Item 1.01 Entry into a Material Definitive Agreement
On
The Notes will mature on
The Notes may be redeemed in whole or in part at any time or from time to time
at the Company's option, at a redemption price (as determined by the Company)
equal to the greater of the following amounts, plus, in each case, accrued and
unpaid interest to, but excluding, the redemption date: (1) 100% of the
principal amount of the Notes to be redeemed or (2) the sum of the present
values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to the date of redemption) on the Notes to be
redeemed, discounted to the redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) using the applicable Treasury
Rate (as defined in the Third Supplemental Indenture) plus 50 basis points;
provided, however, that if the Company redeems any Notes on or after
In addition, if a Change of Control Repurchase Event (as defined in the Third Supplemental Indenture) occurs prior to maturity of the Notes, holders of the Notes will have the right, at their option, to require the Company to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
The Indenture contains certain covenants, including covenants requiring the
Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of
the Investment Company Act of 1940, as amended (the "1940 Act"), or any
successor provisions, to comply with Section 18(a)(1)(B) as modified by
Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not
the Company continues to be subject to such provisions of the 1940 Act, but
giving effect, in either case, to any exemptive relief granted to the Company by
the
The Notes were offered and sold in an offering registered under the Securities
Act of 1933, as amended, pursuant to the Company's registration statement on
Form N-2 (Registration No. 333-231111) previously filed with the
The Company intends to use the net proceeds from the offering to redeem all of the outstanding 2022 Notes and repay a portion of the amount outstanding under the Credit Facility. However, the Company may re-borrow under the Credit Facility and use such borrowings to invest in lower middle-market companies in accordance with the Company's investment objective and strategies and for working capital and general corporate purposes.
The foregoing descriptions of the Third 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 Third Supplemental Indenture and the form of global note representing the Notes, respectively, each filed or incorporated by reference 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 set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Third Supplemental Indenture, dated as ofJanuary 14, 2021 , betweenStellus Capital Investment Corporation andU.S. Bank National Association , as trustee. 4.2 Form of Global Note with respect to the 4.875% Notes due 2026 (incorporated by reference to Exhibit 4.1 hereto). 5.1 Opinion ofEversheds Sutherland (US) LLP . 23.1 Consent ofEversheds Sutherland (US) LLP (included in Exhibit 5.1 hereto).
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