Item 1.01 – Entry into a Material
Definitive Agreement
On August 24, 2021, Trinity Capital Inc. (the
“Company”) and U.S. Bank National Association (the “Trustee”), entered into a third supplemental indenture (the
“Third Supplemental Indenture”) to the indenture, dated as of January 16, 2020, between the Company and the Trustee (the “Base
Indenture”; and together with the Third Supplemental Indenture, the “Indenture”), relating to the Company’s issuance,
offer and sale of $125,000,000 aggregate principal amount of its 4.375% notes due 2026 (the “Notes”).
The Notes will mature on August 24, 2026,
and the Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100%
of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal
and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus
50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company
redeems any Notes on or after July 24, 2026 (the date falling one month prior to the maturity date of the Notes), the redemption price
for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to,
but excluding, the date of redemption.
The Notes bear interest at a rate of 4.375%
per year payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2022. The Notes are direct unsecured
obligations of the Company.
The Company expects to use the net proceeds
from this offering to pay down its existing indebtedness outstanding under a $300 million credit agreement (as amended, the “Credit
Agreement”) with Credit Suisse AG, in an amount expected to be equal to approximately $106 million. The Credit Agreement has a maturity
date of January 8, 2022 and generally bears interest at a rate of the three-month LIBOR plus 3.25%. As of August 17, 2021, the Company
had approximately $106 million of indebtedness outstanding under the Credit Agreement through its wholly-owned subsidiary, Trinity Funding
1, LLC. The Company may reborrow under the Credit Agreement to make investments in accordance with its investment objective and investment
strategy and for general corporate purposes. The Company intends to use the remaining net proceeds, if any, from this offering to make
investments in accordance with its investment objective and investment strategy and for general corporate purposes.
The Indenture contains certain covenants including
covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act
of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by
the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company
should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important
limitations and exceptions that are described in the Indenture.
In addition, upon the occurrence of a change
of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes
by Egan-Jones Rating Company), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal
amount plus accrued and unpaid interest to, but not including, the date of purchase.
The Notes were offered and sold pursuant to
the Registration Statement on Form N-2 (File No. 333-257818) previously filed with the Securities and Exchange
Commission, as supplemented by a preliminary prospectus supplement dated August 19, 2021, a final prospectus supplement
dated August 19, 2021, and the pricing term sheet dated August 19, 2021. The transaction closed on August 24, 2021.
The foregoing descriptions of the Base Indenture,
Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full
text of the Base Indenture, Third Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by
reference herein.