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Wells Fargo Agents $575MM Refi for Business Development Corporation of America

Date: Sep 04, 2020 @ 08:45 AM
Filed Under: Industry News

Business Development Corporation of America refinanced the $575.0 million syndicated revolving credit facility that it had entered into through a wholly-owned, consolidated special purpose financing subsidiary, BDCA Funding I, LLC ("Funding I"), with Wells Fargo Bank, National Association, as administrative agent, and U.S. Bank National Association, as collateral agent, account bank and collateral custodian (the "Prior Wells Fargo Credit Facility"), with:

(i) a $300.0 million revolving credit facility with the Corporation, as collateral manager, Funding I, as borrower, the lenders party thereto, Wells Fargo, as administrative agent, and U.S. Bank, as collateral agent and collateral custodian (the "New Wells Fargo Credit Facility"); and

(ii) a $300.0 million revolving credit facility with BDCA 57th Street Funding, LLC, as borrower ("57th Street" and, together with Funding I, the "Financing Subsidiaries"), the Corporation, as portfolio manager, the lenders party thereto, U.S. Bank, as collateral agent, collateral administrator and securities intermediary, and JPMorgan Chase Bank, National Association, as administrative agent (the "JPM Credit Facility" and, together with the New Wells Fargo Credit Facility, the "New Credit Facilities").

The New Wells Fargo Credit Facility provides for borrowings through August 28, 2023, and any amounts borrowed under the New Wells Fargo Credit Facility will mature on August 28, 2025. The New Wells Fargo Credit Facility is priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread calculated based upon the composition of loans in the collateral pool, which will not exceed 2.75% per annum. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the commitments available under the New Wells Fargo Credit Facility have not been borrowed. Funding I paid a structuring fee and incurred other customary costs and expenses in connection with the New Wells Fargo Credit Facility.

The JPM Credit Facility provides for borrowings through August 28, 2023, and any amounts borrowed under the JPM Credit Facility will mature on August 28, 2023 unless the administrative agent exercises its option to extend the maturity date to August 28, 2024. The JPM Credit Facility is priced at three-month LIBOR, with a LIBOR floor of zero, plus a spread of 2.75% per annum. Interest is payable quarterly in arrears. 57th Street will be subject to a non-usage fee to the extent the commitments available under the JPM Credit Facility have not been borrowed. 57th Street paid a structuring fee and incurred other customary costs and expenses in connection with the JPM Credit Facility.

Each Financing Subsidiary's obligations under the New Credit Facilities are secured by a first priority security interest in substantially all of the assets of such Financing Subsidiary, including its portfolio of investments and the Corporation's equity interest in such Financing Subsidiary. The obligations of each Financing Subsidiary under the New Credit Facilities are non-recourse to the Corporation.

In connection with the New Credit Facilities, the Corporation and each Financing Subsidiary have made certain representations and warranties and are required to comply with various covenants and other customary requirements. Each New Credit Facility contains customary default provisions pursuant to which the administrative agent and the lenders under the New Credit Facilities may terminate the Corporation in its capacity as collateral manager/portfolio manager under such New Credit Facility. Upon the occurrence of an event of default under a New Credit Facility, the administrative agent or the lenders may declare the outstanding advances and all other obligations under such New Credit Facility immediately due and payable.

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