First Capital Investment Corporation (NASDAQ:FBIZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
Custody Agreement
On February 10, 2017, First Capital Investment Corporation (f/k/a
Freedom Capital Corporation) (the Company) entered into a
custody agreement (the Custody Agreement) with Millennium
Trust Company, LLC (the Custodian). Under the Custody
Agreement, the Custodian will hold securities, loans, cash, and
other assets on the Companys behalf. The Custody Agreement can be
terminated by either party upon 90 days written notice.
The material terms of the Custody Agreement are qualified in
their entirety by the Custody Agreement incorporated by reference
as Exhibit 10.1 to this Current Report on Form 8-K.
Amendment to Investment Advisory and Administrative
Services Agreement and Related Letter Agreement
On February 10, 2017, following approval from the Companys board
of directors, including a majority of the Companys independent
directors, and the Companys stockholders, the Company entered
into Amendment No. 2 to the Investment Advisory and
Administrative Services Agreement (the Amendment) with
FCIC Advisors LLC (f/k/a Freedom Capital Investment Advisors LLC)
(the Adviser) to: (i) increase from 1.5% to 2.0% the
amount of organization and offering expenses incurred in the
Companys offering that will be borne by the Company; and (ii)
increase the quarterly and annual hurdle rate from 1.375% and
5.5%, respectively, to 1.75% and 7.0%, that must be met before
the Adviser can receive quarterly income incentive fees.
In addition, on February 10, 2017, the Adviser executed a letter
agreement with the Company (the Letter Agreement) to which
the Adviser agreed to waive all capital gains incentive fees
earned until such time as the amount of foregone fees equals the
aggregate amount of selling commissions, dealer manager fees and
organization and offering expenses paid by stockholders in the
Companys offering.
The material terms of the Amendment are qualified in their
entirety by the Amendment incorporated by reference as Exhibit
10.2 to this Current Report on Form 8-K and the material terms of
the Letter Agreement are qualified in their entirety by the
Letter Agreement incorporated by reference as Exhibit 10.3 to
this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
On February 16, 2017, the Company commenced material operations
by satisfying the terms of the Minimum Offering Requirement as
defined in the Companys prospectus. The terms of the Minimum
Offering Requirement required the Company to deposit all
subscription proceeds in escrow to the terms of the Companys
amended and restated escrow agreement with UMB Bank, N.A., until
the date that the Company received subscriptions aggregating at
least $1,000,000 in shares of the Companys common stock,
including subscriptions from the Companys directors, officers and
affiliates and the Adviser. As of February 16, 2017, the Company
had accepted investors subscriptions for and issued 247,752.5
shares of the Companys common stock in its public offering,
resulting in gross offering proceeds of approximately $2,475,000.
| Item 9.01 |
Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 |
Custody Agreement by and between Millennium Trust Company and First Capital Investment Corporation, dated February 10, 2017 (incorporated by reference to Exhibit (k)(7) filed with Post-effective Amendment No. 3 to the Companys Registration Statement on Form N-2 filed on February 10, 2017). |
|
| 10.2 |
Amendment No. 2 to the Investment Advisory and Administrative Services Agreement by and between First Capital Investment Corporation and FCIC Advisors LLC, dated February 10, 2017 (incorporated by reference to Exhibit (g)(3) filed with Post-effective Amendment No. 3 to the Companys Registration Statement on Form N-2 filed on February 10, 2017). |
|
| 10.3 |
Letter Agreement between First Capital Investment Corporation and FCIC Advisors LLC, dated February 10, 2017 (incorporated by reference to Exhibit (g)(4) filed with Post-effective Amendment No. 3 to the Companys Registration Statement on Form N-2 filed on February 10, 2017). |
About First Capital Investment Corporation (NASDAQ:FBIZ)
First Business Financial Services, Inc. (FBFS) is a bank holding company. The Company engages in the commercial banking business through its bank subsidiaries, which include First Business Bank (FBB), First Business Bank-Milwaukee (FBB-Milwaukee) and Alterra Bank (Alterra) (FBB and FBB-Milwaukee and, together with FBB, the Banks). The operations of FBFS are conducted through the Banks and certain subsidiaries of FBB. The Banks operate as business banks focusing on delivering a line of commercial banking products, including commercial loans and commercial real estate loans, and services to meet the needs of small- and medium-sized businesses, business owners, executives, professionals and high net worth individuals. Its business lines include commercial lending, asset-based financing, equipment financing, small business administration (SBA) lending, treasury management services, and trust and investment services. Its investments include short-term investments and securities. First Capital Investment Corporation (NASDAQ:FBIZ) Recent Trading Information
First Capital Investment Corporation (NASDAQ:FBIZ) closed its last trading session up +0.20 at 25.52 with 62,444 shares trading hands.
