8-K

 

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): April 2, 2018

 

 

THL Credit, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-00789   27-0344947

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

100 Federal Street, 31st Floor, Boston, MA 02110

(Address of principal executive offices)

Registrant’s telephone number, including area code (800) 450-4424

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))

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 5.02 (d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On April 2, 2018, the board of directors (the “Board”) of THL Credit, Inc. (the “Company”) appointed Jane Musser Nelson as a director of the Company, with immediate effect.

Ms. Musser Nelson has extensive experience in the asset management industry with a focus on leveraged loans, collateralized loan obligations (CLOs) and private credit. Ms. Musser Nelson was formerly a Managing Director with Cambridge Associates where she spent eight years researching credit managers and working with a broad array of clients building credit portfolios as well as advising on all asset allocations. Prior to this, she served as an Executive Vice President at Bain Credit, investing and managing portfolios of leveraged loans and high yield bonds and in various roles at ING Capital Advisors for eight years including serving on their U.S. and European Investment Committees and managing CLOs. Prior to ING, Ms. Musser Nelson served as a Vice President at Eaton Vance working on the Senior Debt Fund team. Currently, Ms. Musser Nelson serves on the advisory committee of certain private investment funds, as Chair of the Investment Committee of the Concord Museum and is on the Investment Committee for ConcordArt. Ms. Musser Nelson is a graduate of Smith College and Amos Tuck School of Business, Dartmouth College.

The Board believes that Ms. Musser Nelson’s extensive experience in the asset management industry qualifies her for service on the Board.

In connection with Ms. Musser Nelson’s appointment, the Board also approved an increase in the size of the Board from six to seven directors. Because David K. Downes will not stand for re-election at the 2018 Annual Meeting of Stockholders, a subsequent reduction in the size of the Board will take effect following the 2018 Annual Meeting of Stockholders and the end of Mr. Downes’ term as a Director. Each of the Company’s directors will hold office until the next annual meeting of stockholders (the “Annual Meeting”) or until his or her successor is duly elected and qualified or such director’s earlier resignation, death or removal. Ms. Musser Nelson will stand for reelection at the Annual Meeting.

Ms. Musser Nelson’s compensation will be consistent with that provided to all of the Company’s independent directors, as described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission.

There is no arrangement or understanding under which Ms. Musser Nelson was appointed. There are no transactions involving Ms. Musser Nelson requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press Release, dated April 2, 2018.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

THL CREDIT, INC.

Date: April 2, 2018     By:   /S/    TERRENCE W. OLSON        
     

Name:

Title:

 

Terrence W. Olson

Chief Financial Officer, Chief

Operating Officer & Treasurer

EX-99.1

Exhibit 99.1

 

LOGO

Credit Industry Veteran Jane Musser Nelson

Joins THL Credit’s Board of Directors

BOSTON – April 2, 2018 – THL Credit, Inc. (NASDAQ: TCRD) (“THL Credit”), today announced the appointment of Jane Musser Nelson to its Board of Directors, with immediate effect. Ms. Musser Nelson joins THL Credit’s Board of Directors with extensive experience in the asset management industry with a focus on leveraged loans, collateralized loan obligations (CLOs) and private credit. She was formerly with Cambridge Associates, where she spent eight years researching credit managers and working with a broad array of clients building credit portfolios as well as advising on all asset allocations.

Prior to this, Ms. Musser Nelson was an Executive Vice President at Bain Capital Credit, investing and managing portfolios of leveraged loans and high yield bonds. She was also previously at ING Capital Advisors for eight years, serving on their U.S. and European Investment Committees and managing CLOs. Prior to ING, she was a Vice President at Eaton Vance working on the Senior Debt Fund team.

“We are very grateful to have someone as experienced as Jane on our Board of Directors,” said Chris Flynn, CEO of THL Credit. “She has tremendous insight into the credit industry gained over the course of her distinguished career, and is a strong addition to our team.”

Currently Ms. Musser Nelson serves on the advisory committee of certain private investment funds. She is a graduate of Smith College and the Amos Tuck School of Business, Dartmouth College.

#    #    #

About THL Credit, Inc.

THL Credit, Inc. (NASDAQ: TCRD) is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company’s investment objective is to generate both current income and capital appreciation, primarily through directly originated first lien secured loans, including unitranche investments. In certain instances, the Company also makes second lien, subordinated, or mezzanine debt investments, which may include an associated equity component such as warrants, preferred stock or other similar securities and direct equity co-investments. The Company targets investments primarily in lower middle market companies with annual EBITDA generally between $5 million and $25 million that require capital for growth and acquisitions. The Company


is headquartered in Boston, with additional offices in Chicago, Dallas, Los Angeles and New York. The Company’s investment activities are managed by THL Credit Advisors LLC, an investment adviser registered under the Investment Advisers Act of 1940. For more information, please visit www.THLCreditBDC.com.

Forward-Looking Statements

Statements made in this press release may constitute forward-looking statements. Such statements reflect various assumptions by the Company concerning anticipated results and are not guarantees of future performance. The accuracy of such statements involves known and unknown risks, uncertainties and other factors that, in some ways, are beyond management’s control, including the factors described from time to time in filings by the Company with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statements made herein. All forward-looking statements speak only as of the date of this press release.

Investor Contact:

THL Credit, Inc.

Lauren Vieira

(617) 790-6070

Media Contact:

Stanton

Doug Allen

(646) 502-3530

dallen@stantonprm.com