Item 1.01. Entry into a Material Definitive Agreement.
On
The 2024 Notes will mature on
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (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. 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 Notes were offered and sold in an offering registered under the Securities
Act of 1933, as amended, pursuant to the Registration Statement on Form N-2
(File No. 333-260000) (the "Registration Statement"), the prospectus supplement
dated
The foregoing descriptions of the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto 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 required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1 and the information
set forth therein, is deemed to have been furnished to, and shall not be deemed
to be "filed" with, the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits EXHIBIT NUMBER DESCRIPTION 4.1 Ninth Supplemental Indenture, dated as ofOctober 12, 2021 , relating to the 1.650% Notes due 2024, by and between the Company andU.S. Bank National Association , as trustee. 4.2 Form of 1.650% Notes due 2024. (Incorporated by reference to Exhibit 4.1 hereto.) 4.3 Tenth Supplemental Indenture, dated as ofOctober 12, 2021 , relating to the 3.125% Notes due 2028, by and between the Company andU.S. Bank National Association , as trustee. 4.4 Form of 3.125% Notes due 2028. (Incorporated by reference to Exhibit 4.3 hereto.) 5.1 Opinion ofDechert LLP . 5.2 Opinion ofMiles & Stockbridge P.C . 23.1 Consent ofDechert LLP (included in Exhibit 5.1). 23.2 Consent ofMiles & Stockbridge P.C . (included in Exhibit 5.2). 99.1 Press Release, datedOctober 12, 2021 .
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