Form 8-K Muzinich BDC, Inc. For: Aug 03
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2022 (August 3, 2022)
Muzinich BDC, Inc.
(Exact Name of Registrant as Specified in its Charter)
|(State or Other Jurisdiction of Incorporation)||
|(IRS Employer Identification Number)|
450 Park Avenue
New York, NY 10022
(Address of Principal Executive Offices, Zip Code)
(Registrant’s telephone number, including area code)
(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))|
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Item 1.01||Entry into a Material Definitive Agreement|
Muzinich BDC, Inc. (the “Company”) had previously entered into an Administration Servicing Agreement (the “Administration Agreement”) with U.S. Bancorp Fund Services, LLC d/b/a U.S. Bank Global Fund Services (“U.S. Bank”) dated as of August 8, 2019. The initial term of the Administration Agreement was set to expire on August 8, 2022. On August 3, 2022, the Company and U.S. Bank agreed to amend the Administration Agreement for purposes of extending its term by one year through August 8, 2023 (the “Amendment”). No other provisions of the Administration Agreement were affected by the Amendment.
|Item 9.01||Financial Statements and Exhibits|
|10.2.1||First Amendment to Administration Agreement between Muzinich BDC, Inc. and U.S. Bank, as Administrator|
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.
|Muzinich BDC, Inc.|
|Date: August 8, 2022||By:||/s/ Paul Fehre|
|Title:||Chief Financial Officer and Treasurer|
TO THE ADMINISTRATION SERVICING AGREEMENT
THIS FIRST AMENDMENT (this “Amendment”) effective as of the August 3, 2022, to the Administration Servicing Agreement (the “Agreement”) dated as of August 8, 2019, as amended, is entered into by and between MUZINICH BDC, INC., a Delaware corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Agreement.
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to extend its term; and
WHEREAS, Section 7 of the Agreement allows for the amendment of the Agreement by a written agreement executed by both parties, and authorized or approved by the Board of Directors.
NOW, THEREFORE, the parties agree as follows:
|1.||Section 7 of the Agreement is hereby superseded and replaced in its entirety with the following:|
7. Term of the Agreement; Amendment
This Agreement became effective on August 8, 2019 for an initial period of three (3) years, and shall continue for an additional period of one (1) year commencing August 8, 2022 and ending August 8, 2023. However, this Agreement may be terminated by either party upon giving one hundred and twenty (120) days’ prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within fifteen (15) days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by Fund Services and the Fund, and authorized or approved by the Board of Directors.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
SIGNATURES ON NEXT PAGE
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year last written below.
|MUZINICH BDC, INC.||U.S. BANCORP FUND SERVICES, LLC|
|By:||/s/ Paul Fehre||By:||/s/ Jason Hadler|
|Name:||Paul Fehre||Name:||Jason Hadler|
|Title:||CFO & Treasurer||Title:||SVP|
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