8-K 1 tm2031363-1_8k.htm FORM 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

  

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 18, 2020

 

Stellus Capital Investment Corporation

(Exact Name of Registrant as Specified in Charter)

 

 Maryland   814-00971   46-0937320

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

   
4400 Post Oak Parkway, Suite 2200

Houston, Texas
  77027
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (713) 292-5400

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

  

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001 per share SCM New York Stock Exchange
5.75% Notes due 2022 SCA New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

   

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 18, 2020, Stellus Capital Investment Corporation (the “Registrant”) amended and restated its senior secured revolving credit facility among the Registrant, the lenders party thereto, and Zions Bancorporation, N.A. dba Amegy Bank, as the administrative agent (as amended, the “Existing Credit Facility”), pursuant to an amended and restated senior secured revolving credit agreement among the Registrant, the lenders party thereto, and Zions Bancorporation, N.A. dba Amegy Bank, as the administrative agent (the “Amended and Restated Credit Agreement”). The amendment and restatement of the Existing Credit Facility pursuant to the Amended and Restated Credit Facility, among other things, increased the accordion feature from $250 million to $280 million, extended the commitment termination date to September 18, 2024, and extended the final maturity date to September 18, 2025.

 

The Amended and Restated Credit Facility provides for borrowings up to a maximum of $230 million on a committed basis, with an accordion feature that allows the Company to increase the aggregate commitments up to $280 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions.

 

The Amended and Restated Credit Facility is secured by a first priority security interest in all investments and cash and cash equivalents (except for cash and investments held by the SBIC subsidiaries of the Registrant), and guaranteed by certain subsidiaries of the Registrant.

 

The description above is only a summary of the material provisions of the Amended and Restated Credit Facility and is qualified in its entirety by reference to a copy of the Amended and Restated Credit Facility, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

 

The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 2.03.

 

Item 7.01 Regulation FD Disclosure.

 

On September 21, 2020, the Registrant issued a press release, included herewith as Exhibit 99.1, and by this reference incorporated herein.

 

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number Description
   
10.1 Amended and Restated Credit Agreement, dated as of September 18, 2020, among Stellus Capital Investment Corporation, the lenders party thereto, and Zions Bancorporation, N.A. dba Amegy Bank, as the administrative agent.
   
99.1 Press Release, dated as of September 21, 2020.

 

   

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 21, 2020 STELLUS CAPITAL INVESTMENT CORPORATION
     
  By: /s/ W. Todd Huskinson
    W. Todd Huskinson
    Chief Financial Officer