Item 1.01 Entry Into a Material Definitive Agreement.
Formation of Joint Venture
On January 20, 2021, Business Development Corporation of America (the
"Corporation") entered into a limited liability company agreement (the "LLCA")
to co-manage a newly formed joint venture, BDCA Senior Loan Fund LLC (the "Joint
Venture"). The Joint Venture invests primarily in senior secured loans of U.S.
middle-market companies. The Corporation contributed 100% of the membership
interests in BDCA-CB Funding, LLC, a Delaware limited liability company (the
"Funding Subsidiary") and certain other investments with a combined aggregate
principal balance of $684 million. The Corporation also made a cash contribution
of $43.75 million to the Joint Venture. In exchange for the contributed
investments and cash, the Corporation owns 87.5% of the Joint Venture's
membership interests. The Joint Venture is managed by a four-member board of
managers, of which the Corporation and the other Joint Venture member each have
equal representation. The Joint Venture is not consolidated in the Corporation's
consolidated financial statements.
Amendment to Citi Credit Agreement
On January 20, 2021, the Joint Venture entered into an amendment (the "Citi
Amendment") to the Credit and Security Agreement, dated as of June 27, 2014 (as
amended, the "Citi Credit Agreement"), among the Financing Subsidiary, as
borrower, the Lenders, Citibank, N.A., as administrative agent, U.S. Bank
National Association, as collateral agent and as custodian, and the Corporation,
as collateral manager. The Citi Amendment, among other things, (i) replaces the
Corporation with the Joint Venture as the collateral manager under the Citi
Credit Agreement, (ii) extends the end of the reinvestment period from May 31,
2021 to May 31, 2023 and (iii) extends the final maturity date from May 31, 2022
to May 31, 2024.
Amendment to JPMorgan Credit Agreement
On January 21, 2021, the Corporation, through a wholly owned, consolidated
special purpose financing subsidiary, BDCA 57th Street Funding, LLC, entered
into an amendment (the "JPM Amendment") to its Loan and Security Agreement with
JPMorgan Chase Bank, National Association, dated as of August 28, 2020 (as
amended from time to time, the "JPM Credit Agreement"). The JPM Amendment, among
other things, increases the amount that the Corporation is permitted to borrow
under the JPM Credit Agreement from $300,000,000 to $400,000,000.
The foregoing descriptions of the LLCA, the Citi Amendment and the JPM Amendment
are summaries only and are each qualified in all respects by the provisions of
such agreements, copies of which are attached to this Current Report on Form 8-K
as Exhibits 10.1 through 10.3 and are incorporated by reference into this Item
1.01.
Item 8.01 Other Events.
On January 26, 2021, Business Development Corporation of America issued a press
release, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Limited Liability Company Agreement of BDCA Senior Loan Fund LLC,
10.1 dated as of January 20, 2021.
Ninth Amendment to Credit and Security Agreement, dated as of January
20, 2021, among BDCA-CB Funding, LLC, as borrower, the Lenders,
10.2 Citibank, N.A., as administrative agent, U.S. Bank National Association,
as collateral agent and as custodian, and BDCA Senior Loan Fund LLC, as
collateral manager.
First Amendment to Loan and Security Agreement and First Commitment
Increase Request, dated as of January 21, 2021, among BDCA 57th Street
10.3 Funding, LLC, as Borrower, the Corporation, as Portfolio Manager, the
Lenders party thereto, U.S. Bank National Association, as Collateral
Agent, Collateral Administrator and Securities Intermediary, and
JPMorgan Chase Bank, National Association, as Administrative Agent.
99.1 Press Release dated January 26, 2021© Edgar Online, source Glimpses
