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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 1, 2021, TriplePoint
Venture Growth BDC Corp. (the “Company”) and certain qualified institutional investors entered into the First Supplement,
dated as of March 1, 2021 (the “First Supplement”), to the Master Note Purchase Agreement, dated as of March 19, 2020
(the “Note Purchase Agreement”). The First Supplement governs the issuance of $200,000,000 in aggregate principal amount
of the Company’s 4.50% Series 2021A Senior Notes due 2026 (the “Series 2021A Notes”). The Series 2021A Notes,
which were issued on March 1, 2021 in a private placement, bear a fixed interest rate of 4.50% per year and will mature on March
1, 2026, unless redeemed, purchased or prepaid prior to such date by the Company in accordance with their terms.
Interest on the Series
2021A Notes will be due semiannually on March 19 and September 19 each year, beginning on September 19, 2021. The Series 2021A
Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest
to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series
2021A Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control
events occur. The Series 2021A Notes are general unsecured obligations of the Company that rank pari passu with
all outstanding and future unsecured unsubordinated indebtedness issued by the Company; provided, however, in the event that the
Company creates, incurs, assumes or permits to exist liens on or with respect to any of its property or assets in connection with
future secured indebtedness of more than an aggregate principal amount of $25 million, the Series 2021A Notes and the Company’s
outstanding 4.50% Series 2020A Senior Notes due March 2025 will generally become secured concurrently therewith, equally and ratably
with such indebtedness.
The Company intends
to use the net proceeds from this offering to redeem all of its outstanding 5.75% fixed-rate notes due 2022 ($74.75 million in
aggregate principal amount) and to use the remaining proceeds to repay a portion of the outstanding borrowings under its $350.0
million revolving credit facility, to fund investments in accordance with its investment objectives and for other general corporate
purposes.
The
Note Purchase Agreement, as modified by the First Supplement, contains customary terms and conditions for senior unsecured notes
issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting,
maintenance of the Company’s status as a business development company within the meaning of the Investment Company Act of
1940, as amended, a minimum asset coverage ratio of 1.50 to 1.00, a minimum interest coverage ratio of 1.25 to 1.00, and minimum
stockholders’ equity of $216,129,000, as adjusted upward by an amount equal to 65% of the net proceeds from the issuance
of shares of the Company’s common stock subsequent to December 31, 2019. In addition, in the event that a Below Investment
Grade Event (as defined in the Note Purchase Agreement) occurs, the Series 2021A Notes will bear interest at a fixed rate of 5.50%
per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment
Grade Event is no longer continuing.
The Note Purchase Agreement,
as modified by the First Supplement, also contains customary events of default with customary cure and notice periods, including,
without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other
indebtedness of the Company or subsidiary guarantors, certain judgments and orders, certain events of bankruptcy, and breach of
a key man clause relating to the Company’s Chief Executive Officer, James P. Labe, and the Company’s President and
Chief Investment Officer, Sajal K. Srivastava.
The Series 2021A Notes
were offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Series
2021A Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered,
may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, as applicable.
The description above
is only a summary of the material provisions of the Note Purchase Agreement and the First Supplement and is qualified in its entirety
by reference to the copies of the Note Purchase Agreement and the First Supplement, which are incorporated by reference or filed
as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company issued
a press release on March 1, 2021 to announce the issuance of the Series 2021A Notes, a copy of which is attached hereto as Exhibit 99.1.