Current Report Filing (8-k)
November 27 2017 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 27, 2017 (November 20, 2017)
CM Finance Inc
(Exact
name of registrant as specified in its charter)
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Maryland
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814-01054
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46-2883380
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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601 Lexington Avenue, 26
th
Floor
New York, New York
10022
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (212)
257-5199
Former name or former address, if changed since last report
Check the appropriate box below if the Form
8-K
is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Item 1.01. Entry into a Material Definitive Agreement.
On November 20, 2017, CM Finance Inc (the
Company
) amended its existing financing facility (as amended the
Amended
Financing Facility
) with UBS AG, London Branch (together with its affiliates
UBS
) to extend the Companys term financing facility (
Term Financing
) with UBS and add the
Companys entrance into a $50 million revolving financing facility (
Revolving Financing
) with UBS.
Pursuant to the
Amended Financing Facility, the Company and/or its wholly owned subsidiary, CM SPV Ltd. (
CM SPV
), as applicable, entered into the following agreements: (i) an Amended and Restated Revolving Credit Note Agreement by and
among the Company, CM SPV, UBS, and U.S. Bank, National Association (
U.S. Bank
as Revolving Credit Note Agent and Trustee); (ii) a Fifth Amended and Restated Indenture between CM SPV and U.S. Bank; (iii) a Second
Amended Total Return Swap Confirmation Letter Agreement between UBS and the Company regarding the
Class A-R
Notes; and (iv) a Fourth Amended Total Return Swap Confirmation Letter Agreement between
UBS and the Company regarding the Class A Notes.
Borrowings under the Revolving Financing will generally bear interest at a rate per annum equal to
one-month
LIBOR plus 3.55%. The Company will pay a fee on any undrawn amounts of 2.50% per annum; provided that if 50% or less of the Revolving Financing is drawn, the fee will be 2.75% per annum. Any amounts
borrowed under the Revolving Financing will mature, and all accrued and unpaid interest will be due and payable, on December 5, 2019. The Amended Financing Facility will enable the Company to decrease aggregate financing costs. The Company
intends to use the proceeds from borrowings under the Revolving Financing for general corporate purposes, including the funding of portfolio investments.
In addition, the Term Financing was amended to extend the maturity date by 12 months to December 5, 2020. Borrowings under the Term Financing will
continue to bear interest (i) at a rate per annum equal to
one-month
LIBOR plus 2.75% through December 4, 2018, and (ii) at a rate per annum equal to
one-month
LIBOR plus 2.55% from December 5, 2018 through December 5, 2020. The Company also incurs an annual fee of approximately 1% of the outstanding borrowings under the Term Financing.
The description above is only a summary of the material provisions of the Amended Financing Facility and is qualified in its entirety by reference to the
agreements attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this current report on Form
8-K
and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the Companys entrance into the Revolving Financing with UBS, on November 20, 2017, the Company repaid in full all indebtedness,
liabilities and other obligations under, and terminated, its existing revolving
credit facility with Citibank, N.A. (the Citi Revolving Facility). In accordance with the termination of the Citi Revolving Facility, all liens on
collateral securing the Citi
Revolving Facility were released.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Form
8-K
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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10.1
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Amended and Restated Revolving Credit Note Agreement by and among CM Finance Inc., CM SPV Ltd., UBS AG, and U.S. Bank, National Association
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10.2
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Fifth Amended and Restated Indenture between CM SPV Ltd. and U.S. Bank, National Association
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10.3
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Second Amended Total Return Swap Confirmation Letter Agreement between UBS AG and CM Finance Inc
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10.4
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Fourth Amended Total Return Swap Confirmation Letter Agreement between UBS AG and CM Finance Inc
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EXHIBIT INDEX
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.
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Date: November 27, 2017
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CM FINANCE INC
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By:
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/s/ Rocco DelGuercio
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Name:
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Rocco DelGuercio
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Title:
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Chief Financial Officer and Treasurer
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