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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):
November 25, 2025
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 (see General
Instructions A.2. below):
| ☐ | 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 November 25, 2025, TriplePoint
Venture Growth BDC Corp. (the “Company”) amended its Loan Financing and Servicing Agreement, dated as of February 21, 2014
(as amended, the “Credit Facility”), by executing a letter agreement, dated November 25, 2025 (the “Amendment”),
by and among the Company, individually and as collateral manager of the borrower, TPVG Variable Funding Company LLC, as borrower (the
“Financing Subsidiary”), Deutsche Bank AG, New York Branch, as facility agent (the “Facility Agent”), and the
lenders party thereto.
The Amendment amended the Credit
Facility to, among other things: (i) extend the revolving period to November 30, 2027 and the scheduled maturity date to May 30, 2029;
(ii) reduce the interest rate on borrowings such that borrowings bear interest at the sum of (a) a floating rate based on certain indices,
including SOFR and commercial paper rates (subject to a floor of 0.50%), plus (b) a margin of 2.75% if facility utilization is greater
than or equal to 75%, 2.85% if utilization is greater than or equal to 50% but less than 75%, 3.00% if utilization is less than 50%, and
4.50% on or after the end of the revolving period; (iii) increase the advance rates; and (iv) revise certain events of default provisions
and affirmative and negative covenants.
The Credit Facility, as amended
by the Amendment, includes customary representations and warranties and requires the Company to comply with various covenants, reporting
requirements and other customary requirements for similar credit facilities. Borrowings under the Credit Facility are subject to the leverage
restrictions contained in the Investment Company Act of 1940, as amended, provided that the Company’s asset coverage ratio under
the Credit Facility shall not be less than 150%.
The foregoing description is
only a summary of certain of the provisions of the Amendment and the Credit Facility and is qualified in its entirety by reference to
a copy of the Credit Facility, as amended and conformed through the Amendment, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
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 7.01 Regulation FD Disclosure.
The Company issued a press
release on December 1, 2025 to announce the signing of the Amendment. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in this Item
7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 18 to Loan Financing and Servicing Agreement, dated as of November 25, 2025, among TPVG Variable Funding Company LLC, as borrower, TriplePoint Venture Growth BDC Corp., individually and as collateral manager, Deutsche Bank AG, New York Branch, as facility agent, and the lenders parties thereto* |
| 99.1 |
|
Press Release dated December 1, 2025 |
| 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/ James P. Labe |
| |
Name: |
James P. Labe |
| |
Title: |
Chief Executive Officer |
Date: December 1, 2025
