Securities Registration (section 12(b)) (8-a12b)
July 02 2018 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CM Finance
Inc
(Exact name of registrant as specified in its charter)
|
|
|
Maryland
|
|
46-2883380
|
(Jurisdiction of Incorporation
or Organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
601 Lexington Avenue
26th Floor
New York,
NY
|
|
10022
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Securities to be registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class to be
so registered
|
|
Name of each exchange on
which each class is to be registered
|
6.125% Notes due 2023
|
|
The NASDAQ Stock Market LLC
|
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-223999
Securities
to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The securities to be registered hereby consist of the 6.125% Notes due 2023 (the
Notes
) of CM Finance Inc, a Maryland
corporation (the
Registrant
). The Notes are expected to be listed on The NASDAQ Global Select Market and to trade thereon within 30 days of the original issue date under the trading symbol CMFNL. As of
July 2, 2018, the Registrant has sold and issued $30,000,000 in aggregate principal amount of the Notes and granted an option to the underwriters to purchase up to an additional $4,500,000 in aggregate principal amount of the Notes.
For a description of the Notes, reference is made to (i) the information set forth under the heading Description of our Debt
Securities in the Registrants prospectus included in Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (Registration No. 333 223999) (as amended from time to time, the
Registration Statement
), as filed with the Securities and Exchange Commission (the
Commission
) on May 31, 2018 under the Securities Act of 1933, as amended (the
Securities
Act
), and (ii) the information set forth under the headings Specific Terms of The Notes and the Offering and Description of the Notes in the Registrants prospectus supplement dated June 27, 2018,
as filed with the Commission on June 28, 2018 pursuant to Rule 497 under the Securities Act. The foregoing descriptions are incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that
includes such descriptions and that are subsequently filed are hereby also incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this
Registration Statement:
|
|
|
Number
|
|
Exhibit
|
|
|
3.1
|
|
Articles of Amendment and Restatement of the Registrant (filed previously as Exhibit (a)(1) to the Registrants Registration Statement on Form N-2 (File No. 333-192370) filed on November 15, 2013 and incorporated herein by
reference).
|
|
|
3.2
|
|
Bylaws of the Registrant (filed previously as Exhibit (b)(1) to the Registrants Registration Statement on Form N-2 (File No. 333-192370) filed on November 15, 2013 and incorporated herein by reference).
|
|
|
4.1
|
|
Form of Base Indenture between the Registrant and U.S. Bank National Association (filed previously as Exhibit (d)(2) to Pre-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File No. 333-201432)
filed on March 5, 2015 and incorporated herein by reference).
|
|
|
4.2
|
|
First Supplemental Indenture dated as of July 2, 2018, between the Registrant and U.S. Bank National Association (filed previously as Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrants Registration Statement
on Form N-2 (File No. 333-223999) filed on July 2, 2018 and incorporated herein by reference).
|
|
|
4.3
|
|
Form of 6.125% Notes Due 2023 (Filed as Exhibit A to the First Supplemental Indenture referred to in Exhibit 4.2).
|
EXHIBIT INDEX
|
|
|
Number
|
|
Exhibit
|
|
|
3.1
|
|
Articles of Amendment and Restatement of the Registrant (filed previously as Exhibit (a)(1) to the Registrants Registration Statement on Form N-2 (File No. 333-192370) filed on November 15, 2013 and incorporated herein by
reference).
|
|
|
3.2
|
|
Bylaws of the Registrant (filed previously as Exhibit (b)(1) to the Registrants Registration Statement on Form N-2 (File No. 333-192370) filed on November 15, 2013 and incorporated herein by reference).
|
|
|
4.1
|
|
Form of Base Indenture between the Registrant and U.S. Bank National Association (filed previously as Exhibit (d)(2) to Pre-Effective Amendment No. 1 to the Registrants Registration Statement on Form N-2 (File No. 333-201432)
filed on March 5, 2015 and incorporated herein by reference).
|
|
|
4.2
|
|
First Supplemental Indenture dated as of July 2, 2018, between the Registrant and U.S. Bank National Association (filed previously as Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrants Registration Statement
on Form N-2 (File No. 333-223999) filed on July 2, 2018 and incorporated herein by reference).
|
|
|
4.3
|
|
Form of 6.125% Notes Due 2023 (Filed as Exhibit A to the First Supplemental Indenture referred to in Exhibit 4.2).
|
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
Date: July 2, 2018
|
|
CM Finance Inc
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Rocco DelGuercio
|
|
|
|
|
|
|
Rocco DelGuercio
|
|
|
|
|
|
|
Chief Financial Officer
|
CM Financial (NASDAQ:CMFN)
Historical Stock Chart
From Jun 2024 to Jul 2024
CM Financial (NASDAQ:CMFN)
Historical Stock Chart
From Jul 2023 to Jul 2024