FS Investment Corporation (NYSE:FSIC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Material Definitive Agreement.
On December 15, 2016, Hamilton Street Funding LLC (Hamilton
Street), a wholly owned, special purpose financing subsidiary of
FS Investment Corporation (the Company), entered into a revolving
credit facility (the Hamilton Street Credit Facility), to (a) a
Loan and Security Agreement, dated as of December 15, 2016, by
and among Hamilton Street, as borrower, each of the lenders from
time to time party thereto, each of the lender agents from time
to time party thereto, HSBC Bank USA, National Association, as
administrative agent (in such capacity, the Administrative
Agent), and U.S. Bank National Association, as collateral agent,
account bank and custodian, and (b) certain other related
transaction documents.
The Hamilton Street Credit Facility provides for a five-year
credit facility with a four-year revolving period, during which
Hamilton Street is permitted to borrow, repay and reborrow
advances up to $150,000,000, subject to its compliance with the
terms of the Hamilton Street Credit Facility (including
maintenance of the required borrowing base). The Hamilton Street
Credit Facility has an accordion option that would permit the
parties to increase the commitments by an additional $50,000,000
to $200,000,000. After the revolving period, outstanding advances
under the Hamilton Street Credit Facility must be repaid by 5%
each month until the maturity date at which time all remaining
outstanding advances must be repaid. Hamilton Street will use the
proceeds of the advances to distribute cash to the Company, and
the Company, thereupon, will use such cash, in whole or in part,
to retire other outstanding indebtedness of the Company and its
wholly owned subsidiaries.
Hamilton Street has appointed the Company to manage its portfolio
of assets to the terms of a collateral management agreement.
Hamilton Streets obligations to the lenders and other secured
parties under the Hamilton Street Credit Facility are secured by
a first priority security interest in substantially all of
Hamilton Streets assets. The obligations of Hamilton Street under
the Hamilton Street Credit Facility are non-recourse to the
Company, and, accordingly, the Companys exposure under the
Hamilton Street Credit Facility is limited to the value of the
Companys investment in Hamilton Street.
Hamilton Street will pay interest quarterly in arrears on the
advances under the Hamilton Street Credit Facility at a rate per
annum equal to (a)the London Interbank Offered Rate for a
three-month interest period (subject to a 0% floor) plus (b)a
spread of 2.50%. Hamilton Street will pay an undrawn fee during
the revolving period in an amount equal to (a) 0.50% per annum on
any unborrowed amounts up to 35% of the commitments plus
(b) 1.65% per annum on any unborrowed amounts above that
threshold.
In connection with the Hamilton Street Credit Facility, Hamilton
Street has made certain representations and warranties and is
required to comply with various covenants, reporting requirements
and other customary requirements for similar facilities. The
Hamilton Street Credit Facility contains customary events of
default for similar financing transactions, including:
(a)Hamilton Streets failure to make principal, interest or other
payments when due; (b)any uncured deficiency in the required
borrowing base or excess foreign currency exposure; (c) the
failure of Hamilton Street or the Company to observe or perform
their respective covenants under the transaction documents,
subject to applicable cure periods; (d) Hamilton Streets
representation and warranties being false; (e) any cross-default
to other material indebtedness of Hamilton Street or the Company
after giving effect to applicable cure periods; (f)the insolvency
or bankruptcy of Hamilton Street or the Company; (g)the failure
of the Company to own 100% of the outstanding interests of
Hamilton Street; (h)the failure of the Company to be regulated as
a business development company under the Investment Company Act
of 1940, as amended (the 1940 Act); (i) the failure of the
Company to maintain an asset coverage ratio of at least 2 to 1;
and (j)the failure of the Company to maintain a net asset value
of at least $400,000,000. Upon the occurrence and during the
continuance of an event of default, the Administrative Agent may
declare the outstanding advances and all other obligations under
the Hamilton Street Credit Facility immediately due and payable.
Borrowings of Hamilton Street will be considered borrowings by
the Company for purposes of complying with the asset coverage
requirements under the 1940 Act applicable to business
development companies.
Hamilton Street incurred certain customary costs and expenses and
paid certain fees to HSBC Bank in connection with the Hamilton
Street Credit Facility.
The foregoing descriptions of the Hamilton Street Credit Facility
as set forth in this Item1.01 are a summary only and are
qualified in all respects by the provisions of the Loan
Agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item 2.03.
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 2.03.
Forward-Looking Statements
This Current Report on Form 8-K may contain certain
forward-looking statements, including statements with regard to
the future performance and operation of the Company. Words such
as believes, expects, projects and future or similar expressions
are intended to identify forward-looking statements. These
forward-looking statements are subject to the inherent
uncertainties in predicting future results and conditions.
Certain factors could cause actual results to differ materially
from those projected in these forward-looking statements, and
some of these factors are enumerated in the filings the Company
makes with the Securities and Exchange Commission. The Company
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
| EXHIBIT NUMBER | DESCRIPTION | ||
| 10.1 |
Loan and Security Agreement, dated as of December 15, 2016, by and among Hamilton Street Funding LLC, as borrower, each of the lenders from time to time party thereto, each of the lender agents from time to time party thereto, HSBC Bank USA, National Association, as administrative agent, and U.S. Bank National Association, as collateral agent, account bank and custodian. |
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About FS Investment Corporation (NYSE:FSIC)
FS Investment Corporation is an externally managed, non-diversified, closed-end management investment company. The Company’s investment objectives are to generate current income and long-term capital appreciation. Its portfolio consists primarily of investments in senior secured loans and second lien secured loans of the private United States middle market companies and subordinated loans of the private United States companies. The Company may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the over-the-counter market or directly from target companies as primary market or directly originated investments. The Company invests in a range of industries, including capital goods, consumer services, consumer durables and apparel, energy software and services, materials, commercial and professional services, and diversified financials. FS Investment Corporation (NYSE:FSIC) Recent Trading Information
FS Investment Corporation (NYSE:FSIC) closed its last trading session up +0.05 at 10.00 with 928,946 shares trading hands.