Hercules Capital, Inc. (NYSE:HTGZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Union Bank Facility Amendment
On June 28, 2019, Hercules Funding IV LLC (“HF IV”), a special purpose wholly-owned subsidiary of Hercules Capital, Inc. (the “Company”), entered into the First Amendment (the “Union Bank Facility Amendment”) to the Loan and Security Agreement, dated as of February 20, 2019, with MUFG Union Bank, N.A., as the arranger and the administrative agent (in such capacity, the “MUFG Agent”), and the lenders party thereto from time to time (as amended from time to time, the “Union Bank Facility”).
The Union Bank Facility Amendment amends certain provisions of the Union Bank Facility to, among other things, (i) delete the financial covenant with respect to maintaining minimum portfolio funding liquidity, (ii) add a covenant prohibiting HF IV from acquiring or owning unfunded commitments to makers of certain notes receivable, and (iii) revise certain provisions thereof to further permit a third party special servicer to act as servicer after an event of default instead of the Company with respect to split-funded notes receivable owned by HF IV and an affiliate thereof (including Hercules Funding II LLC (“HF II”)).
Wells Fargo Facility Amendment
On July 2, 2019, HF II, a special purpose wholly-owned subsidiary of the Company, entered into the Eighth Amendment (the “Wells Fargo Facility Amendment”) to the Amended and Restated Loan and Security Agreement, dated as of June 29, 2015, with Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC), as the arranger and the administrative agent (in such capacity, the “Wells Fargo Agent”), and the lenders party thereto from time to time (as amended from time to time, the “Wells Fargo Facility”).
The Wells Fargo Facility Amendment amends certain provisions of the Wells Fargo Facility to, among other things, revise certain provisions thereof to further permit a third party special servicer to act as servicer after an event of default instead of the Company with respect to split-funded notes receivable owned by HF II and an affiliate thereof (including HF IV).
Intercreditor Agreement
To further reflect and govern the ability of a third party servicer to service split-funded notes receivable under each of the Union Bank Facility Amendment and the Wells Fargo Facility Amendment, on July 2, 2019, the Company, HF II and HF IV entered into the Intercreditor Agreement (the “Intercreditor Agreement”) with the MUFG Agent, the Wells Fargo Agent, and U.S. Bank National Association (“U.S. Bank”), as special servicer, to which, among other things, U.S. Bank agreed to act, to the terms thereof, as such third party servicer.
The descriptions above of the Union Bank Facility Amendment, the Wells Fargo Facility Amendment and the Intercreditor Agreement are only summaries of the material provisions thereof and are qualified in its entirety by reference to the full text of the Union Bank Facility Amendment filed herewith as Exhibit 10.1, the Wells Fargo Facility Amendment filed herewith as Exhibit 10.2, and the Intercreditor Agreement filed herewith as Exhibit 10.3, each of which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Hercules Capital, Inc. Exhibit
EX-10.1 2 ex_149184.htm EXHIBIT 10.1 ex_149165.htm Exhibit 10.1 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 28,…
To view the full exhibit click here