8-K: Hercules Capital Secures $350 Million in New Notes and Expands Revolving Credit Facility to $440 Million
Summary
- Hercules Capital, Inc. (HTGC) entered into a Ninth Supplemental Indenture on June 16, 2025, for the issuance and sale of $350,000,000 aggregate principal amount of its 6.000% Notes due 2030.
- The Notes will mature on June 16, 2030, and bear interest at 6.000% per annum, payable semi-annually on June 16 and December 16, commencing December 16, 2025.
- The Notes are unsecured senior obligations, ranking pari passu with existing and future unsecured liabilities, but effectively subordinated to secured indebtedness and structurally subordinated to subsidiary debt.
- The company may redeem the Notes prior to May 16, 2030, at the greater of a make-whole premium (Treasury Rate plus 35 basis points) or 100% of principal, plus accrued interest; on or after May 16, 2030, at 100% of principal plus accrued interest.
- Holders have the right to require repurchase of Notes upon a Change of Control Repurchase Event (Change of Control and a Below Investment Grade Rating Event) at 100% of principal plus accrued interest.
- Hercules Funding IV LLC, a wholly-owned subsidiary, amended its Loan and Security Agreement on June 10, 2025, with MUFG Bank, Ltd. and other lenders.
- The revolving credit facility was upsized from $400.0 million to $440.0 million.
- The maturity of the revolving credit facility was extended from January 13, 2026, to June 10, 2029.
- Borrowings under the amended facility will accrue interest at Term SOFR plus a SOFR Margin ranging from 2.50% to 2.75% per annum, depending on the Average Used Line Amount Percentage.
- The unused line fee calculation was modified to a range of 0.375% to 0.75% depending on the Average Used Line Amount Percentage.
- The minimum tangible net worth covenant for Hercules Capital, Inc. (on a consolidated basis) was modified to be in excess of $1,100,000,000, an increase from the previous $869,000,000.
- The company expects to use the net proceeds from the Notes offering to repay outstanding secured indebtedness under its financing arrangements.
Sentiment
Score: 7
Explanation: The sentiment is positive due to the successful capital raise and significant extension of the revolving credit facility, which enhance the company's financial flexibility and long-term stability. While there's an increased net worth covenant and the swingline sublimit is effectively zero, these are outweighed by the overall strengthening of the company's funding structure.
Positives
- Successfully raised $350 million through a public offering of 6.000% Notes, diversifying funding sources.
- Increased the revolving credit facility size by $40 million, from $400 million to $440 million, enhancing liquidity and financial flexibility.
- Extended the maturity of the revolving credit facility by over three years, from January 13, 2026, to June 10, 2029, providing long-term stability.
- Proceeds from the Notes offering are intended to repay outstanding secured indebtedness, which could optimize the company's debt structure and potentially reduce overall borrowing costs or improve debt covenants.
Negatives
- The new 6.000% Notes represent a fixed cost of capital for the company.
- The minimum tangible net worth covenant for Hercules Capital, Inc. was increased from $869,000,000 to $1,100,000,000, imposing a higher financial hurdle.
- The Swingline Sublimit under the amended Loan and Security Agreement is effectively $0.00, removing a flexible short-term borrowing option that was previously available.
- The Notes are effectively subordinated to secured indebtedness and structurally subordinated to all existing and future indebtedness of the company's subsidiaries, which could impact recovery in a default scenario.
Risks
- The Notes are unsecured obligations and effectively rank junior to any of the company's secured indebtedness to the extent of the value of the assets securing such indebtedness.
- The Notes rank structurally subordinated to all existing and future indebtedness (including trade payables) incurred by the company's subsidiaries, financing vehicles, or similar facilities.
- The company's ability to redeem the Notes prior to May 16, 2030, involves a make-whole premium based on the Treasury Rate plus 35 basis points, which could be costly if interest rates rise.
- A 'Change of Control Repurchase Event' (triggering note repurchase) requires both a 'Change of Control' and a 'Below Investment Grade Rating Event', meaning a downgrade by rating agencies is necessary in addition to a change of control.
- The Loan Agreement contains provisions for 'Defaulting Lenders', which could impact the availability of funds if a lender fails to meet its funding obligations.
- Changes in law or governmental regulations could lead to increased costs for the company under the revolving credit facility (Section 2.14, 2.15 of Loan Agreement).
- Inability to determine Term SOFR rates or illegality of SOFR loans could lead to conversion to ABR loans or other adjustments (Section 2.16, 2.17 of Loan Agreement).
- The company is subject to the risk of erroneous payments under the Loan Agreement, which could require repayment of funds (Section 16.22 of Loan Agreement).
Future Outlook
The company intends to use the net proceeds from the $350 million Notes offering to repay outstanding secured indebtedness, indicating a strategic move to manage its capital structure and potentially reduce its secured debt burden.
Management Comments
- The execution and delivery of the Ninth Supplemental Indenture and the Fourth Amendment to Loan and Security Agreement were duly authorized by the company's board of directors and pricing committee.
Industry Context
As a Business Development Company (BDC), Hercules Capital's primary business involves providing financing to private companies. The successful issuance of new notes and the expansion/extension of its revolving credit facility are standard capital management activities crucial for a BDC to maintain liquidity, fund new investments, and manage its debt portfolio. These actions reflect the company's ongoing efforts to secure diverse and flexible funding sources to support its lending operations in the venture debt and growth stage markets.
Comparison to Industry Standards
- The 6.000% interest rate on the new notes is competitive for unsecured debt in the current market environment for a BDC, reflecting prevailing interest rate conditions and the company's credit profile.
- The upsize of the revolving credit facility to $440 million and its extension to June 2029 demonstrate continued lender confidence in Hercules Capital's business model and asset quality, which is a positive signal within the BDC sector.
- The increase in the minimum tangible net worth covenant for HCI to $1.1 billion, while a tighter constraint, aligns with a trend towards stronger balance sheet requirements for financial institutions and BDCs, indicating a commitment to financial prudence.
- The shift in the revolving facility's interest rate to Term SOFR plus a margin is consistent with the broader market's transition away from LIBOR-based rates.
Stakeholder Impact
- **Shareholders**: The successful capital raise and extended credit facility provide financial stability and flexibility, which can be viewed positively. The increased tangible net worth covenant implies a stronger balance sheet is expected, which could be beneficial for long-term shareholder value.
- **New Noteholders**: Provided an investment opportunity with a 6.000% yield and specific protections like change of control repurchase rights.
- **Existing Secured Creditors**: Proceeds from the new notes are intended to repay outstanding secured indebtedness, which would reduce the company's secured debt obligations.
- **Revolving Facility Lenders**: Their commitment was increased, and the facility's maturity was extended, indicating continued business with a key client.
- **Employees**: Stable financing supports ongoing business operations, indirectly benefiting employees through continued employment and business growth.
Next Steps
- The company expects to use the net proceeds from the Notes offering to repay outstanding secured indebtedness under its financing arrangements.
Related Party Transactions
- Hercules Funding IV LLC, a Delaware limited liability company, is a special purpose wholly-owned subsidiary of Hercules Capital, Inc. and is the borrower under the amended Loan and Security Agreement.
- The Sale and Servicing Agreement is between Hercules Funding IV LLC, Hercules Capital, Inc. (as Originator and initial Servicer), and the Agent, outlining the servicing of Notes Receivable.
Key Dates
- 2012-03-06: Original date of the Base Indenture between the Company and U.S. Bank Trust Company, National Association.
- 2020-02-20: Original date of the Loan and Security Agreement between Hercules Funding IV LLC and MUFG Bank, Ltd. and lenders.
- 2025-06-10: Date of the Fourth Amendment to Loan and Security Agreement becoming effective; earliest event reported in the 8-K filing.
- 2025-06-11: Date of the Underwriting Agreement for the Notes offering; date of preliminary prospectus supplement and pricing term sheet.
- 2025-06-13: Date final prospectus supplement for the Notes offering was filed with the SEC.
- 2025-06-16: Date of the Ninth Supplemental Indenture for the Notes offering; closing date of the Notes offering; date interest on Notes begins to accrue.
- 2025-12-16: First interest payment date for the 6.000% Notes due 2030.
- 2029-06-10: New maturity date for the revolving credit facility under the Fourth Amendment.
- 2030-05-16: Par Call Date for the 6.000% Notes due 2030 (one month prior to maturity).
- 2030-06-16: Maturity date for the 6.000% Notes due 2030.
Keywords
Filings with Classifications
Beneficial Ownership Disclosure Amendment
- The filing is a remediation for a disclosure that should have been submitted in 2021, indicating a delay in the initial reporting of beneficial ownership.
Annual Meeting Results
- Proposal 3 sought authorization for the Company to sell or issue shares of its common stock at a price below its then-current net asset value (NAV) per share.
- This proposal was not authorized by stockholders, which limits the company's ability to raise capital through equity issuance below NAV.
Debt Offering and Credit Facility Amendment
- The company issued and sold $350,000,000 in aggregate principal amount of its 6.000% Notes due 2030 in a public offering.
Earnings Release
- The company closed an offering of $287.5 million of 4.750% convertible unsecured notes due 2028.
- During the first quarter 2025, the Company sold 2.0 million shares of common stock under the equity ATM program for total net proceeds of $39.4 million (net of $0.7 million of offering expenses).
- During April 2025, the Company sold 2.2 million shares of common stock under the equity ATM program for total net proceeds of $41.5 million (net of $0.3 million of offering expenses).
Quarterly Report
- The company experienced a net decrease in net assets resulting from operations, indicating a less favorable financial performance compared to previous periods.
- Net realized losses were recorded for the period, suggesting challenges in the company's investment strategies.
- There was a net change in unrealized depreciation on investments, indicating a decline in the value of the company's portfolio.
Proxy Statement
- The company is seeking authorization to sell or issue shares of its common stock at a price below its then-current net asset value per share.
- The company has no immediate plans to sell or issue shares of its common stock at a price below net asset value, but is asking for stockholder approval now so that it has flexibility if in the future it determines that such a sale is in stockholders best interests.
- These sales typically must be undertaken quickly in an attempt to protect the value of your investment so it is critical that we have stockholder approval ahead of time.
Proxy Statement
- The company's performance relative to its peer group was generally at or above the 90th percentile, and in most cases at the 100th percentile, measured using ROAA, ROE and AASR.
Proxy Statement
- Hercules Capital is seeking stockholder approval to sell or issue Shares, in one or multiple public or private offerings, at a purchase price below the then-current NAV during the 12-month period expiring on the anniversary of the Annual Meeting, subject to the conditions and stockholder protections described herein.
- The number of Shares sold or issued in Below-NAV Sale may not exceed 25% of the number of thencurrent outstanding Shares.
- The purchase price of each Share sold in a Below-NAV Sale may not be more than 25% below the then-current NAV per Share.
Capital Markets Transaction
- Hercules Capital is issuing $250 million in convertible unsecured notes due 2028 in a private placement.
- The initial purchasers have an option to purchase an additional $37.5 million to cover overallotments.
- The notes are convertible into common stock at an initial conversion price of approximately $21.48 per share.
- The company intends to use the net proceeds for investments and general corporate purposes.
8-K Filing
- Hercules Capital plans to offer $250.0 million aggregate principal amount of its Convertible Unsecured Notes due 2028.
- The Company plans to grant the initial purchasers an option to purchase up to an additional $37.5 million principal amount of the Convertible Notes to cover overallotments, if any.
Earnings Release
- During Q4 2024, the Company sold 8.0 million shares of common stock under the agreement for total net proceeds of approximately $152.0 million (net of $1.6 million of offering expenses).
- During January 2025, the Company sold 2.0 million shares of common stock under the equity ATM program for total net proceeds of $39.8 million (net of $0.3 million of offering expenses).
- The Company has 30.0 million shares remaining available for issuance and sale under the equity ATM program, as of December 31, 2024.
Earnings Release
- Q4 2024 NII decreased compared to Q4 2023 due to a lower weighted average yield on the debt investment portfolio and an increase in total net operating expenses.
Equity Offering Announcement
- Hercules Capital may issue and sell up to 30,000,000 shares of its common stock.
- The company intends to use the net proceeds from this offering to fund investments in debt and equity securities, make acquisitions, retire certain debt obligations, and for other general corporate purposes.
Prospectus Supplement
- Hercules Capital is offering up to 30 million shares of common stock through an at-the-market offering.
- The company intends to use the net proceeds to fund investments, acquisitions, retire debt, and for general corporate purposes.
Prospectus Supplement
- The document indicates that the company may sell shares below NAV, which would result in immediate dilution to existing shareholders.
Credit Facility Amendment
- The increase in the credit facility and the extension of the maturity dates are better than the previous terms.
Quarterly Report
- The company reported record total investment income and net investment income, exceeding previous results and expectations.
Quarterly Report
- The company's net change in unrealized appreciation (depreciation) was negative for the three and nine months ended September 30, 2024.
- The company's net realized gain (loss) was negative for the three months ended September 30, 2024.
Quarterly Report
- The Company may from time-to-time issue and sell shares of its common stock through public or ATM offerings.
- The Company currently sells shares through its equity distribution agreement with JMP Securities LLC (JMP) and Jefferies LLC (the 2023 Equity Distribution Agreement).
- The 2023 Equity Distribution Agreement provides that the Company may offer and sell up to 25.0 million shares of its common stock from time to time through JMP or Jefferies, as the Company's sales agents.
- Sales of the Company's common stock, if any, may be made in negotiated transactions or transactions that are deemed to be at the market, as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.
- Additionally, on August 7, 2023, the Company sold 6.5 million shares of common stock through an upsized public offering pursuant to an underwriting agreement with Morgan Stanley & Co. LLC, UBS Securities, and Wells Fargo Securities, LLC as joint book-running managers to sell.
- As of September 30, 2024, approximately 13.6 million shares remain available for issuance and sale under the current equity distribution agreement.
Shareholder Meeting Results
- The document details the approval for the company to sell or issue shares of its common stock at a price below its then-current NAV per share.
- This authorization provides the company with the option to raise capital by issuing shares below NAV.
Shareholder Meeting Results
- The annual meeting was initially held on June 20, 2024, and then adjourned to August 15, 2024, specifically to vote on Proposal 3.
Quarterly Report
- The company reported record total gross fundings, total investment income, and net investment income, all exceeding previous periods.
Annual Meeting Results
- Proposal 3, which was adjourned, concerns the authorization of the Company to sell or issue shares of its common stock at a price below its then-current NAV per share.
Annual Meeting Results
- The vote on Proposal 3, regarding the authorization to sell shares below NAV, was delayed and will be held on August 15, 2024.
Quarterly Report
- The company reported record Q1 commitments and fundings, significantly exceeding previous periods.
- Net investment income increased by 20.9% year-over-year, indicating strong financial performance.
- The company's net asset value per share increased by 1.7%, demonstrating growth in shareholder value.
Quarterly Report
- The company sold 3.7 million shares of common stock under the ATM program during Q1 2024 for net proceeds of approximately $66.4 million.
- The company has 13.6 million shares remaining available for issuance and sale under the equity ATM program.
Quarterly Report
- The company's net investment income increased by approximately 21% year-over-year.
- The company's total assets increased by approximately 8% since the end of 2023.
- The company's net asset value per share increased by approximately 2% since the end of 2023.
Quarterly Report
- The company issued and sold 3.7 million shares of its common stock through its equity distribution agreement, receiving net proceeds of approximately $66.4 million.
- As of March 31, 2024, approximately 13.6 million shares remain available for issuance and sale under the current equity distribution agreement.
Proxy Statement
- The company is seeking authorization to sell or issue shares below NAV, up to 25% of outstanding shares, with a maximum discount of 25%.
- The company argues that this flexibility is needed to take advantage of investment opportunities during volatile market conditions, maintain RIC status, manage debt-to-equity ratios, and avoid less favorable capital-raising methods.
Earnings Release
- The company sold 6.5 million shares of common stock under the ATM program for total net proceeds of approximately $99.9 million during Q4 2023.
- The company has 17.3 million shares remaining available for issuance and sale under the equity ATM program.
Earnings Release
- The company's Q4 and full-year results exceeded expectations with record total investment income and net investment income.
- The company's core yield of 14.3% for Q4 2023 exceeded the expected annual range of 13.8% to 14.0%.
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