SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 23, 2020
THL Credit, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
500 Boylston Street, Suite 1250
Boston, MA 02116
(Address of principal executive offices)
Registrants telephone number, including area code: (800) 450-4424
(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:
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
Name of Each Exchange
on Which Registered
|Common Stock, par value $0.001 per share||TCRD||NASDAQ Global Select Market|
|6.75% Senior Notes due 2022||TCRZ||The New York Stock Exchange|
|6.125% Senior Notes due 2023||TCRW||The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 7.01.|| |
Regulation FD Disclosure.
On June 23, 2020, THL Credit, Inc. (the Company) issued a press release entitled THL Credit, Inc. Will Commence a Modified Dutch Auction Tender Offer to Repurchase up to $20.0 Million of its Common Stock (the Press Release). A copy of such Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information disclosed under this Item 7.01 including the information set forth in 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, as amended (the Exchange Act), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Statements in this Current Report on Form 8-K (including the exhibits), including statements regarding the Companys beliefs, expectations, intentions or strategies for the future, may constitute forward-looking statements. The Company cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements and other conditions which could cause the Companys actual results to differ from managements current expectations are contained in the Companys filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Press Release, dated June 23, 2020|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
|THL CREDIT, INC.|
Date: June 23, 2020
|By:||/S/ TERRENCE W. OLSON|
|Name:||Terrence W. Olson|
|Title:||Chief Financial Officer,|
|Chief Operating Officer & Treasurer|
THL Credit, Inc. Will Commence a Modified Dutch Auction Tender Offer to Repurchase
up to $20.0 Million of its Common Stock
BOSTON, June 23, 2020 THL Credit, Inc. (Nasdaq: TCRD) (the Company) announced today that it will commence a modified Dutch Auction tender offer (the Tender Offer) to purchase up to $20.0 million of its common stock at a price per share not less than $3.25 and not greater than $3.75 in $0.05 increments, using available cash. The Tender Offer will commence on June 23, 2020 and will expire at 11:59 p.m. Eastern time, on July 21, 2020, unless extended.
As previously announced, on April 21, 2020 THL Credit, Inc. completed a $30.0 million stock issuance at the Companys net asset value per share as of April 15, 2020, and $20.0 million of the proceeds from this stock issuance will be used to conduct the Tender Offer. Given the ongoing uncertainty in the market due to the global pandemic, the remaining $10.0 million of proceeds from the stock issuance will be used to pay down the Companys outstanding revolving credit facility.
If the Tender Offer is fully subscribed, the Company will purchase between 6,153,846 shares and 5,333,333 shares, or between 17.4% and 15.1%, respectively, of the Companys outstanding shares of its common stock. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Stockholders that do not wish to participate in the Tender Offer do not need to take any action.
Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per-share price that will enable it to acquire up to $20.0 million of its common stock. All shares accepted in the Tender Offer will be purchased at the same price even if tendered at a lower price.
The Tender Offer will not be contingent upon any minimum number of shares being tendered. The Tender Offer will, however, be subject to other conditions, which will be disclosed in the Tender Offer documents. In the future, the Board of Directors may consider additional tender offer(s) or other measures to enhance shareholder value based on a variety of factors, including the market price of the Companys common stock, its net asset value and revolving credit facility restrictions.
The Companys Board of Directors is not making any recommendation to stockholders as to whether to tender or refrain from tendering their shares in the Tender Offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase. The Board of Directors believes that a modified Dutch Auction tender offer is an efficient mechanism that will provide all stockholders with the opportunity to tender all or a portion of their shares.
The information agent for the Tender Offer will be D.F. King & Co. Inc., and the depositary will be American Stock Transfer & Trust Company, LLC. The offer to purchase (the Offer to Purchase), a letter of transmittal and related documents will be mailed to registered holders. Beneficial holders will receive the Offer to Purchase and a communication to consult with their bank, broker or custodian, if they wish to tender shares. For questions and information, please call the information agent toll-free at (800) 848-3409.
Certain Information Regarding the Tender Offer
The information in this press release describing the Companys Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of the Companys common stock in the Tender Offer. The Tender Offer will be made only pursuant to the Offer to Purchase and the related materials that the Company expects to file with the Securities and Exchange Commission on June 23, 2020, and will distribute to its stockholders, as they may be amended or supplemented. Stockholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Tender Offer. Stockholders of the Company may obtain a free copy of the Tender Offer statement on Schedule TO, the Offer to Purchase and other documents that the Company will file with the Securities and Exchange Commission from the Securities and Exchange Commissions website at www.sec.gov. Stockholders will also be able obtain a copy of these documents, without charge, from D.F. King & Co. Inc., the information agent for the Tender Offer, toll free at (800) 848-3409. Stockholders are urged to carefully read all of these materials prior to making any decision with respect to the Tender Offer. Stockholders and investors who have questions or need assistance may call D.F. King & Co. Inc.
About THL Credit, Inc.
THL Credit, Inc. (NASDAQ: TCRD) is a closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Companys investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated debt and equity securities of middle market companies. The Company is a direct lender to middle market companies and invests primarily in directly originated first lien senior secured loans, including unitranche investments. In certain instances, the Company also makes second lien secured loans and subordinated or mezzanine, debt investments, which may include an associated equity component such as warrants, preferred stock or other similar securities and direct equity co-investments. The Company targets investments primarily in middle market companies with annual EBITDA generally between $5 million and $25 million. The Company is headquartered in Boston, with additional origination teams in Chicago, Dallas, Los Angeles and New York. The Companys investment activities are managed by First Eagle Alternative Credit, LLC (the Advisor), an investment adviser registered under the Investment Advisers Act of 1940. For more information, please visit www.THLCreditBDC.com.
About First Eagle Alternative Credit, LLC
First Eagle Alternative Credit is an alternative credit investment manager for both direct lending and broadly syndicated investments through public and private vehicles, collateralized loan obligations, separately managed accounts and co-mingled funds. First Eagle Alternative Credit maintains a variety of advisory and sub-advisory relationships across its investment platforms. First Eagle Alternative Credit is a wholly owned subsidiary of First Eagle Investment Management, LLC.
The information contained in this press release, including statements regarding the Companys beliefs, expectations, intentions or strategies for the future, may constitute forward-looking statements. The Company cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements, including: the Companys expectation and ability to complete its Tender Offer; the price at which shares of common stock may trade on the Nasdaq Global Select Market, which may be higher or lower than the purchase price in the Tender Offer; the Companys ability to execute its yield investment strategy; the performance of the Companys investments; and changes in economic or financial market conditions and other factors that are enumerated in the companys periodic filings with the Securities and Exchange Commission. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release.
These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions.
THL Credit, Inc.