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Form 8-K Hancock Park Corporate For: Sep 23

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September 24, 2021 5:02 PM EDT

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 24, 2021 (September 23, 2021)

HANCOCK PARK CORPORATE INCOME, INC.
(Exact name of Registrant as specified in its charter)

Maryland
814-01185
81-0850535
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

10 S. Wacker Drive, Suite 2500
Chicago, Illinois
60606
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (847) 734-2000

Not applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
NoneNoneNone
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company    x
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.    x






Item 1.01.Entry into a Material Definitive Agreement.

Amendment to Note Purchase Agreement

On September 23, 2021, Hancock Park Corporate Income, Inc., a Maryland corporation (the “Company”), executed an amendment (the “Amendment”) to its Note Purchase Agreement dated November 27, 2019 (the “Agreement”) with a qualified institutional investor (the “Purchaser”), under which the Company previously sold to the Purchaser in a private placement 6.50% unsecured notes due November 27, 2024 in an aggregate principal amount of $15,000,000 (the “Notes”).
The Amendment, among other things: (i) extends the scheduled maturity date of the Notes from November 27, 2024 to November 27, 2026, (ii) reduces the coupon rate of the Notes from 6.50% to 5.50%, and (iii) reduces the default rate of the Notes, if applicable, from 8.50% to 7.50%. In addition, under the Agreement as amended by the Amendment, the Company may, at its option, upon notice to the Purchaser, redeem at any time all, or from time to time any part of, the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest on such Notes accrued to, but excluding, the date of redemption, and with no redemption settlement amount paid by the Company in connection with any such redemption. Except as set forth in the Amendment, the Agreement continues in full force and effect. In connection with the Amendment, the Company paid to the Purchaser a structuring fee equal to one percent (1%) of the principal amount outstanding in respect of the Notes, or $150,000.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of 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 set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.


*****




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Hancock Park Corporate Income, Inc.
Date: September 24, 2021
By:
/s/ Bilal Rashid
Chief Executive Officer


Execution Version

AMENDMENT TO
NOTE PURCHASE AGREEMENT

    This Amendment (the “Amendment”) to the Note Purchase Agreement, dated September 23, 2021 (the “Effective Date”), is entered into by and between Hancock Park Corporate Income, Inc., a Maryland corporation (the “Company”), and The HCM Master Fund Limited (the “Purchaser”).

    WHEREAS, the Company and the Purchaser entered into that certain Note Purchase Agreement dated November 27, 2019 (the “Agreement”) pursuant to which the Purchaser purchased $15,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due November 27, 2024;

WHEREAS, the Company and the Purchaser desire to amend the Agreement as provided herein, subject to the terms and conditions set forth herein, to be effective as of the Effective Date.

    WHEREAS, Section 8.9 of the Agreement permits the Company to request that all or a portion of the Notes existing at the time of such request (“Existing Notes”) be converted to extend the scheduled maturity date of any payment of principal with respect to any such Existing Notes (any such Existing Notes so extended, the “Extended Notes”) and to provide for other terms as the Company and the Purchaser may agree which are consistent with Section 8.9;

    WHEREAS, this Amendment is a Section 8.9 Additional Amendment as described in the Agreement; and

    WHEREAS, each capitalized term that is defined in the Agreement, but that is not defined in this Amendment, shall have the meaning ascribed such term in the Agreement, as amended hereby.
    NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments.

a.Term. The Maturity Date of November 27, 2024 in respect of the Existing Notes is hereby extended for two (2) years in respect of the Extended Notes, such that the entire unpaid principal balance of each Extended Note shall be due and payable on November 27, 2026.

b.Coupon. All references to 6.50% in the Agreement and in the Existing Notes as the coupon rate in respect of the Existing Notes are hereby replaced with 5.50% as the coupon rate in respect of the Extended Notes.



c.Default Rate. For the avoidance of doubt, all references to 8.50% in the Agreement and in the Existing Notes as the Default Rate in respect of the Existing Notes during any continuance of an Event of Default are hereby replaced with 7.50% as the Default Rate in respect of the Extended Notes during any continuance of an Event of Default.

d.Optional Redemption. The Company may, at its option, upon notice to the Purchaser as described in Section 8.2 of the Agreement, redeem at any time all, or from time to time, any part of, the Extended Notes, in an amount not less than 10% of the aggregate principal amount of the Extended Notes then outstanding in the case of a partial redemption, at 100% of the principal amount so redeemed, together with interest on such Extended Notes accrued to, but excluding, the date of redemption. For the avoidance of doubt, the Redemption Settlement Amount applicable to optional redemptions of the Existing Notes shall not apply to any redemption of Extended Notes under Section 8.2 and Section 8.4 of the Agreement as amended by this Section 1(d).

e.Structuring Fee. As a condition precedent to the Purchaser’s obligations under this Amendment, the Company shall pay to the Purchaser an amount equal to one percent (1%) of the principal amount outstanding in respect of the Extended Notes, by wire transfer of immediately available funds to the Purchaser’s account specified in Section 14.2 of the Agreement.

f.Payment of Legal Fees. As a condition precedent to the Purchaser’s obligations under this Agreement, the Company shall pay the reasonable and documented out-of-pocket fees, charges and disbursements of Troutman Pepper Hamilton Sanders LLP, as external counsel to the Purchaser in connection with this Amendment, in an amount not to exceed $5,000.

g.Applicability of Amendment to All of Purchaser’s Existing Notes. The Purchaser acknowledges and agrees that all Existing Notes held by the Purchaser as of the date hereof shall be deemed, as of and after the Effective Date, to be Extended Notes, subject to the terms and conditions set forth in the Agreement, as amended by this Amendment.

h.Effect on Note Purchase Agreement. On and after the Effective Date, each reference in the Agreement and the Extended Notes to “the Note Purchase Agreement,” “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Agreement as amended hereby.

2.Miscellaneous.

a.Agreement. Except as specifically amended hereby, the Agreement shall continue in full force and effect.
b.Governing Law. This Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.


c.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
d.Electronic Signatures. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
e.Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
f.Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.
[Signature Page Follows]


IN WITNESS WHEREOF, each of the Company and the Purchaser, intending to be legally bound, has executed this Amendment to the Note Purchase Agreement, to be effective and binding as of the Effective Date.


HANCOCK PARK CORPORATE INCOME, INC.
By: /s/ Jeffrey A. Cerny
Name:    Jeffrey A. Cerny
Title:    Chief Financial Officer
THE HCM MASTER FUND LIMITED
By: /s/ Erik M. Herzfeld
Name:    Erik M. Herzfeld
Title:    Authorized Signatory





[signature page to Amendment to Note Purchase Agreement]

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