UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On November 26, 2024, Hercules Capital, Inc. (“the Company”) entered into the Fifth Amendment to Revolving Credit Agreement (the “SMBC Fifth Amendment”), which amends the Revolving Credit Agreement, dated as of November 9, 2021, as amended by the First Amendment to Revolving Credit Agreement, dated as of December 31, 2021, the Second Amendment to Revolving Credit Agreement, dated as of June 14, 2022, the First Omnibus Amendment to Revolving Credit Agreement and Guarantee and Security Agreement, dated as of January 13, 2023, and the Fourth Amendment to Revolving Credit Agreement, dated as of June 28, 2024 (collectively, the “SMBC Credit Agreement” and, as amended by the SMBC Fifth Amendment, the “SMBC Amended Credit Agreement”), with Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent, and the lenders and issuing banks from time to time party thereto. The SMBC Fifth Amendment amends certain provisions of the SMBC Credit Agreement to, among other things, (i) increase the facility amount from $225.0 million to $300.0 million, which may be further increased up to $500.0 million, subject to the terms of the SMBC Amended Credit Agreement, (ii) establish that interest will be charged at a rate per annum equal to (a) with respect to any ABR Loan, 1.00% plus the “alternate base rate” (as described in the SMBC Credit Agreement) and (b) with respect to any Term Benchmark Loan or RFR Loan, 2.00% plus the “adjusted term benchmark rate” (as described in the SMBC Credit Agreement), (iii) extend the commitment termination date under the SMBC Credit Agreement from November 7, 2025, to November 24, 2028, and (iv) extend the final maturity date of the SMBC Credit Agreement from November 9, 2026, to November 26, 2029.
The above description is only a summary of the material provisions of the SMBC Fifth Amendment and is qualified in its entirety by reference to a copy of the SMBC Fifth Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein.
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 8.01. Other Events.
On December 2, 2024, the Company issued a press release announcing its entry into the SMBC Fifth Amendment. The text of the press release is included as an exhibit to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
| 4.1 | Fifth Amendment to Revolving Credit Agreement, dated as of November 26, 2024, between the Registrant, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent | |
| 99.1 | Press Release, dated December 2, 2024 | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |
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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.
| HERCULES CAPITAL, INC. | ||||||
| December 2, 2024 | By: | /s/ Kiersten Zaza Botelho | ||||
| Kiersten Zaza Botelho | ||||||
| Secretary | ||||||
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