Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes will mature on
The Indenture contains certain covenants, including covenants requiring Main
Street to comply with the asset coverage requirements of Section 18(a)(1)(A), as
modified by Section 61(a)(1) of the Investment Company Act of 1940, as amended,
whether or not it is subject to those requirements (but giving effect to
exemptive relief granted to Main Street by the
In addition, on the occurrence of a "change of control repurchase event," as defined in the Indenture, holders of the Notes have the right, at their option, to require Main Street to repurchase for cash some or all of the Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
The Offering was made pursuant to Main Street's effective shelf registration
statement on Form N-2 (Registration No. 333-231146) previously filed with the
The foregoing description of the Underwriting Agreement and the Notes does not
purport to be complete and is qualified in its entirety by reference to (i) the
full text of the Underwriting Agreement filed with this Current Report on
Form 8-K as Exhibit 1.1, which is incorporated herein by reference, (ii) the
full text of the Fifth Supplemental Indenture and the accompanying Form of 3.00%
Notes due 2026 filed with this Current Report on Form 8-K as Exhibit 4.1 and
4.2, respectively, both of which are incorporated herein by reference, and (iii)
the full text of the Base Indenture, a form of which is filed as Exhibit (d)(6)
to Main Street's Post-Effective Amendment No. 2 to its Registration Statement on
Form N-2 filed on
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 1.1 Underwriting Agreement, datedJanuary 12, 2021 , betweenMain Street Capital Corporation andRBC Capital Markets, LLC , as representative of the underwriters named in Schedule A thereto 4.1 Fifth Supplemental Indenture, datedJanuary 14, 2021 , betweenMain Street Capital Corporation andThe Bank of New York Mellon Trust Company, N.A. , as trustee 4.2 Form of 3.00% Notes due 2026 (contained in the Fifth Supplemental Indenture filed as Exhibit 4.1 hereto) 5.1 Opinion ofDechert LLP , datedJanuary 12, 2021 23.1 Consent ofDechert LLP (included in Exhibit 5.1) 99.1 Press release datedJanuary 12, 2021
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