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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):
February 27, 2026
TriplePoint Venture Growth BDC Corp.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
814-01044 |
|
46-3082016 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
TriplePoint Venture Growth BDC Corp.
2755 Sand Hill Road, Suite 150
Menlo Park, California |
|
94025 |
| (Address of principal executive offices) |
|
(Zip Code) |
(650) 854-2090
(Registrant’s telephone number, including
area code)
n/a
(Former name or former address, if changed since
last report)
Securities registered pursuant
to Section 12(b) of the Exchange Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
TPVG |
|
New York Stock Exchange |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 27, 2026, TriplePoint
Venture Growth BDC Corp. (the “Company”) entered into a Master Note Purchase Agreement (the “2026 Master Note Purchase
Agreement”) governing the issuance of $75,000,000 in aggregate principal amount of senior unsecured notes due February 27, 2028
with a fixed interest rate of 7.50% per year (the “Series 2026 Notes”) to a qualified institutional investor in a private
placement. The Series 2026 Notes were delivered and paid for on February 27, 2026, and will mature on February 27, 2028, unless redeemed,
purchased or prepaid prior to such date by the Company in accordance with their terms.
On March 2, 2026, the Company used the net proceeds
from the offering of the Series 2026 Notes, together with borrowings under its revolving credit facility and cash on hand,
to repay in full, at maturity, the $200.0 million in outstanding aggregate principal amount of the Company’s 4.50% unsecured notes
due March 2026, along with accrued and unpaid interest thereon.
Interest on the Series 2026
Notes will be due quarterly on February 27, May 27, August 27 and November 27 of each year, beginning on May 27, 2026. The Series 2026
Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest
to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Series 2026
Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur.
The Series 2026 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured
unsubordinated indebtedness issued by the Company.
The 2026 Master Note
Purchase Agreement contains customary terms and conditions for senior unsecured notes issued in a private placement, including,
without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a
business development company within the meaning of the Investment Company Act of 1940, as amended, and certain restrictions with
respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens and restricted payments.
In addition, the 2026 Master Note Purchase Agreement contains the following financial covenants: (1) a minimum asset coverage ratio
of 1.50 to 1.00; and (2) maintenance of minimum stockholders’ equity to not be less than the greater of (a) $230,800,000
and (b) $230,800,000, plus 25% of the net cash proceeds of the sale of Equity Interests (as defined in the 2026 Master Note
Purchase Agreement) on or after February 27, 2026 (other than proceeds of (x) sales of Equity Interests by and among the Company and
its subsidiaries or (y) any distribution or dividend reinvestment plan) minus 25% of the aggregate amount paid or distributed
to purchase common stock or Equity Interests in connection with a tender offer or otherwise and equity interests redeemed, bought
back or purchased by the Company on or after the February 27, 2026.
In addition, in the event
that a Below Investment Grade Event (as defined in the 2026 Master Note Purchase Agreement) occurs, the Series 2026 Notes will bear
interest at a fixed rate per annum which is 1.00% above the stated rate of the Series 2026 Notes from the date of the occurrence of
the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing. In
the event that a Secured Debt Ratio Event (as defined in the 2026 Master Note Purchase Agreement) occurs, the Series 2026 Notes will
bear interest at a fixed rate per annum which is 1.50% above the stated rate of the Series 2026 Notes from the date of the
occurrence of the Secured Debt Ratio Event to and until the date on which the Secured Debt Ratio Event is no longer
continuing. In the event that both a Below Investment Grade Event and a Secured Debt Ratio Event have occurred and are
continuing, the Series 2026 Notes will bear interest at a fixed rate per annum which is 2.00% above the stated rate of the Series
2026 Notes from the date of the occurrence of the later to occur of the Below Investment Grade Event and the Secured Debt Ratio
Event to and until the date on which one of such events is no longer continuing.
The 2026 Master Note Purchase
Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment,
incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or subsidiary
guarantors, if any, certain judgements and orders, and certain events of bankruptcy.
The Series 2026 Notes were
offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the “Securities Act”). The Series 2026
Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be
offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act, as applicable.
The description above is only
a summary of the material provisions of the 2026 Master Note Purchase Agreement and is qualified in its entirety by reference to the copy
of the 2026 Master Note Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information in this Current
Report on Form 8-K set forth under Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Master Note Purchase Agreement, dated February 27, 2026, by and among the Company and the Purchaser party thereto* |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
| * | Exhibits and/or schedules to this Exhibit have been omitted
in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or
schedules to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
TriplePoint Venture Growth BDC Corp. |
| |
|
|
| |
By: |
/s/ Mike L. Wilhelms |
| |
Name: |
Mike L. Wilhelms |
| |
Title: |
Chief Financial Officer, Secretary and Treasurer |
Date: March 2, 2026
