The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Companys existing and future indebtedness that is expressly subordinated in
right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Companys secured indebtedness (including unsecured
indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Companys
subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the
Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to
provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. Additionally, the Company has agreed to use its
commercially reasonable efforts to maintain a rating of the Notes from a rating agency, as defined in the Indenture, as long as the Notes are outstanding. 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, the Company
will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of
the Indenture, filed as an exhibit hereto and incorporated by reference herein.
Registration Rights Agreement
In connection with the offering, the Company entered into a Registration Rights Agreement, dated as of April 30, 2021 (the
Registration Rights Agreement), with the purchasers of the Notes. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission (the Commission) a registration
statement relating to an offer to exchange the Notes for new notes issued by the Company that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable
efforts to cause such registration statement to be declared effective. If the Company is not able to effect the exchange offer, the Company will be obligated to file a shelf registration statement covering the resale of the Notes and use its
commercially reasonable efforts to cause such registration statement to be declared effective. If the Company fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay
additional interest to the holders of the Notes.
The foregoing description of the Registration Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, filed as an exhibit hereto and incorporated by reference herein.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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The information required by
Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On April 30, 2021, Company notified the Trustee for the Companys 6.125% Senior Notes due 2022 (the 2022 Notes), of the
Companys election to redeem the $77.4 million aggregate principal amount of the 2022 Notes outstanding, and instructed the Trustee to provide notice of such redemption to the holders of the 2022 Notes in accordance with the terms of the
indenture governing the 2022 Notes. The Company expects the redemption to be completed on May 30, 2021. Following the redemption, none of the 2022 Notes will remain outstanding, and they will be delisted from the NASDAQ Global Select Market.
This Current Report on Form 8-K does not constitute a notice of redemption of the 2022 Notes.