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): January 19, 2021
Monroe Capital Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 814-00866 | 27-4895840 | ||
|
(State or other jurisdiction of incorporation) |
(Commission 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 |
MRCC MRCCL |
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 8.01. Other Events.
On January 19, 2021, Monroe Capital Corporation (the “Company”) announced that it will redeem all of its outstanding 5.75% Notes due 2023 (the “2023 Notes”). The Company will redeem 100% (or $109,000,000 aggregate principal amount) of the outstanding 2023 Notes on February 18, 2021 (the “Redemption Date”). The redemption price for the 2023 Notes equals 100% of the $109,000,000 aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest otherwise payable for the current quarterly interest period accrued to, but excluding, the Redemption Date. The 2023 Notes will be delisted from the Nasdaq Global Select Market. This Current Report on Form 8-K does not constitute notice of redemption of the 2023 Notes.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Notice of Redemption of 5.75% Notes due 2023 |
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.
| MONROE CAPITAL CORPORATION | ||
| By: | /s/ Aaron D. Peck | |
| Name: Aaron D. Peck | ||
| Title: Chief Financial Officer | ||
Dated: January 19, 2021
Exhibit 99.1
NOTICE OF REDEMPTION TO
THE HOLDERS OF THE
5.75% Notes due 2023
of Monroe Capital Corporation
(CUSIP No. 610335 200)*
Redemption Date: February 18, 2021
NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture dated as of September 12, 2018 (the “Base Indenture”), between Monroe Capital Corporation, a Maryland corporation (the “Company”), and U.S. Bank National Association (the “Trustee), and Section 1.01(h) of the First Supplemental Indenture dated as of September 12, 2018 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in whole, the 5.75% Notes due 2023 (the “Notes”). The Company will redeem $109,000,000 in aggregate principal amount of the issued and outstanding Notes on February 18, 2021 (the “Redemption Date”). The redemption price for the Notes equals 100% of the $109,000,000 aggregate principal amount of the Notes being redeemed (or $25 in principal amount per Note), plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date (the “Redemption Payment”). The aggregate accrued interest on the Notes being redeemed that is payable on the Redemption Date will be approximately $313,375 (or approximately $0.071875 on each $25 principal amount of the Notes being redeemed).
On the Redemption Date, the Redemption Payment will become due and payable to the holders of the Notes (the “Holders”). Interest on the $109,000,000 in aggregate principal amount of the issued and outstanding Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to the Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.
Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:
| If by Mail, Hand or Overnight Mail: | |
| U.S. Bank | |
| Corporate Trust Services | |
| 111 Fillmore Avenue E. | |
| St. Paul, MN 55107 |
*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.
NOTICE
Under U.S. federal income tax law, the Trustee or other withholding agent may be required to backup withhold on any gross payment to a Holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, a Holder will need to complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption and otherwise comply with the applicable requirements of the backup withholding rules. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
| Monroe Capital Corporation | |
| Dated: January 19, 2021 | By: U.S. Bank National Association, as Trustee and Paying Agent |