Current Report Filing (8-k)
June 27 2019 - 6:02AM
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): June 26, 2019 (June 26, 2019)
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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65 East 55th Street
15th 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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[X]
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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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[ ]
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading symbol(s)
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Name of Each
Exchange on
Which Registered
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Common Stock, par value $0.001
per share
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CMFN
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The NASDAQ Global Select Market
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6.125% Notes due
2023
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CMFNL
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The NASDAQ Global Select Market
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Item 8.01. Other Events.
Press Releases
On June 26,
2019, CM Finance Inc (the Company) issued a press release announcing that: (i) Investcorp Credit Management US LLC (Investcorp), a subsidiary of Investcorp Bank B.S.C., has entered into a definitive interest purchase
agreement to acquire a majority ownership interest in CM Investment Partners LLC (CMIP), the investment adviser to the Company, through its purchase of the respective equity positions held by certain funds managed by Cyrus Capital
Partners, L.P. (Cyrus) and Stifel Venture Corp. (Stifel), and newly issued interests in CMIP (the Transaction), and (ii) the Company entered into a definitive stock purchase and transaction agreement with an
affiliate of Investcorp (the Stock Purchase Agreement), through which, following the closing of the Transaction (the Closing) and before the second anniversary of the date of the Closing, Investcorp (or an affiliate thereof)
will purchase (1) newly issued shares of the Companys common stock in an amount representing 5% of the total outstanding shares of common stock as of the date of the Stock Purchase Agreement, at the most recently determined net asset
value per share of the Companys common stock at the time of such purchase, and (2) shares of the Companys common stock in open-market transactions in an amount representing 5% of the total outstanding shares of common stock as of
the date of the Stock Purchase Agreement. Notwithstanding the sale of their respective interests in CMIP, each of Cyrus and Stifel will retain their equity interests in the Company as of the Closing date, which currently represent a 44.1% interest
in the aggregate.
The full text of the Companys press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
On June 26, 2019, Investcorp issued a press release announcing the Transaction. The full text of Investcorps press
release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: June 26, 2019
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CM FINANCE INC
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By:
/s/ Rocco DelGuercio
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Name: Rocco DelGuercio
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Title: Chief Financial Officer and Treasurer
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