Main Street Capital Corporation (NYSE:MAIN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On December 2, 2019, Main Street Capital Corporation (“Main Street”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among Main Street and RBC Capital Markets, LLC, as representative of the underwriters named in Schedule A thereto, in connection with the issuance and sale of an additional $75,000,000 in aggregate principal amount (the “Offering”) of Main Street’s 5.20% notes due 2024 (the “New Notes”). The New Notes will be issued as additional notes under the Fourth Supplemental Indenture, dated April 23, 2019, between Main Street and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the indenture, dated April 2, 2013, between Main Street and the Trustee (the “Base Indenture” and, together with the Fourth Supplemental Indenture, the “Indenture”), to which, on April 23, 2019, Main Street issued $250,000,000 aggregate principal amount of its 5.20% notes due 2024 (the “existing 2024 Notes” and, together with the New Notes, the “Notes”). The New Notes will be treated as a single series with the existing 2024 Notes under the Indenture and will have the same terms as the existing 2024 Notes, other than the issue date and offering price.
The New Notes will mature on May 1, 2024 and may be redeemed in whole or in part at Main Street’s option at any time or from time to time at the redemption price set forth in the Indenture. The New Notes will bear cash interest from November 1, 2019, at an annual rate of 5.20% payable semiannually on May 1 and November 1 of each year, beginning on May 1, 2020. The New Notes will have the same CUSIP number and will be fungible and rank equally with the existing 2024 Notes. Upon the issuance of the New Notes, the outstanding aggregate principal amount of Main Street’s 5.20% notes due 2024 will be $325,000,000. The New Notes will be direct unsecured obligations of Main Street and rank equally in right of payment with Main Street’s existing and future unsecured indebtedness but effectively subordinated to all of Main Street’s outstanding and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, and structurally subordinated to the debt and other obligations of any of Main Street’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring Main Street to comply with the asset coverage requirements of Section 18(a)(1)(A), as modified by Section 61(a)(1) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements (but giving effect to exemptive relief granted to Main Street by the Securities and Exchange Commission (the “SEC”)), and to provide financial information to the holders of the Notes and the Trustee if Main Street is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, holders of the Notes will have the right, at their option, to require Main Street to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
The Offering was made to Main Street’s effective shelf registration statement on Form N-2 (Registration No. 333-231146) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated December 2, 2019 and a final prospectus supplement dated December 2, 2019. The closing of the Offering is subject to customary closing conditions, and the New Notes are expected to be delivered and paid for on December 5, 2019. The net proceeds to be received by Main Street are estimated to be approximately $78.1 million, after deducting the underwriting discounts and estimated offering expenses payable by Main Street. Main Street intends to initially use the net proceeds from the Offering to repay outstanding debt under its credit facility.
The foregoing description of the Underwriting Agreement and the New Notes does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Underwriting Agreement filed with this Current Report on Form 8-K as Exhibit 1.1, which is incorporated herein by reference, (ii) the full text of the Fourth Supplemental Indenture and the accompanying Form of 5.20% Notes due 2024, forms of which are filed as Exhibits (d)(11) and (d)(12), respectively, to Main Street’s Post-Effective Amendment No. 7 to its Registration Statement on Form N-2 filed on April 18, 2019 (Reg. No. 333-223483), both of which are incorporated herein by reference, and (iii) the full text of the Base Indenture, a form of which is filed as Exhibit (d)(6) to Main Street’s Post-Effective Amendment No. 2 to its Registration Statement on Form N-2 filed on March 28, 2013 (Reg. No. 333-183555), which is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
On December 2, 2019, Main Street issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
| 1.1 | Underwriting Agreement, dated December 2, 2019, between Main Street Capital Corporation and RBC Capital Markets, LLC, as representative of the underwriters named in Schedule A thereto |
| 5.1 | Opinion of Dechert LLP, dated December 3, 2019 |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1) |
| 99.1 | Press release dated December 2, 2019 |
Main Street Capital CORP Exhibit
EX-1.1 2 tm1924325d2_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION Main Street Capital Corporation (a Maryland Corporation) $75,…
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About Main Street Capital Corporation (NYSE:MAIN)
Main Street Capital Corporation (MSCC) is a principal investment firm. MSCC is primarily focused on providing customized debt and equity financing to lower middle market (LMM) companies and debt capital to middle market (Middle Market) companies. The Company’s portfolio investments are made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in various industry sectors. The Company invests primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States. The Company’s investment portfolio includes its investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, and the investment in MSC Adviser I, LLC (the External Investment Manager).