Main Street Capital Corporation

09/13/2024 | Press release | Distributed by Public on 09/13/2024 15:13

Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.
On September 11, 2024, Main Street Capital Corporation ("Main Street") entered into an underwriting agreement (the "Underwriting Agreement") by and between Main Street and Truist Securities, Inc., as representative of the underwriters named in Schedule A thereto, in connection with the issuance and sale of an additional $100,000,000 in aggregate principal amount (the "Offering") of Main Street's 6.50% notes due 2027 (the "New Notes"). The New Notes were issued as additional notes under the Seventh Supplemental Indenture, dated June 4, 2024, between Main Street and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), to the indenture, dated April 2, 2013, between Main Street and the Trustee (the "Base Indenture" and, together with the Seventh Supplemental Indenture, the "Indenture"), pursuant to which, on June 4, 2024, Main Street issued $300,000,000 in aggregate principal amount of its 6.50% notes due 2027 (the "Existing 2027 Notes" and, together with the New Notes, the "Notes"). The New Notes are treated as a single series with the Existing 2027 Notes under the Indenture and have the same terms as the Existing 2027 Notes, other than the issue date and offering price.
The New Notes will mature on June 4, 2027 unless previously redeemed or repurchased in accordance with their terms.The New Notes bear cash interest from June 4, 2024, at an annual rate of 6.50%payable semiannually on June 4and December 4of each year, beginning on December 4, 2024.The New Notes will have the same CUSIP number and are fungible and rank equally with the Existing 2027 Notes. Including the New Notes, the outstanding aggregate principal amount of Main Street's 6.50% notes due 2027 is $400,000,000. The New Notes are direct unsecured obligations of Main Street and rank equally in right of payment with Main Street's existing and future unsecured indebtedness but effectively subordinated to all of Main Street's outstanding and future secured indebtedness, to the extent of the value of the assets securing such indebtedness,and structurally subordinated to the debt and other obligations of any of Main Street's subsidiaries, financing vehicles or similar facilities.
Prior to May 4, 2027 (one month prior to the maturity date of the Notes) (the "Par Call Date"), Main Street may redeem the Notes at its option, in whole or in part, at any time or from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)  (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined in the Indenture, plus 30 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, Main Street may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. In addition, on the occurrence of a "change of control repurchase event," as defined in the Indenture, holders of the Notes will have the right, at their option, to require Main Street to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
The Indenture contains certain covenants, including covenants requiring Main Street to comply with the asset coverage requirements of Section 18(a)(1)(A), as modified by Section 61(a) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements (but giving effect to exemptive relief granted to Main Street by the Securities and Exchange Commission (the "SEC")), and to provide financial information to the holders of the Notes and the Trustee if Main Street is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The New Notes were issued and sold in a public offering that was made pursuant to Main Street's effective shelf registration statement on Form N-2 (Registration No. 333-263258) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated September 11, 2024 and a final prospectus supplement dated September 11, 2024. The offering of New Notes closed and the New Notes were delivered and paid for on September 13, 2024. The net proceeds received by Main Street were approximately $101.3million, after deducting the underwriting discounts and estimated offering expenses payable by Main Street.
Main Street intends to initially use the net proceeds from the offering of New Notes to repay outstanding indebtedness, including amounts outstanding under its credit facilities.
The foregoing description of the New Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Underwriting Agreement filed with this Current Report on Form 8-K as Exhibit 1.1, which is incorporated herein by reference, (ii) the full text of the Seventh Supplemental Indenture and the accompanying Form of 6.50% Notes due 2027, which are filed as Exhibits 4.1 and 4.2 to Main Street's Current Report on Form 8-K filed on June 4, 2024 (File No. 1-33723)and incorporated herein by reference, and (iii) the full text of the Base
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.