Form 8-K Investcorp Credit Management Bdc, Inc.

Current report, items 1.01, 1.02, 5.02, 5.03, 8.01, and 9.01

Published: 2019-09-03 08:50:33
Submitted: 2019-09-03
Period Ending In: 2019-09-03
d773752d8k.htm CM FINANCE INC


> ENT> 8-K 1 d773752d8k.htm CM FINANCE INC

CM FINANCE INC

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): September 3, 2019 (August 28, 2019)

Investcorp Credit Management BDC, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland    814-01054    46-2883380
(State or other jurisdiction
of incorporation)
   (Commission File Number)    (I.R.S. Employer Identification No.)

65 East 55th Street

15th Floor

New York, New York 10022

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 257-5199

                                                   CM Finance Inc                                        

Former name or former address, if changed since last report

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:

[  ] 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))

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. ☐


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    ICMB    The NASDAQ Global Select Market

6.125% Notes due 2023

 

   CMFNL    The NASDAQ Global Select Market


Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, on June 26, 2019, CM Finance Inc (“CM Finance”) entered into a Stock Purchase and Transaction Agreement (the “SPA”) by and between CM Finance and Investcorp BDC Holdings Limited (“Investcorp”), an affiliate of Investcorp Credit Management US LLC (“ICM”). The SPA was entered into simultaneously with ICM’s entrance into a definitive interest purchase agreement to acquire a majority ownership interest in CM Investment Partners LLC (the “Adviser”), the investment adviser to CM Finance (the “Adviser Transaction”).

The Adviser Transaction closed on August 30, 2019 pursuant to which ICM became the majority owner of the Adviser. In addition, the Initial Closing (as defined in the SPA) under the SPA occurred on August 30, 2019 (the “Closing”). Effective as of the Closing, CM Finance changed its name to Investcorp Credit Management BDC, Inc. (“Investcorp Credit”). References herein to the “Company”, “we” or “us” refer to CM Finance immediately prior to the Closing and to Investcorp Credit at and after the Closing.

In connection with the Closing, on August 30, 2019, the Investment Advisory Agreement, dated February 5, 2014, between the Company and the Adviser and the Administration Agreement, dated February 5, 2014, between the Company and the Adviser were terminated, and the Company entered into a new Investment Advisory Agreement with the Adviser (the “New Advisory Agreement”) and a new Administration Agreement with the Adviser (the “New Administration Agreement”). The New Advisory Agreement and New Administration Agreement were unanimously approved by the Company’s then-current board of directors (the “Board”) on June 26, 2019, and the Company’s stockholders approved the New Advisory Agreement at a special meeting of stockholders on August 28, 2019.

SPA Waiver Agreement

On August 28, 2019, the Company entered into the Letter Agreement, dated August 28, 2019, with Investcorp (the “Waiver Agreement”) amending certain terms of the SPA. Under the Waiver Agreement, the Company waived Investcorp’s obligation to identify a second director candidate prior to the Closing and Investcorp waived the Company’s obligation to take all action necessary so that, effective upon the Closing, the size of the Board is reduced to four members and each of Keith Lee, Robert Ryder and Robert Wagner resigns as a member of the Board.

Pursuant to the Waiver Agreement, among other things, (i) Investcorp has the right to identify a second director candidate (the “Post-Closing Designated Director”) prior to March 31, 2020; provided that if by March 31, 2020 the Post-Closing Designated Director has not been elected to the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) has rejected one or more proposed Post-Closing Designated Directors, then such date will be extended for such period of time as necessary for Investcorp to propose a qualified Post-Closing Designated Director, but in any event not beyond August 30, 2020, (ii) Messrs. Ryder and Wagner have submitted their resignations from the Board, each to be effective as of September 15, 2019, (iii) Mr. Lee has delivered a letter to the Chairman of the Board indicating that, in light of the SPA and the Adviser Transaction, he intends to resign as a member of the Board upon the recommendation by the Nominating Committee to the Board to appoint the Post-Closing Designated Director and the appointment by the Board of the Post-Closing Designated Director to the Board, and (iv) the Board has approved a reduction in the size of the Board to four members, effective as of September 15, 2019.

New Advisory Agreement

On August 30, 2019 (the “Commencement Date”), the Company entered into the New Advisory Agreement with the Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended.

 

3


Pursuant to the New Advisory Agreement and subject to the overall supervision of the Board and in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”), the Adviser manages the Company’s day-to-day operations and provides it with investment advisory services. Under the terms of the New Advisory Agreement, the Adviser:

 

   

determines the composition of the Company’s portfolio, the nature and timing of the changes to the Company’s portfolio and the manner of implementing such changes;

 

   

identifies, evaluates and negotiates the structure of the investments the Company makes;

 

   

executes, closes, services and monitors the investments the Company makes;

 

   

determines the securities and other assets that the Company will purchase, retain or sell;

 

   

performs due diligence on prospective portfolio companies; and

 

   

provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

The Adviser’s services under the New Advisory Agreement are not exclusive, and it may furnish similar services to other entities.

Under the New Advisory Agreement, the Company pays the Adviser a fee for investment advisory and management services consisting of two components — a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”).

Base Management Fee

The Base Management Fee is calculated at an annual rate of 1.75% of the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents (such amount, “Gross Assets”). The Base Management Fee is payable quarterly in arrears and the Base Management Fees for any partial month or quarter will be appropriately pro-rated.

For the period from the Commencement Date through the end of the first and second fiscal quarters after the Commencement Date, the Base Management Fee is calculated based on the value of the Company’s Gross Assets as of the end of such quarter. Subsequently, the Base Management Fee will be calculated based on the average value of the Company’s Gross Assets at the end of the two most recently completed fiscal quarters. Base Management Fees for any partial month or quarter will be appropriately pro-rated.

Incentive Fee

The Incentive Fee, which provides the Adviser with a share of the income that it generates for the Company, has two components, ordinary income (the “Income-Based Fee”) and capital gains (the “Capital Gains Fee”). Incentive Fees are calculated as described below and payable quarterly in arrears (or, upon termination of the New Advisory Agreement, as of the termination date).

Income-Based Fee

The Income-Based Fee is calculated and payable quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income (as defined below) for the immediately preceding fiscal quarter, subject to a total return requirement (the “Total Return Requirement”) and deferral of non-cash amounts, and is 20.0% of the amount, if any, by which the Company’s Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets attributable to its common stock, for the immediately preceding fiscal quarter, exceeds a 2.0% (which is 8.0% annualized)

 

4


hurdle rate and a “catch-up” provision measured as of the end of each fiscal quarter. Under this provision, in any fiscal quarter, the Adviser receives no Incentive Fee until the Company’s Pre-Incentive Fee Net Investment Income equals the hurdle rate of 2.0%, but then receives, as a “catch-up,” 100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.5% (which is 10.0% annualized). The effect of the “catch-up” provision is that, subject to the Total Return Requirement and deferral provisions discussed below, if Pre-Incentive Fee Net Investment Income exceeds 2.5% in any fiscal quarter, the Adviser receives 20.0% of the Company’s Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply.

“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Company receives from portfolio companies) accrued during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the New Administration Agreement and any interest expense and any distributions paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash.

Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the Incentive Fee, it is possible that the Company may pay an Incentive Fee in a quarter where it incurs a loss, subject to the Total Return Requirement and deferral of non-cash amounts. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the quarterly minimum hurdle rate, it would pay the applicable Incentive Fee even if it has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this component of the Incentive Fee is also included in the amount of its Gross Assets used to calculate the Base Management Fee. These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.

The calculation period for the Pre-Incentive Fee Net Investment Income is based on fiscal quarters and the Lookback Period (as defined below) for purposes of the Total Return Requirement for the Income-Based Fee begins on September 30, 2019. No Income-Based Fee is payable under the New Advisory Agreement except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the fiscal quarter for which fees are being calculated and the Lookback Period exceeds the cumulative Incentive Fees accrued and/or paid for the Lookback Period. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of Pre-Incentive Fee Net Investment Income, realized gains and losses and unrealized appreciation and depreciation of the Company for the then current fiscal quarter and the Lookback Period. The “Lookback Period” means (1) through June 30, 2022, the period that begins on September 30, 3019 and ends on the last day of the fiscal quarter immediately preceding the fiscal quarter for which the Income-Based Fee is being calculated, and (2) after June 30, 2022, the eleven fiscal quarters immediately preceding the fiscal quarter for which the Income-Based Fee is being calculated.

Capital Gains Fee

The Capital Gains Fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the New Advisory Agreement, as of the termination date), commencing with the fiscal year ending June 30, 2021, and will equal 20.0% of the Company’s cumulative aggregate realized capital gains from the Commencement Date through the end of that fiscal year, computed net of the Company’s aggregate cumulative realized capital losses and the Company’s aggregate cumulative unrealized capital depreciation through the end of such year, less the aggregate amount of any previously paid Capital Gains Fees. If such amount is negative, then no Capital Gains Fee will be payable for such year. Additionally, if the New Advisory Agreement is terminated as of a date that is not a fiscal year end, the termination date will be treated as though it were a fiscal year end for purposes of calculating and paying the Capital Gains Fee. For the avoidance of doubt, realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the

 

5


Company’s portfolio as of the end of the fiscal year ended June 30, 2020 will be excluded from the calculations of the Capital Gains Fee.

Duration and Termination

Unless terminated earlier as described below, the New Advisory Agreement will be in effect for an initial two-year term and will continue in effect from year-to-year thereafter if approved annually by the Board, including a majority of the directors who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities and a majority of the Independent Directors.

The New Advisory Agreement may be terminated by either party without penalty by delivering notice of termination upon not less than 60 days’ written notice to the other party and will automatically terminate in the event of its assignment. The holders of a majority of the Company’s outstanding voting securities may also terminate the New Advisory Agreement without penalty upon 60 days’ written notice.

Indemnification

The New Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations under the New Advisory Agreement, the Adviser and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the New Advisory Agreement or otherwise as the Adviser.

New Administration Agreement

Under the New Administration Agreement, the Adviser furnishes the Company with office facilities and equipment and provides it with clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the New Administration Agreement, the Adviser performs, or oversees the performance of, the Company’s required administrative services, which includes, among other things, being responsible for the financial and other records that it is required to maintain and preparing reports to its stockholders and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). In addition, the Adviser assists the Company in determining and publishing its net asset value, oversees the preparation and filing of its tax returns and the printing and dissemination of reports and other materials to its stockholders, and generally oversees the payment of its expenses and the performance of administrative and professional services rendered to the Company by others. Under the New Administration Agreement, the Adviser also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted its offer to provide such assistance. The Adviser may satisfy certain of its obligations under the New Administration Agreement to the Company through its services agreement with Investcorp International Inc., an affiliate of Investcorp, including supplying the Company with accounting and back-office professionals upon the request of the Adviser.

Payments under the New Administration Agreement equal an amount based upon the Company’s allocable portion (subject to the review of the Board) of the Adviser’s overhead in performing its obligations under the New Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer and their respective staffs. In addition, if requested to provide significant managerial assistance to the Company’s portfolio companies, the Adviser will be paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from such portfolio companies for providing this assistance. The New Administration Agreement has an initial term of two years and may be renewed with the approval of the Board. The New Administration Agreement may be terminated by either party

 

6


without penalty upon 60 days’ written notice to the other party. To the extent that the Adviser outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without any incremental profit to the Adviser.

Indemnification

The New Administration Agreement provides that, absent criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the New Administration Agreement or otherwise as the Company’s administrator.

License Agreement

On August 30, 2019, the Company entered into the Trademark License Agreement with the Adviser (the “License Agreement”), pursuant to which the Adviser has granted the Company a non-exclusive, royalty-free license to use the name “Investcorp”.

The foregoing descriptions of the Waiver Agreement, the New Advisory Agreement, the New Administration Agreement and the License Agreement are only summaries of certain of the provisions of such agreements and are qualified in their entirety by reference to the underlying agreements. The Waiver Agreement, the New Advisory Agreement, the New Administration Agreement and the License Agreement are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 1.02.  Termination of a Material Definitive Agreement.

The third paragraph of Item 1.01 above is incorporated by reference into this Item 1.02. Further, in accordance with the SPA, the Company terminated the Third Amended and Restated Stockholder Agreement, dated December 7, 2017, by and among the Company, the Adviser, Stifel Venture Corp. and Stifel Nicolaus & Company, Incorporated.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Per the requirements of the SPA, Christopher Jansen resigned from the Board, effective as of the Closing. He will continue to serve as the Company’s President and Secretary.

On August 28, 2019, the Board elected Thomas Sullivan as a director of the Company, effective as of September 15, 2019.

Mr. Sullivan, 56, has served as a partner with Standard General L.P., a New York-based investment firm that manages event-driven opportunity funds, since June 2016 where he is responsible for portfolio management of Standard General’s SG Special Situations Fund L.P. Prior to joining Standard General L.P., Mr. Sullivan was the managing partner of Smallwood Partners, LLC, a financial advisory services firm (2009-2015) and a managing director of Investcorp International, Inc., a global middle market private equity firm (1996-2008). Mr. Sullivan has served on numerous boards and committees over the prior twenty years. He currently serves as a member of the board of trustees of Spirit MTA REIT, an externally managed, publicly traded REIT, and is a member of its audit committee, compensation committee and related party transactions committee. Mr. Sullivan served as a member of the board of directors, including as a member of the audit committee, finance committee and budget advisory committee, of Media General Inc. from November 2013 to February 2017. Additionally, Mr. Sullivan served as a member of the board of directors, lead director of the suitability committee and chairperson of the nominating and governance committee of American Apparel Inc. from August 2014 to March 2016. Mr. Sullivan received a Bachelor of Business Studies from Villanova University.

 

7


Mr. Sullivan is not an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company and will serve as one of the Company’s Independent Directors. He will serve as a director for a term expiring in 2021 and until his successor is duly elected and qualified.

Mr. Sullivan will be entitled to the applicable annual fee and other compensation pursuant to the Company’s director compensation arrangements, under terms consistent with those previously disclosed by the Company. There are no arrangements or understandings between Mr. Sullivan and any other persons pursuant to which Mr. Sullivan was elected as a director of the Company. There are also no transactions in which Mr. Sullivan has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Further, as discussed above in Item 1.01, pursuant to the SPA and the Waiver Agreement, (i) Messrs. Ryder and Wagner submitted their resignations from the Board, each to be effective as of September 15, 2019, and (ii) Keith Lee delivered a letter to the Chairman of the Board indicating that, in light of the SPA and the Adviser Transaction, he intends to resign as a member of the Board upon the recommendation by the Nominating Committee to the Board to appoint the Post-Closing Designated Director and the appointment by the Board of the Post-Closing Designated Director to the Board.

In addition, on August 28, 2019, the Board appointed Mr. Lee as chair of the Audit Committee and Julie Persily as chair of the Valuation Committee, each to be effective as of September 15, 2019. The Board has determined that Mr. Lee qualifies as an “audit committee financial expert” under the SEC’s rules.

The discussion of the Waiver Agreement in Item 1.01 above is incorporated by reference into this Item 5.02.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 30, 2019, the Company filed Articles of Amendment to its charter (the “Articles of Amendment”), which were accepted for record by the Department of Assessments and Taxation of the State of Maryland (“SDAT”), pursuant to which the Company changed its name to “Investcorp Credit Management BDC, Inc.” In accordance with the Maryland General Corporation Law, the Board approved the Articles of Amendment without stockholder approval. The Articles of Amendment became effective upon their acceptance for record by SDAT. In connection with the name change, the Company’s trading symbol on the NASDAQ Global Select Market for shares of the Company’s common stock changed from “CMFN” to “ICMB” beginning on September 3, 2019.

The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On September 3, 2019, Investcorp issued a press release announcing the closing of the Adviser Transaction. The full text of Investcorp’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

              

  Exhibit Number   

Description

  3.1   

Articles of Amendment

  10.1   

Mutual Purchase Agreement Waiver and Agreement, dated August  28, 2019, by and between the Company and Investcorp BDC Holdings Limited

 

8


             10.2   

Investment Advisory Agreement, dated August  30, 2019, by and between the Company and CM Investment Partners LLC

  10.3   

Administration Agreement, dated August  30, 2019, by and between the Company and CM Investment Partners LLC

  10.4   

Trademark License Agreement, dated August  30, 2019, by and between the Company and CM Investment Partners LLC

  99.1   

Press Release, dated September 3, 2019

 

9


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 3, 2019     INVESTCORP CREDIT MANAGEMENT BDC, INC.
    By:   /s/ Rocco DelGuercio                  
             Name: Rocco DelGuercio
             Title:   Chief Financial Officer

 

10

d773752dex9931.htm ARTICLES OF AMENDMENT


> ENT> EX-99.3.1 2 d773752dex9931.htm ARTICLES OF AMENDMENT

Articles of Amendment

ARTICLES OF AMENDMENT

OF

CM FINANCE INC

CM Finance Inc, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland that:

FIRST:  The Corporation desires to amend its charter as currently in effect.

SECOND:  The charter is hereby amended by deleting the text of Article I in its entirety and inserting the following in place thereof:

The name of the corporation (the “Corporation”) is Investcorp Credit Management BDC, Inc.

THIRD:  The foregoing amendment to the charter of the Corporation has been unanimously approved by the board of directors of the Corporation and the amendment is limited to a change expressly authorized by § 2-605 of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.

FOURTH:  The undersigned acknowledges these Articles of Amendment to be the act and deed of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of the undersigned’s knowledge, information and belief, these matters and facts relating to the Corporation are true in all material respects and that this statement is made under the penalties of perjury.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 30th day of August, 2019.

 

ATTEST:   CM FINANCE INC
/s/ Christopher E. Jansen                               /s/ Michael C. Mauer                        
Christopher E. Jansen   Michael C. Mauer
President and Secretary   Chief Executive Officer

[Signature page to Articles of Amendment]

d773752dex99101.htm MUTUAL PURCHASE AGREEMENT WAIVER


> ENT> EX-99.10.1 3 d773752dex99101.htm MUTUAL PURCHASE AGREEMENT WAIVER

Mutual Purchase Agreement Waiver

August 28, 2019

CM Finance Inc

65 East 55th Street, 15th Floor

New York, New York 10022

Attention: Michael C. Mauer

 

Re:

Mutual Purchase Agreement Waiver and Agreement

Dear Mr. Mauer:

Reference is made to the Stock Purchase and Transaction Agreement, dated as of June 26, 2019 (the “Purchase Agreement”), by and between CM Finance Inc, a Maryland corporation (the “Company”), and Investcorp BDC Holdings Limited, a company organized under the laws of the Cayman Islands (“Buyer”). Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Purchase Agreement.

Prior to the date hereof, Buyer has identified Thomas Sullivan as a Designated Director. It is anticipated by Buyer and the Company that (a) Buyer will not identify a second Designated Director prior to the Initial Closing in accordance with Section 2.04(b)(iii) of the Purchase Agreement and (b) notwithstanding Section 2.04(b)(ii) of the Purchase Agreement, Keith Lee, Robert Ryder and Robert Wagner will remain on the Company Board for a period following the Initial Closing (as further described below).

By executing this letter agreement, subject to the other agreements contained herein, (a) the Company hereby waives Buyer’s obligation pursuant to Section 2.04(b)(iii) of the Purchase Agreement to identify a second Designated Director prior to the Initial Closing Date and (b) Buyer hereby waives the obligations of the Company Board pursuant to Sections 2.04(b)(i)-(ii) of the Purchase Agreement to take all action necessary so that effective upon the Initial Closing (x) the size of the Company Board is four and (y) each of Keith Lee, Robert Ryder and Robert Wagner resigns as a member of the Company Board.

In furtherance of the foregoing, the Company and Buyer hereby acknowledge and agree that:

(a) Buyer shall have the right to designate a second Designated Director during the period from the Initial Closing Date until March 31, 2020 (the “Post-Closing Designated Director”); provided, that if by March 31, 2020 the Post-Closing Designated Director has not been elected to the Company Board and the Nominating and Corporate Governance Committee of the Company (the “NCG Committee”) has rejected one or more proposed Post-Closing Designated Directors pursuant to Section 2.04(c) of the Purchase Agreement, then such date shall be extended for such period of time as may be necessary for Buyer to propose a qualified Post-Closing Designated Director, but in any event not beyond the first anniversary of the Initial Closing Date;

(b) the Company Board shall take all action necessary prior to the Initial Closing so that (i) on or prior to the Initial Closing Date, each of Messrs. Ryder and Wagner shall deliver a letter to the Company Board indicating that each of Messrs. Ryder and Wagner, respectively, has agreed, subject to the consummation of the Initial Closing, to resign as a member of the Company Board, effective as


of September 15, 2019 (the “Resignation Date”), and (ii) Keith Lee has delivered a letter to the Chairman of the Company Board indicating that he intends to resign as a member of the Company Board upon the recommendation by the NCG Committee to the Company Board to appoint the Post-Closing Designated Director and appointment by the Company Board of the Post-Closing Designated Director to the Company Board (the letters in clauses (i) and (ii), the “Director Resignation Letters”);

(c) the Company Board shall, subject to Section 2.04(c) of the Purchase Agreement, take all action necessary so that any Post-Closing Designated Director is recommended by the NCG Committee to the Company Board for approval and subsequently approved by the Company Board as promptly as practicable after the date such Person is designated by Buyer, but, in any event, within thirty (30) Business Days of such date of designation and otherwise in accordance with Section 2.04(b)(iii) of the Purchase Agreement;

(d) the Company Board shall take all action necessary so that, effective as of the Resignation Date, (i) the size of the Company Board will be four and (ii) Thomas Sullivan will be elected to the Company Board; and

(e) the Company’s delivery of the duly executed Director Resignation Letters shall be a condition to Buyer’s obligation to consummate the Initial Closing.

The parties hereto are not waiving, and nothing contained herein shall be deemed a waiver of, any other terms or provisions of the Purchase Agreement. Except as expressly provided hereby, the Purchase Agreement shall continue in full force and effect in accordance with its terms and nothing herein shall affect, or be deemed to be a waiver of, the other terms and provisions of the Purchase Agreement.

This letter agreement shall be subject to the provisions set forth in Sections 12.01, 12.03, 12.06, 12.07, 12.08, 12.09, 12.10 and 12.12 of the Purchase Agreement, and such provisions are incorporated herein by reference, mutatis mutandis.

If the foregoing is acceptable, please execute this letter in the space provided below. Upon mutual execution of this letter it will become binding and effective upon the Company and Buyer.

[Signature Page Follows]

 

2


Very truly yours,
INVESTCORP BDC HOLDINGS LIMITED
By:   /s/ Toni Pinkerton
Name: The Director Ltd. by Toni Pinkerton
Title: Authorized Representative

 

Accepted and Agreed:
CM FINANCE INC
By:     /s/ Michael C. Mauer
Name:   Michael C. Mauer
Title:  

Chairman of the Board and

Chief Executive Officer

[Signature Page to Letter Agreement]

d773752dex99102.htm INVESTMENT ADVISORY AGREEMENT


> ENT> EX-99.10.2 4 d773752dex99102.htm INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement

INVESTMENT ADVISORY AGREEMENT

BETWEEN

CM FINANCE INC

AND

CM INVESTMENT PARTNERS LLC

This INVESTMENT ADVISORY AGREEMENT, dated as of August 30, 2019 (this “Agreement”), is by and between CM Finance Inc, a Maryland corporation (the “Corporation”), and CM Investment Partners LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Corporation is a non-diversified, closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser is an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

WHEREAS, the Corporation desires to retain the Adviser to furnish investment advisory services to the Corporation on the terms and conditions hereinafter set forth, and the Adviser desires to be retained to provide such services.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. In General. The Adviser agrees, all as more fully set forth herein, to act as investment adviser to the Corporation with respect to the investment of the Corporation’s assets and to supervise and arrange for the day-to-day operations of the Corporation and the purchase of assets for and the sale of assets held in the investment portfolio of the Corporation.

2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Corporation.

(a) Subject to the succeeding provisions of this paragraph and subject to the direction and control of the Corporation’s board of directors (the “Board of Directors”), the Adviser shall act as the investment adviser to the Company and shall manage the investment and reinvestment of the assets of the Company. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) execute, close, service and monitor the investments that the Corporation makes; (iv) determine the securities and other assets that the Corporation will purchase, retain or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably require for the investment of its funds. Nothing contained herein shall be construed to restrict the Corporation’s right to hire its own employees


or to contract for administrative services to be performed by third parties, including but not limited to, the calculation of the net asset value of the Corporation’s shares.

(b) In the performance of its duties under this Agreement, the Adviser shall at all times use all reasonable efforts to conform to, and act in accordance with, any requirements imposed by (i) the provisions of the 1940 Act, and of any rules or regulations in force thereunder, subject to the terms of any exemptive order applicable to the Corporation; (ii) any other applicable provision of law; (iii) the provisions of the Articles of Incorporation and the Bylaws of the Corporation, as such documents may be amended from time to time; (iv) the investment objectives, policies and restrictions applicable to the Corporation as set forth in the Corporation’s Registration Statement on Form N-2, as declared effective by the Securities and Exchange Commission (“SEC”) on June 1, 2018, as amended from time to time by post-effective amendments thereto (the “Registration Statement”), and as such objectives, policies and restrictions may be amended from time to time by the Board of Directors or stockholders of the Corporation; and (v) any policies and determinations of the Board of Directors of the Corporation and provided in writing to the Adviser.

(c) The Adviser will seek to provide qualified personnel to fulfill its duties hereunder and, except as set forth in the following sentence, will bear all costs and expenses incurred in connection with its investment advisory duties hereunder. The Corporation shall reimburse the Adviser for all direct and indirect costs and expenses incurred by the Adviser for office space rental, office equipment, utilities and other non-compensation related overhead allocable to performance of investment advisory services hereunder by the Adviser, including the costs and expenses of due diligence of potential investments, monitoring performance of the Corporation’s investments, serving as directors and officers of portfolio companies, providing managerial assistance to portfolio companies, enforcing the Corporation’s rights in respect of its investments and disposing of investments. All allocations made pursuant to this paragraph (c) shall be made pursuant to allocation guidelines approved from time to time by the Board of Directors. The Corporation shall also be responsible for the payment of all the Corporation’s other expenses, including payment of the fees payable to the Adviser under Section 6 hereof; organizational and offering expenses; expenses incurred in valuing the Corporation’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence on the Corporation’s prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments; interest payable on debt, if any, incurred to finance the Corporation’s investments and expenses related to unsuccessful portfolio acquisition efforts; offerings of the Corporation’s common stock and other securities; investment advisory and management fees payable under this Agreement; administration fees; transfer agent and custody fees and expenses; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC or other regulators; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the costs associated with individual or group stockholders; the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other

 

2


insurance premiums; direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other non-investment advisory expenses incurred by the Corporation or the Adviser in connection with the administering the Corporation’s business.

(d) The Adviser shall give the Corporation the benefit of its professional judgment and effort in rendering services hereunder, but neither the Adviser nor any of its officers, directors, employees, agents or controlling persons shall be liable for any act or omission or for any loss sustained by the Corporation in connection with the matters to which this Agreement relates, provided, that the foregoing exculpation shall not apply to a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement; provided further, however, that the foregoing shall not constitute a waiver of any rights which the Corporation may have which may not be waived under applicable law.

(e) The Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Adviser will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Corporation and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Corporation and its other clients and that the total commissions paid by the Corporation will be reasonable in relation to the benefits to the Corporation over the long term, subject to review by the Board of Directors of the Corporation from time to time with respect to the extent and continuation of such practice to determine whether the Corporation benefits, directly or indirectly, from such practice.

3. Services Not Exclusive. Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will not undertake, and will cause its employees not to undertake, activities which, in its reasonable judgment, will adversely affect the performance of the Adviser’s obligations under this Agreement.

4. Agency Cross Transactions. From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Adviser’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot

 

3


participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client’s consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Adviser’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Corporation authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Corporation may revoke its consent at any time by written notice to the Adviser.

5. Expenses. During the term of this Agreement, the Adviser will bear all compensation expense (including health insurance, pension benefits, payroll taxes and other compensation related matters) of its employees and shall bear the costs of any salaries or directors’ fees of any officers or directors of the Corporation who are affiliated persons (as defined in the 1940 Act) of the Adviser.

6. Compensation of the Adviser. The Adviser, for its services to the Corporation, will be entitled to receive a management fee (the “Base Management Fee”) and an incentive fee (“Incentive Fee”) from the Corporation.

(a) The Base Management Fee will be calculated at an annual rate of 1.75% of the Corporation’s gross assets, including assets purchased with borrowed funds or other forms of leverage and excluding cash and cash equivalents (such amount, “Gross Assets”). The Base Management Fee is payable quarterly in arrears on a fiscal quarter basis. For the period from the date of this Agreement (the “Commencement Date”) through the end of the first and second fiscal quarters after the Commencement Date, the Base Management Fee will be calculated based on the value of the Corporation’s Gross Assets as of the end of each such quarter. Subsequently, the Base Management Fee will be calculated based on the average value of the Corporation’s Gross Assets at the end of the two most recently completed fiscal quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial quarter will be appropriately pro-rated.

(b) The Incentive Fee will consist of two parts, as follows:

(i) The first component of the Incentive Fee (the “Income-Based Fee”) will be calculated and payable quarterly in arrears based on the Pre-Incentive Fee Net Investment Income for the immediately preceding fiscal quarter for which such fees are being calculated and shall be payable promptly following the filing of the Corporation’s financial statements for such quarter. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that the Corporation receives from portfolio companies) accrued during the fiscal quarter, minus the Corporation’s operating expenses for the quarter (including the Base Management Fee, expenses payable under the Corporation’s administration agreement (the “Administration Agreement”), any interest expense and any dividends paid on any

 

4


issued and outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income not yet received in cash; provided, however, that the portion of the Incentive Fee attributable to deferred interest features shall be paid, only if and to the extent received in cash, and any accrual thereof shall be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income shall not reduce the amounts payable for any quarter pursuant to clause (ii) below. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

(ii) Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Corporation’s net assets (defined as total assets less senior securities constituting indebtedness and preferred stock) at the end of the fiscal quarter for which such fees are being calculated, will be compared to a “hurdle rate” of 2.00% per quarter (8.00% annualized). The Corporation will pay the Adviser the Income-Based Fee with respect to the Corporation’s Pre-Incentive Fee Net Investment Income in each fiscal quarter as follows:

 

  (1)

no Income-Based Fee for any fiscal quarter in which the Corporation’s Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;

 

  (2)

100% of the Corporation’s Pre-Incentive Fee Net Investment Income for any fiscal quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such quarter, if any, that exceeds the hurdle rate but is less than 2.5% (10% annualized); and

 

  (3)

20.0% of the amount of the Corporation’s Pre-Incentive Fee Net Investment Income for any fiscal quarter with respect to that portion of the Pre-Incentive Fee Net Investment Income for such quarter, if any, that exceeds 2.5% (10.0% annualized);

provided that, no Incentive Fee in respect of Sections 6(b)(i) and 6(b)(ii) hereof will be payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the fiscal quarter for which such fees are being calculated and the Lookback Period exceeds the cumulative Incentive Fees accrued and/or paid pursuant to Section 6(b) hereof for such Lookback Period. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of Pre-Incentive Fee Net Investment Income, realized gains and losses and unrealized appreciation and depreciation of the Corporation for the fiscal quarter for which such fees are being calculated and the Lookback Period. For the foregoing purpose, the “Lookback Period” means (1) through June 30, 2022, the period that commences on the last day of the fiscal quarter in which the Commencement Date occurs and ends on the last day of the fiscal quarter immediately preceding the fiscal quarter for which the Income-Based Fee is being calculated, and (2) after June 30, 2022, the eleven fiscal quarters immediately preceding the fiscal quarter for which the Income-Based Fee is being calculated.

 

5


(iii) The second part of the Incentive Fee (the “Capital Gains Fee”) will be determined and payable in arrears as of the end of each fiscal year (or upon termination of this Agreement as set forth below), commencing with the Corporation’s fiscal year ending on June 30, 2021, and is calculated at the end of each applicable year by subtracting (1) the sum of the Corporation’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (2) the Corporation’s cumulative aggregate realized capital gains, in each case calculated from June 30, 2020. If the amount so calculated is positive, then the Capital Gains Fee for such year is equal to 20% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years under this Agreement. If such amount is negative, then no Capital Gains Fee will be payable for such year. If this Agreement is terminated as of a date that is not a fiscal year end, the termination date shall be treated as though it were a fiscal year end for purposes of calculating and paying a Capital Gains Fee. For the avoidance of doubt, realized capital gains, realized capital losses, unrealized capital appreciation and unrealized capital depreciation with respect to the Company’s portfolio as of the end of the fiscal year ended June 30, 2020 shall be excluded from the calculations of the Capital Gains Fee.

7. Indemnification. The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services), and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Section 7 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).

8. Duration and Termination.

(a)  This Agreement shall become effective as of the first date above written. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’

 

6


written notice, (i) by the vote of a majority of the outstanding voting securities of the Corporation, (ii) by the vote of the Corporation’s Directors, or (iii) by the Adviser. The provisions of Section 7 of this Agreement shall remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be entitled to any amounts owed under Section 3 through the date of termination or expiration and Section 7 shall continue in force and effect and apply to the Adviser and its representatives as and to the extent applicable.

(b)  This Agreement shall continue in effect for two years from the Commencement Date and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Corporation and (B) the vote of a majority of the members of the Corporation’s Board who are not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act) of any such party, in accordance with the requirements of the 1940 Act.

(c)  This Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

9. Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.

10. Amendment of this Agreement. This Agreement may be amended by mutual consent, but the consent of the Corporation must be obtained in conformity with the requirements of the 1940 Act.

11. Entire Agreement; Governing Law. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York and in accordance with the applicable provisions of the 1940 Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the 1940 Act, the latter shall control.

12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

13. Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

 

7


IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.

 

CM FINANCE INC
By:   /s/ Christopher E. Jansen
Name:      Christopher E. Jansen
Title:   President

 

CM INVESTMENT PARTNERS LLC
By:   /s/ Michael C. Mauer
Name:      Michael C. Mauer
Title:   Co-Chief Investment Officer

 

8

d773752dex99103.htm ADMINISTRATION AGREEMENT


> ENT> EX-99.10.3 5 d773752dex99103.htm ADMINISTRATION AGREEMENT

Administration Agreement

ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT (this “Agreement”), dated as of August 30, 2019, is by and between CM Finance Inc, a Maryland corporation (the “Corporation”), and CM Investment Partners LLC, a Delaware limited liability company (the “Administrator”).

WITNESSETH:

WHEREAS, the Corporation is a non-diversified, closed-end investment fund that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Corporation desires to retain the Administrator to provide administrative services to the Corporation in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Corporation on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Administrator hereby agree as follows:

1.    Duties of the Administrator.

(a) Employment of Administrator. The Corporation hereby employs the Administrator to act as administrator of the Corporation, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Corporation (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses as provided for below. The Administrator and any such other persons providing services arranged for by the Administrator shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Corporation in any way or otherwise be deemed agents of the Corporation.

(b) Services. The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Corporation. Without limiting the generality of the foregoing, the Administrator shall provide the Corporation with office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Corporation, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The


Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Corporation as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator, provide any advice or recommendation relating to the securities and other assets that the Corporation should purchase, retain or sell or any other investment advisory services to the Corporation. The Administrator shall be responsible for the financial and other records that the Corporation is required to maintain and shall prepare all reports and other materials required to be filed with the Securities and Exchange Commission (the “SEC”) or any other regulatory authority, including, but not limited to, current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K and proxy or information statements to stockholders. At the Corporation’s request, the Administrator will provide on the Corporation’s behalf significant managerial assistance to those portfolio companies to which the Corporation is required to offer such assistance. In addition, the Administrator will assist the Corporation in determining and publishing the Corporation’s net asset value, overseeing the preparation and filing of the Corporation’s tax returns, and the printing and dissemination of reports to stockholders of the Corporation, and generally overseeing the payment of the Corporation’s expenses and the performance of administrative and professional services rendered to the Corporation by others.

2.     Records.  The Administrator agrees to maintain and keep all books, accounts and other records of the Corporation that relate to activities performed by the Administrator hereunder and, if required by any applicable statutes, rules and regulations, including without limitation, the 1940 Act, will maintain and keep such books, accounts and records in accordance with such statutes, rules and regulations. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records that it maintains for the Corporation shall at all times remain the property of the Corporation, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Corporation pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement. The Administrator may engage one or more third parties to perform all or a portion of the foregoing services.

3.     Confidentiality.  The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information of natural persons pursuant to Regulation S-P of the SEC, shall be used by the other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory

 

2


authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

4.       Compensation; Allocation of Costs and Expenses.

(a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf.

(b) The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser, pursuant to that certain Investment Advisory Agreement, dated as of August 30, 2019, by and between the Corporation and the Administrator, as investment adviser to the Company. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: the Corporation’s organization; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firms); expenses, including travel expense, incurred by the Administrator or payable to third parties performing due diligence on prospective portfolio companies, monitoring the Corporation’s investments and, if necessary, enforcing its rights; interest payable on debt, if any, incurred to finance the Corporation’s investments; offerings of the Corporation’s common stock and other securities, if any; investment advisory and management fees; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; amounts payable to third parties relating to, or associated with, making investments; transfer agent and custodial fees; registration fees; listing fees; taxes; independent director fees and expenses; preparing and filing reports or other documents with the SEC; preparation of any reports, proxy statements or other notices to our stockholders, including printing costs; the Corporation’s fidelity bond; directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; direct costs and expenses of administration, including audit and legal costs; and all other expenses reasonably incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, such as the allocable portion of overhead under this Agreement, including rent and the allocable portion of the cost of the Corporation’s chief financial officer and chief compliance officer and their respective staffs.

5.       Limitation of Liability of the Administrator; Indemnification. The Administrator, its affiliates and their respective directors, officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them shall not be liable to the Corporation for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Corporation, and the Corporation shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling

 

3


persons, members, and any other person or entity affiliated with the Administrator (collectively, the “Indemnified Parties”), and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Corporation. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).

6.       Activities of the Administrator.  The services of the Administrator to the Corporation are not to be deemed to be exclusive, and the Administrator and each other person providing services as arranged by the Administrator is free to render services to others. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Corporation as officers, directors, stockholders or otherwise.

7.       Duration and Termination of this Agreement.

(a) This Agreement shall continue in effect for two years from the date hereof and thereafter continue automatically for successive annual periods, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Corporation and (ii) a majority of those members of the Corporation’s Board of Directors who are not parties to this Agreement or “interested persons” (as defined by Section 2(a)(19) of the 1940 Act) of any such party.

(b) This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Corporation’s Board of Directors, or by the Administrator, upon 60 days’ written notice to the other party.

(c) This Agreement may not be assigned by a party without the consent of the other party. The provisions of Section 5 of this Agreement shall remain in full force and effect, and the Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement.

8.       Amendments of this Agreement. This Agreement may be amended pursuant to a written instrument signed by each of the parties hereto.

 

4


9.       Entire Agreement; Governing Law.    This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York and the applicable provisions of the 1940 Act, if any. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the 1940 Act, the latter shall control.

10.       Notices.      All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their respective principal executive office addresses.

12.       Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

13.       Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

5


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

 

 

CM Finance Inc
By:   /s/ Christopher E. Jansen
Name:      Christopher E. Jansen
Title:   President

 

CM Investment Partners LLC
By:   /s/ Michael C. Mauer
Name:      Michael C. Mauer
Title:   Co-Chief Investment Officer

 

6

d773752dex99104.htm TRADEMARK LICENSE AGREEMENT


> ENT> EX-99.10.4 6 d773752dex99104.htm TRADEMARK LICENSE AGREEMENT

Trademark License Agreement

TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of August 30, 2019 (the “Effective Date”) by and between CM INVESTMENT PARTNERS LLC, a Delaware limited liability company (the “Licensor”), and INVESTCORP CREDIT MANAGEMENT BDC, INC., a Maryland corporation (the “Licensee) (each a “party,” and collectively, the “parties”).

RECITALS

WHEREAS, the Licensor has certain common law rights in the trade name “Investcorp” (the “Licensed Mark”);

WHEREAS, Investcorp S.A. (“Investcorp”), has registered] the Licensed Mark as a trademark in the United States of America (the “Territory”);

WHEREAS, Investcorp has entered into a license agreement with the Licensor under which Investcorp has agreed to grant the Licensor a non-exclusive, royalty-free license to: (1) use the Licensed Mark, and (2) for any future fund whose investment adviser is the Licensor to use the Licensed Mark;

WHEREAS, the Licensee is a closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended;

WHEREAS, pursuant to the Investment Advisory Agreement, dated as of August 30, 2019, by and between the Licensor and the Licensee (the “Advisory Agreement”), the Licensee has engaged the Licensor to act as the investment adviser to the Licensee; and

WHEREAS, the Licensee desires to use the Licensed Mark in connection with the operation of its business, and the Licensor is willing to permit the Licensee to use the Licensed Mark, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

LICENSE GRANT

1.1 License. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts from the Licensor, a personal, non-exclusive, royalty-free right and license to use the Licensed Mark solely and exclusively as an element of the Licensee’s own company name and in connection with the conduct of its business. Except as provided above, neither the Licensee nor any affiliate, owner, director, officer, employee or agent thereof shall otherwise use the Licensed Mark or any derivative thereof without the prior express written consent of the Licensor in its sole and absolute discretion. All rights not expressly granted to the Licensee hereunder shall remain the exclusive property of the Licensor.

1.2 Licensor’s Use. Nothing in this Agreement shall preclude the Licensor, its affiliates or any of their respective successors or assigns from using or permitting other entities to use the Licensed Mark whether or not such entity directly or indirectly competes or conflicts with the Licensee’s business in any manner.

 

1


ARTICLE 2

OWNERSHIP

2.1 Ownership. The Licensee acknowledges and agrees that Investcorp is the owner of all right, title and interest in and to the Licensed Mark, and all such right, title and interest shall remain with Investcorp. The Licensee shall not otherwise contest, dispute or challenge Investcorp’s right, title and interest in and to the Licensed Mark.

2.2 Goodwill. All goodwill and reputation generated by the Licensee’s use of the Licensed Mark shall inure to the benefit of the Licensor and Investcorp. The Licensee shall not by any act or omission use the Licensed Mark in any manner that disparages or reflects adversely on the Licensor, Investcorp or their businesses or reputations. Except as expressly provided herein, neither party may use any trademark or service mark of the other party without that party’s prior written consent, which consent shall be given in that party’s sole discretion.

ARTICLE 3

COMPLIANCE

3.1 Quality Control. To preserve the inherent value of the Licensed Mark, the Licensee agrees to use reasonable efforts to ensure that it maintains the quality of the Licensee’s business and the operation thereof equal to the standards prevailing in the operation of the Licensor’s and the Licensee’s business as of the date of this Agreement. The Licensee further agrees to use the Licensed Mark in accordance with such quality standards as may be reasonably established by the Licensor and communicated to the Licensee from time to time in writing, or as may be agreed to by the Licensor and the Licensee from time to time in writing.

3.2 Compliance with Laws. The Licensee agrees that the business operated by it in connection with the Licensed Mark shall comply in all material respects with all laws, rules, regulations and requirements of any governmental body in the Territory or elsewhere as may be applicable to the operation, advertising and promotion of the business, and shall notify the Licensor of any action that must be taken by the Licensee to comply with such law, rules regulations or requirements.

3.3 Notification of Infringement. Each party shall immediately notify the other party and provide to the other party all relevant background facts upon becoming aware of (i) any registrations of, or applications for registration of, marks in the Territory that do or may conflict with the Licensed Mark, and (ii) any infringements, imitations or illegal use or misuse of the Licensed Mark in the Territory.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Mutual Representations. Each party hereby represents and warrants to the other party as follows:

 

  (a)

Due Authorization. Such party is duly formed and in good standing as of the Effective Date, and the execution, delivery and performance of this Agreement by such party have been duly authorized by all necessary action on the part of such party.

 

  (b)

Due Execution. This Agreement has been duly executed and delivered by such party and, with due authorization, execution and delivery by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

 

  (c)

No Conflict. Such party’s execution, delivery and performance of this Agreement do not: (i) violate, conflict with or result in the breach of any provision of the organizational

 

2


 

documents of such party; (ii) conflict with or violate any law or governmental order applicable to such party or any of its assets, properties or businesses; or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party.

ARTICLE 5

TERM AND TERMINATION

5.1 Term. Unless terminated pursuant to its terms, this Agreement shall remain in effect only for so long as the Licensor, or one of its affiliates, remains the Licensee’s investment adviser.

5.2 Termination for Cause. If the Licensee fails to cure any breach of Section 3.1 or 3.2 within thirty days following written notice thereof by the Licensor, the Licensor may terminate the license granted per Section 1.1.

5.3 Upon Termination. Upon expiration or termination of this Agreement, all rights granted to the Licensee under this Agreement with respect to the Licensed Mark shall cease and the Licensee shall immediately discontinue use of the Licensed Mark.

ARTICLE 6

MISCELLANEOUS

6.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party. No assignment by either party permitted hereunder shall relieve the applicable party of its obligations under this Agreement. Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party’s rights and obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, the rights and obligations of the Licensee under this Agreement shall be deemed to be assigned to a newly-formed entity in the event of the merger of the Licensee into, or conveyance of all of the assets of the Licensee to, such newly-formed entity; provided, further, however, that the sole purpose of that merger or conveyance is to effect a mere change in the Licensee’s legal form into another limited liability entity.

6.2 Independent Contractor. Except as expressly provided or authorized in advance in writing, neither party shall have, or shall represent that it has, any power, right or authority to bind the other party to any obligation or liability, or to assume or create any obligation or liability on behalf of the other party.

6.3 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the other party at its principal office.

6.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law principles or rules thereof, to the extent such principles would require application of the laws of another jurisdiction. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection

 

3


with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

6.5 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto.

6.6 No Waiver. The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.

6.7 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

6.8 Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

6.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Any party may deliver an executed copy of this Agreement and of any documents contemplated hereby by facsimile or other electronic transmission to another party and such delivery shall have the same force and effect as any other delivery of a manually signed copy of this Agreement or of such other documents.

6.10 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to such subject matter.

6.11 Third-Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

[Remainder of Page Intentionally Blank]

 

4


IN WITNESS WHEREOF, each party has caused this Agreement to be executed as of the Effective Date by its duly authorized officer.

 

LICENSEE:
INVESTCORP CREDIT MANAGEMENT BDC, INC.
By:   /s/ Rocco DelGuercio
Name:       Rocco DelGuercio
Title:   Chief Financial Officer

 

LICENSOR:
CM INVESTMENT PARTNERS LLC
By:   /s/ Michael C. Mauer
Name:       Michael C. Mauer
Title:   Co-Chief Investment Officer

[Signature page to Investcorp Credit Management BDC, Inc. license agreement]

d773752dex99991.htm PRESS RELEASE, DATED SEPTEMBER 3, 2019


> ENT> EX-99.99.1 7 d773752dex99991.htm PRESS RELEASE, DATED SEPTEMBER 3, 2019

Press Release, dated September 3, 2019

               LOGO       LOGO   

Investcorp Finalizes Majority Interest Acquisition of CM

Investment Partners

Acquisition Enhances Existing Leadership within Investcorp Credit Management

New York, September 3, 2019 – Investcorp, a leading global provider and manager of alternative investment products, today announced the finalization of its acquisition of a majority interest in CM Investment Partners LLC (“CMIP”), which acts as the investment adviser to Investcorp Credit Management BDC, Inc. (formerly known as CM Finance Inc) (NASDAQ: ICMB (formerly CMFN)). The transaction was first announced in June 2019. Investcorp Credit Management BDC, Inc., a specialty finance company that has elected to be regulated as a business development company (“BDC”), invests primarily in the debt of U.S. middle-market companies. Additional terms of the transaction were not disclosed.

Under the deal, CMIP will form part of Investcorp’s Credit Management (“ICM”) business, further driving Investcorp’s growth strategy with opportunities for growth in Private Credit, including the BDC space. The acquisition marks Investcorp’s entry into middle market lending in the U.S., allowing Investcorp to reach a new market segment.

As part of the acquisition, Chairman and Chief Executive Officer of Investcorp Credit Management BDC, Inc. and Co-Chief Investment Officer of CMIP, Michael Mauer, will become Co-Head of ICM U.S. alongside Jim Feeley, who currently serves as Co-Head of ICM U.S. Both Jim Feeley and Michael Mauer will report to Jeremy Ghose, Head of Investcorp Credit Management.

“We are excited to officially welcome Michael Mauer and the CMIP team to the ICM group as they bring years of experience navigating the middle-market lending space,” said Jeremy Ghose. “This acquisition aligns with our broader strategy of providing a diverse and full platform across the alternative asset management spectrum, and marks our entry into the BDC segment.”

 

LOGO


LOGO

 

 

 

Investcorp Credit Management BDC, Inc. invests primarily in middle-market companies that have annual revenues of at least $50 million and EBITDA of at least $15 million, focusing on companies with leading market positions, significant asset or franchise values, strong free cash flow and experienced senior management teams.

“We are delighted to formally join the global Investcorp Credit Management platform,” said Michael Mauer, Co-Chief Investment Officer of CMIP. “Through our combined talents and expertise, we are confident this relationship will enable us to provide even more opportunities to Investcorp’s existing client base.”

Investcorp Credit Management is a leading global credit manager with assets under management of over $12 billion. Based in London, New York and Singapore, the business manages funds that invest primarily in senior secured corporate debt issued by mid and large-cap corporates in Western Europe and the U.S.

-Ends-

About Investcorp

Investcorp is a leading global manager of alternative investments. Led by a new vision, Investcorp has embarked on an ambitious, albeit prudent, growth strategy. The Firm continues to focus on generating value through a disciplined investment approach in four lines of business: private equity, real estate, absolute return investments and credit management.

As at June 30, 2019, the Investcorp Group had $28.2 billion in total AUM, including assets managed by third party managers and assets subject to a non-discretionary advisory mandate where Investcorp receives fees calculated on the basis of AUM.


LOGO

 

 

Since its inception in 1982, Investcorp has made over 185 Private Equity deals in the U.S., Europe, the Middle East and North Africa region and Asia, across a range of sectors including retail and consumer products, technology, business services and industrials, and more than 650 commercial and residential real estate investments in the US and Europe, for in excess of $60 billion in transaction value.

Investcorp employs approximately 427 people across its offices in Bahrain, New York, London, Abu Dhabi, Riyadh, Doha, Singapore, and Mumbai. For further information, including our most recent periodic financial statements, which details our assets under management, please visit:

www.investcorp.com

www.twitter.com/Investcorp

www.linkedin.com/company/Investcorp

About Investcorp Credit Management BDC, Inc.

Investcorp Credit Management BDC, Inc. (“Investcorp BDC”) is an externally-managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. Investcorp BDC’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation through debt and related equity investments by targeting investment opportunities with favorable risk-adjusted returns. Investcorp BDC seeks to invest primarily in middle-market companies that have annual revenues of at least $50 million and earnings before interest, taxes, depreciation and amortization of at least $15 million. Investcorp BDC’s investment activities are managed by its investment adviser, CM Investment Partners LLC. To learn more about Investcorp BDC, please visit www.icmbdc.com.

About CM Investment Partners LLC

CM Investment Partners LLC (“CMIP”) serves as the external investment adviser to Investcorp Credit Management BDC, Inc. (NASDAQ: ICMB), and is responsible for sourcing investment opportunities, conducting industry research, performing diligence on potential investments, structuring investments and monitoring portfolio companies on an ongoing basis.


LOGO

 

 

 

Media Contacts:

 

Investcorp

Firas El Amine

+973 3998 7838

felamine@investcorp.com

  

Prosek Partners

Kate Sylvester

1-646-818-9127

ksylvester@prosek.com

Additional Files
FileSequenceDescriptionTypeSize
0001193125-19-235920.txt   Complete submission text file   192057
$AGREEMENT $GRANT $ICMB

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.