SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 10, 2022
Logan Ridge Finance Corporation
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
650 Madison Avenue
New York, New York
|(Address of Principal Executive Officers)||(Zip Code)|
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
on Which Registered
|Common Stock, par value $0.01 per share||LRFC||NASDAQ Global Select Market|
|5.75% Convertible Notes due 2022||CPTAG||NASDAQ Capital Market|
|6.00% Notes due 2022||CPTAL||NASDAQ Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01.|| |
Regulation FD Disclosure.
On May 10, 2022, Logan Ridge Finance Corporation (the Company) issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act, except as expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by the Company as to the materiality of such information.
|Item 9.01.|| |
Regulation FD Disclosure.
|99.1||Press Release, dated May 10, 2022|
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: May 10, 2022||By:|
|Title:||Chief Financial Officer|
FOR IMMEDIATE RELEASE
Logan Ridge Finance Corporation Announces the Refinancing of its Entire Legacy Capital
Structure and Significantly Lowers Cost of Capital
NEW YORK, May 10, 2022 Logan Ridge Finance Corporation (LRFC or the Company) (Nasdaq: LRFC) today announced the successful refinancing of its entire legacy capital structure, an important milestone and key strategic initiative for the Company.
Specifically, on May 10, 2022, the Company amended its existing Senior Secured Revolving Credit Facility agreement with KeyBank (KeyBank Credit Facility), by increasing the initial commitment from $25.0 million to $75.0 million, with an uncommitted accordion feature that allows the Company to borrow up to an additional $125.0 million. The amended KeyBank Credit Facility has a May 10, 2027 maturity date.
Borrowings under the amended KeyBank Credit Facility will bear interest at 1M Term SOFR plus 2.90% during the 3-year revolving period and 3.25% thereafter, with 0.40% 1M Term SOFR floor. The net proceeds to the Company from the initial draw was $49.1 million on May 10, 2022.
Furthermore, as previously disclosed on April 1, 2022, the Company entered into a Note Purchase Agreement for the issuance of $15.0 million Convertible Notes due in April 2032. The proceeds from the initial draw on the KeyBank Credit Facility, coupled with the net proceeds from the 2032 Convertible Notes issued in April and current cash on hand, provides the Company ample liquidity to pay off its outstanding $52.1 million of 5.75% convertible notes as well as the remaining $22.8 million of 6.00% notes, both of which mature on May 31, 2022.
Ted Goldthorpe, Chief Executive Officer and President of LRFC, said, We are pleased to announce that we have successfully refinanced our entire legacy capital structure at lower interest rates, which materially lowers our cost of debt capital from approximately 7.0% as of March 31, 2022 to approximately 5.2% today. KeyBank has been an excellent partner for Logan Ridge and we are happy to leverage this strong relationship to improve Logan Ridges financial position and capital structure. This represents a significant milestone for Logan Ridge as we continue to execute on our strategic vision we laid out for shareholders when we became the external manager in July 2021.
About Logan Ridge Finance Corporation
Logan Ridge Finance Corporation (Nasdaq: LRFC) is a business development company that invests primarily in first lien loans and, to a lesser extent, second lien loans and equity securities issued by lower middle market companies. The Company invests in performing, well-established middle market businesses that operate across a wide range of industries. It employs fundamental credit analysis, targeting investments in businesses with relatively low levels of cyclicality and operating risk. For more information, visit loganridgefinance.com.
About Mount Logan Capital Inc.
Mount Logan Capital Inc. is an alternative asset management company that is focused on public and private debt securities in the North American market. The Company seeks to source and actively manage loans and other debt-like securities with credit-oriented characteristics. The Company actively sources, evaluates, underwrites, manages, monitors and primarily invests in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.
About BC Partners Advisors L.P. and BC Partners Credit
BC Partners is a leading international investment firm with over $40 billion of assets under management in private equity, private credit and real estate strategies. Established in 1986, BC Partners has played an active role in developing the European buyout market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firms offices in North America and Europe. Since inception, BC Partners has completed 117 private equity investments in companies with a total enterprise value of 149 billion and is currently investing its eleventh private equity fund.
BC Partners Credit was launched in February 2017 and has pursued a strategy focused on identifying attractive credit opportunities in any market environment and across sectors, leveraging the deal sourcing and infrastructure made available from BC Partners.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words may, will, should, potential, intend, expect, endeavor, seek, anticipate, estimate, overestimate, underestimate, believe, could, project, predict, continue, target or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include those risk factors detailed in the Companys reports filed with the Securities and Exchange Commission (SEC), including the Companys annual report on Form 10-K, periodic quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC.
Any forward-looking statements speak only as of the date of this communication. The Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
For additional information, contact:
Logan Ridge Finance Corporation
650 Madison Avenue, 23rd Floor
New York, NY 10022
Chief Financial Officer
The Equity Group Inc.