UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 13, 2021
Stellus Capital Investment Corporation
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 814-00971 | 46-0937320 | ||
|
(State of Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
4400 Post Oak Parkway, Suite 2200, Houston, Texas 77027
(Address of Principal Executive Offices, Including Zip Code)
(713) 292-5400
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
| ¨ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications 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 |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | SCM | New York Stock Exchange |
| 5.75% Notes due 2022 | SCA | New York Stock Exchange |
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 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 January 13, 2021, Stellus Capital Investment Corporation (the “Company”) announced that it will redeem all of its outstanding 5.75% Notes due 2022 (the “2022 Notes”). The Company will redeem 100% (or $48.875 million aggregate principal amount) of the outstanding 2022 Notes on February 12, 2021 (the “Redemption Date”). The redemption price for the 2022 Notes equals 100% of the $48,875,000 aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest otherwise payable for the current quarterly interest period accrued to, but excluding, the Redemption Date. The 2022 Notes will be delisted from the NYSE. This Current Report on Form 8-K does not constitute notice of redemption of the 2022 Notes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Notice of Redemption of 5.75% Notes due 2022 |
SIGNATURE
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: January 13, 2021 | Stellus Capital Investment Corporation | |||||
| By: |
/s/ W. Todd Huskinson | |||||
| W. Todd Huskinson | ||||||
| Chief Financial Officer, Chief Compliance Officer, Treasurer, and Secretary | ||||||
Exhibit 99.1
NOTICE OF REDEMPTION TO THE HOLDERS OF THE
5.75% Senior Notes due 2022
of Stellus Capital Investment Corporation
(CUSIP No. 858568 306; NYSE: SCA)*
Redemption Date: February 12, 2021
NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture dated as of May 5, 2014 (the “Base Indenture”), between Stellus Capital Investment Corporation, a Maryland corporation (the “Company”), and U.S. Bank National Association (the “Trustee), and Section 1.01(h) of the Second Supplemental Indenture, dated as of August 21, 2017 (the “Second Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in full, the 5.75% Notes due 2022 (the “Notes”). The Company will redeem $48.875 million in aggregate principal amount of the Notes, which represents the entire amount outstanding, on February 12, 2021 (the “Redemption Date”). The redemption price for the Notes equals 100% of the $48.875 million aggregate principal amount of the Notes being redeemed (or $25 in principal amount per Note), plus the accrued and unpaid interest thereon through, but excluding, the Redemption Date (the “Redemption Payment”). The aggregate accrued interest on the Notes that is payable on the Redemption Date will be approximately $444,966.16 (or approximately $00.23 on each $25 principal amount of the Notes).
On the Redemption Date, the Redemption Payment will become due and payable to the Holders of the Notes. Interest on the $48.875 million in principal amount of Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.
Questions relating to this notice of redemption should be directed to U.S. Bank National Association via telephone at 1-800-934-6802. Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:
|
If by Mail, Hand or Overnight Mail: U.S. Bank Corporate Trust Services 111 Fillmore Avenue E. St. Paul, MN 55107 |
*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.
NOTICE
Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
| Stellus Capital Investment Corporation | ||
| Dated: January 13, 2021 | By: U.S. Bank National Association, as Trustee and Paying Agent | |