FS KKR Capital Corp.
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
The Companys average borrowings and weighted average interest rate, including the
effect
of non-usage fees,
for the three months ended March 31, 2019 were $3,584 and 4.63%, respectively. As of March 31, 2019, the Companys weighted average effective interest rate on
borrowings, including the effect
of non-usage fees,
was 4.73%.
The
Companys average borrowings and weighted average interest rate, including the effect
of non-usage fees,
for the three months ended March 31, 2018 were $1,772 and 4.37%, respectively. As of
March 31, 2018, the Companys weighted average effective interest rate on borrowings, including the effect
of non-usage fees,
was 4.31%.
Under its financing arrangements, the Company has made certain representations and warranties and is required to comply with various
covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements as of March 31, 2019 and December 31, 2018.
Locust Street Credit Facility
On March 4, 2019, CCT New York Funding LLC, or CCT New York, a wholly owned special purpose financing subsidiary of the Company merged with and into Locust Street Funding LLC, or Locust Street, a
second wholly owned special purpose financing subsidiary of the Company, and concurrently, Locust Street entered into an Amended and Restated Loan and Security Agreement, or the Locust Street Amended and Restated Loan Agreement, with JPMorgan Chase
Bank, National Association, or JPMorgan, as administrative agent, each of the lenders party thereto, and Wells Fargo Bank, National Association, as collateral agent, securities intermediary, and collateral administrator, amending and restating the
Loan Agreement, dated as of November 1, 2016 and as subsequently amended, or the Locust Street Loan Agreement, among Locust Street, as borrower, JPMorgan, as administrative agent, each of the lenders party thereto, Citibank, N.A., as collateral
agent and securities intermediary, and Virtus Group, LP, as collateral administrator. Locust Street used a portion of the proceeds of additional borrowings under the Locust Street Amended and Restated Loan Agreement to repay and terminate the Loan
and Security Agreement, dated as of November 29, 2016 and as subsequently amended, or the CCT New York Loan Agreement, among CCT New York, as borrower, JPMorgan, as administrative agent, the lenders from time to time party thereto, the
collateral administrator, collateral agent and securities intermediary party thereto, and the Company (as successor by merger to CCT).
The Locust Street Amended and Restated Loan Agreement provides for, among other things, (i) a committed facility amount of $725, which is equal to the committed facility amount previously available
under the Locust Street Loan Agreement, $425, plus the committed facility amount previously available under the CCT New York Loan Agreement, $300, (ii) the capacity to borrow in certain foreign currencies up to a specified sublimit, (iii) an
interest rate of
3-month
LIBOR (or the relevant reference rate for any foreign currency borrowings), plus 2.50% per annum, (iv) an extension of the maturity date to January 31, 2021 for $325 of the
committed facility amount, or the 2021 Committed Amount, and to September 28, 2022 for the remaining $400 of the committed facility amount, or the 2022 Committed Amount, (v) a reinvestment period through September 28, 2021, (vi)
permitted prepayment of all or a portion of the 2021 Committed Amount after April 1, 2019 without a prepayment premium, (vii) permitted prepayment of all or a portion of the 2022 Committed Amount after March 4, 2020, subject to a
prepayment premium equal to 1.5% of the principal amount of any such prepayment between March 5, 2020 and September 29, 2020, subject to a prepayment premium equal to 0.5% of the principal amount of any such prepayment between
September 29, 2020 and January 1, 2021, and thereafter without a prepayment premium, (viii) an unfunded fee in an amount equal to the product of the interest rate applicable to U.S. Dollar borrowings on any day multiplied by the
unborrowed amount, if any, below 80% of the committed facility amount, or the Minimum Funding Amount, as of such day, and (ix) an unused fee of 0.75% per annum on the average daily unborrowed portion of the committed facility amount above the
Minimum Funding Amount.
CCT New York Funding Credit Facility
In connection with amending and restating the Locust Street Loan Agreement, the Company repaid and terminated the CCT New York Funding Credit Facility.
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