UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 19, 2023 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934. 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.
| Item 8.01. | Other Events |
On April 18, 2023, Runway Growth Finance Corp. (the “Company”) issued a press release announcing that it has entered into a letter agreement (the “Letter Agreement”) to, among other things, increase the commitment of lender CIBC Bank USA to $75,000,000, thus increasing the maximum commitment to $500,000,000, under that certain Amended and Restated Credit Agreement, dated as of April 20, 2022 (as amended, supplemented, restated or otherwise modified from time to time), by and among the Company, the Lenders from time to time party thereto, Keybank National Association, as the Administrative Agent and syndication agent, each guarantor party thereto, CIBC Bank USA as documentation agent, MUFG Bank, Ltd. (as successor-in-interest to MUFG Union Bank, N.A.) as co-documentation agent and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as collateral custodian and paying agent.
The information disclosed under Item 8.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporate by reference into any filing made under the Securities Act of 1933, except ad expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit Number | Description | |
| 99.1 | Press Release, dated April 18, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: April 19, 2023 | RUNWAY GROWTH FINANCE CORP. | |
| By: | /s/ Thomas B. Raterman | |
| Thomas B. Raterman Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary | ||
Exhibit 99.1
Runway Growth Announces Expansion of Revolving Credit Facility
WOODSIDE, Calif., April 18, 2023 - Runway Growth Finance Corp. (Nasdaq: RWAY) (“Runway Growth” or the “Company”), a leading provider of flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity, today announced the expansion of its existing revolving credit facility with an increase in aggregate commitments to $500 million from KeyBank Specialty Finance, CIBC Bank USA and other lenders.
Borrowings under the Credit Facility bear interest on a per annum basis equal to the Adjusted Term Secured Overnight Financing Rate ("SOFR") plus an applicable margin rate that ranges from 2.95% to 3.35% per annum depending on the Company's leverage ratio and number of eligible loans in the collateral pool. The lending syndicate is comprised of KeyBank National Association and CIBC Bank USA as Co-Lead Arrangers, and includes MUFG Union Bank, N.A. and U.S. Bank National Association. The maturity date under the Credit Facility is April 20, 2026.
“We are pleased with the ongoing support from our lending partners, which enhances Runway’s balance sheet to capitalize on robust demand for creative financing solutions,” stated Tom Raterman, CFO and COO of Runway Growth. “This credit facility expansion strengthens our liquidity, and strategically positions Runway to navigate any environment that lies ahead. With more than $200 million of available liquidity, our team remains focused on disciplined execution while deploying capital at favorable terms.”
“KeyBank is proud to have led the revolving credit facility for Runway Growth, given its reputation as a trusted partner in the venture debt market. We look forward to the continued partnership with management as they execute against their mission to support passionate entrepreneurs in building great businesses,” said Rian Emmett, Group Head of KeyBank Specialty Finance Lending.
About Runway Growth Finance Corp.
Runway Growth is a growing specialty finance company focused on providing flexible capital solutions to late- and growth-stage companies seeking an alternative to raising equity. Runway Growth is a closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940. Runway Growth is externally managed by Runway Growth Capital LLC, an established registered investment advisor that was formed in 2015 and led by industry veteran David Spreng. For more information, please visit www.runwaygrowth.com.
Forward-Looking Statements
Statements included herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Runway Growth’s filings with the Securities and Exchange Commission. Runway Growth undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
IR Contacts:
Stefan Norbom, Prosek Partners, snorbom@prosek.com
Thomas B. Raterman, Chief Financial Officer and Chief Operating Officer, tr@runwaygrowth.com