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 September 19, 2024, ABPCIC Funding V LLC (the “Borrower”), a wholly-owned subsidiary of AB Private Credit Investors Corporation (the “Fund”), entered into a warehouse financing transaction (the “Warehouse Credit Facility”). In connection with the Warehouse Credit Facility, the Borrower entered into, among other agreements, (i) the credit agreement (the “Warehouse Credit Agreement”), among the Borrower, MUFG Bank, Ltd., as lender, the other lenders party thereto from time to time, MUFG Bank, Ltd., as administrative agent (in such capacity, the “Administrative Agent”), U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the “Collateral Agent”) and collateral administrator (in such capacity, the “Collateral Administrator”), and U.S. Bank National Association, as document custodian, (ii) the account control agreement (the “Account Control Agreement”), among the Borrower, as debtor, the Collateral Agent, as secured party, and U.S. Bank National Association, as securities intermediary (in such capacity, the “Securities Intermediary”), (iii) the collateral management agreement (the “Collateral Management Agreement”), between the Borrower and AB Private Credit Investors LLC, as collateral manager (in such capacity, the “Collateral Manager”), (iv) the collateral administration agreement (the “Collateral Administration Agreement”), among the Borrower, the Collateral Manager and the Collateral Administrator and (v) the master loan sale and contribution agreement (the “Transfer Agreement”) between the Fund, as seller, and the Borrower, as buyer.
The Warehouse Credit Agreement provides for borrowings in an aggregate amount up to $150,000,000. Borrowings under the Warehouse Credit Agreement will bear interest based on the term standard overnight financing rate for the relevant interest period or the applicable replacement thereto provided for in the Warehouse Credit Agreement, in each case, plus an applicable spread. Interest is payable quarterly in arrears. Any amounts borrowed under the Warehouse Credit Agreement will mature, and all accrued and unpaid interest thereunder will be due and payable, on the earlier of (i) September 19, 2029 or (ii) upon certain other events which result in accelerated maturity under the Warehouse Credit Facility. Borrowing under the Warehouse Credit Facility is subject to certain restrictions contained in the Investment Company Act of 1940, as amended.
Borrowings under the Warehouse Credit Agreement are secured by all of the assets held by the Borrower. Pursuant to the Collateral Management Agreement, the Collateral Manager will perform certain duties with respect to the purchase and management of the assets securing the Warehouse Credit Facility. The Collateral Manager has elected to waive any fees that would otherwise be payable under the Warehouse Credit Agreement and the Collateral Management Agreement. The Borrower will reimburse the expenses incurred by the Collateral Manager in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses, which shall not be reimbursed. The Borrower has made customary representations and warranties under the Collateral Management Agreement and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
All of the collateral pledged to the lenders by the Borrower under the Warehouse Credit Agreement is held in the custody of the Securities Intermediary under the Control Agreement. The Collateral Administrator will maintain and perform certain collateral administration services with respect to the collateral pursuant to the Collateral Administration Agreement. As compensation for the services rendered by the Collateral Administrator, the Borrower will pay the Collateral Administrator, on a quarterly basis, customary fee amounts and reimburse the Collateral Administrator for its reasonable out-of-pocket expenses. The Collateral Administration Agreement and the obligations of the Collateral Administrator will continue until the earlier of (i) the liquidation of the collateral and the final distribution of the proceeds of such liquidation, (ii) the date on which all obligations have been paid in full or (iii) the termination of the Collateral Management Agreement.
Concurrently with the closing of the Warehouse Credit Facility, the Fund contributed and/or sold certain assets to the Borrower pursuant to the Transfer Agreement, and the Fund expects to continue to contribute and/or sell assets to the Borrower pursuant to the Transfer Agreement in the future. The Fund may, but shall not be required to, repurchase and/or substitute certain assets previously transferred to the Borrower subject to the conditions specified in the Transfer Agreement and the Warehouse Credit Agreement.
The Fund incurred certain customary fees, costs and expenses in connection with the closing of the Warehouse Credit Facility.
The foregoing descriptions of the Warehouse Credit Agreement, the Account Control Agreement, the Collateral Management Agreement, the Collateral Administration Agreement and the Transfer Agreement do not purport to be complete and are qualified in their entirety by the full text of each of the Warehouse Credit Agreement, the Account Control Agreement, the Collateral Management Agreement, the Collateral Administration Agreement and the Transfer Agreement, which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.
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 above is incorporated by reference into this Item 2.03.
Item 3.02 – Unregistered Sale of Equity Securities.
On September 20, 2024, the Fund delivered a capital call notice to its investors relating to shares of the Fund’s common stock, par value $0.01 per share (the “Shares”), for an aggregate offering price of $9,214,087.75. The sale is expected to close on or around October 1, 2024.
The sale of Shares is being made pursuant to subscription agreements entered into by the Fund and its investors. Under the terms of the subscription agreements, investors are required to fund capital calls to purchase Shares up to the amount of their respective capital commitments on an as-needed basis each time the Fund delivers a notice to its investors.
The issuance of the Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
* Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.
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: September 25, 2024 | AB PRIVATE CREDIT INVESTORS CORPORATION | |||||
| By: | /s/ Leon Hirth | |||||
| Leon Hirth | ||||||
| Secretary | ||||||