8-K 1 tm213411d1_8k.htm FORM 8-K



















Date of report (Date of earliest event reported): January 15, 2021




Monroe Capital Corporation

(Exact name of registrant as specified in its charter)




Maryland 814-00866 27-4895840

(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)


311 South Wacker Drive, Suite 6400, Chicago, IL 60606
(Address of principal executive offices) (Zip Code)


(312) 258-8300

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


  ¨ 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
5.75% Notes due 2023





The Nasdaq Global Select Market
The Nasdaq Global Select Market


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 January 15, 2021, Monroe Capital Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Monroe Capital BDC Advisors, LLC, Monroe Capital Management Advisors, LLC and Raymond James & Associates, Inc., as representative of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale of $130.0 million aggregate principal amount of the Company’s 4.75% Notes due 2026 (the “Offering”). The closing of the Offering is expected to occur on January 25, 2021, subject to customary closing conditions.


The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-237740) previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated January 15, 2021, a final prospectus supplement dated January 15, 2021, and the pricing term sheet filed with the SEC on January 15, 2021. 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 foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No. Description
1.1 Underwriting Agreement, dated as of January 15, 2021, by and among Monroe Capital Corporation, Monroe Capital BDC Advisors, LLC, Monroe Capital Management Advisors, LLC and Raymond James & Associates, Inc.







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.




By: /s/ Aaron D. Peck
  Name: Aaron D. Peck
  Title: Chief Financial Officer


Dated: January 19, 2021