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
February 16, 2012
Date of Report (Date of earliest event reported)
NewStar Financial, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33211 | 54-2157878 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 Boylston Street, Suite 1250, Boston, MA 02116
(Address of principal executive offices) (Zip Code)
(617) 848-2500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 16, 2012, NewStar Financial, Inc. (the “Company”) entered into the Revolving Credit and Security Agreement (the “Agreement”), by and among NewStar Commercial Funding 2012-1 LLC, the lenders from time to time party hereto, Natixis, New York Branch (“Natixis”), as administrative agent, and U.S. Bank National Association as trustee, establishing a $150,000,000 credit facility (the “Credit Facility”).
The Credit Facility provides financing for senior secured middle market loans and has an initial loan contribution period ending on February 16, 2013. The Credit Facility has a reinvestment period ending on August 16, 2013, and matures on February 16, 2019. Advances under the Credit Facility are priced at a commercial paper rate, plus 2.05%. The credit facility is structured to accommodate a refinancing through the issuance of collateralized loan obligation notes.
The Agreement also requires the Company to comply with various financial and other covenants. In addition, the Agreement contains customary events of default (subject to certain materiality thresholds and grace and cure periods) customary for transactions of this type.
The foregoing description is only a summary of certain of the provisions of the Agreement and is qualified in its entirety by the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Revolving Credit and Security Agreement dated as of February 16, 2012, by and among NewStar Commercial Funding 2012-1 LLC, the lenders from time to time party hereto, Natixis, New York Branch, as administrative agent, and U.S. Bank National Association as trustee. |
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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.
| NEWSTAR FINANCIAL, INC. | ||||
| Date: February 21, 2012 |
By: | /s/ JOHN KIRBY BRAY | ||
| John Kirby Bray | ||||
| Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | Revolving Credit and Security Agreement dated as of February 16, 2012, by and among NewStar Commercial Funding 2012-1 LLC, the lenders from time to time party hereto, Natixis, New York Branch, as administrative agent, and U.S. Bank National Association as trustee. | |