Form 8-K (Regulation FD) - Date of Report 10-22-2024 true 0001487428 0001487428 2024-10-22 2024-10-22 0001487428 hrzn:CommonStockParValue0001PerShareCustomMember 2024-10-22 2024-10-22 0001487428 hrzn:NotesDue20264875CustomMember 2024-10-22 2024-10-22 0001487428 hrzn:NotesDue2027625CustomMember 2024-10-22 2024-10-22
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 22, 2024
 
HORIZON TECHNOLOGY FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
 
814-00802
 
27-2114934
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
312 Farmington Avenue
Farmington, CT 06032
 
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (860) 676-8654
 
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 class
 
Ticker Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.001 per share
 
HRZN
 
The Nasdaq Stock Market LLC
4.875% Notes due 2026
 
HTFB
 
The New York Stock Exchange
6.25% Notes due 2027
 
HTFC
 
The New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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. ☐
 
 

 
 
Section 7
Regulation FD
Item 7.01
Regulation FD Disclosure
 
On October 22, 2024, Monroe Capital LLC (“Monroe Capital”), an affiliate of Horizon Technology Finance Corporation (the “Company”) and Horizon Technology Finance Management LLC, the investment advisor to the Company (“HTFM”), announced that Monroe Capital has entered into a definitive agreement with Wendel Group (Euronext: MF:FP) (“Wendel”) relating to Wendel’s strategic investment in Monroe Capital.
 
The transaction is expected to close in the first quarter of 2025, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearances and approvals and client consents.
 
In connection with the transaction, the Company expects to seek approval of a new investment management agreement between the Company and HTFM, from the Company’s Board of Directors and its shareholders, the terms of which are expected to remain substantively similar to the current investment management agreement.
 
The full text of the press release of Monroe Capital making this announcement is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference; provided, however, that information contained on any website referenced in Exhibit 99.1 is not incorporated by reference into this communication.
 
The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
 
Section 9
Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits.
 
 
99.1 Monroe Capital Press Release dated October 22, 2024
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
  
 
2
 

 
 
SIGNATURE
 
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.
         
Date: October 22, 2024
HORIZON TECHNOLOGY FINANCE CORPORATION
 
     
     
 
By:
/s/ Robert D. Pomeroy, Jr.
 
   
Robert D. Pomeroy, Jr.
 
   
Chief Executive Officer
 
 
3
 

ex_735732img001.jpg

 

 

 

Monroe Capital to Enter into Strategic Partnership with Wendel Group

 

 

Strategic partnership to support future growth initiatives and expand Monroes US private credit platform

 

Wendel to commit $1 billion in seed capital and GP commitments for current and future Monroe investment strategies

 

Monroe to continue to operate independently with no changes to investment process, strategy or operations

 

Monroe and Wendel intend for AXA IM Prime to participate in the transaction

 

Chicago, IL, October 22, 2024 – Monroe Capital LLC (“Monroe”) today announced that it has entered into a definitive partnership agreement with Wendel Group (Euronext: MF:FP) (“Wendel”) relating to Wendel’s strategic investment in Monroe. At closing, Wendel will commit $1 billion for seed capital and GP commitments for current and future Monroe investment strategies and take a 75% equity stake in Monroe. Wendel will support Monroe with its significant balance sheet to fund growth initiatives and expand Monroe’s private credit platform in the United States, while further developing Wendel’s third-party asset management platform.

 

Monroe will continue to operate independently, retaining its current governance and leadership structure, including Theodore L. Koenig as Chief Executive Officer and Chairman, Zia Uddin as President, Michael Egan as Vice Chairman and Chief Credit Officer, and Tom Aronson as Vice Chairman and Head of Originations. Monroe’s investment process, strategy and operations will remain the same, and the investment advisory agreements between Monroe and its funds, including its Business Development Companies, are expected to remain substantively the same.

 

In order to maintain strong alignment with investors, Monroe’s management team will retain a 25% stake in the business and there will be no change to the firm’s broader economic alignment with limited partners, including existing fund commitments and carried interest.

 

In addition, Wendel and Monroe Capital intend for AXA IM Prime to participate in the transaction. Wendel and AXA IM Prime have a longstanding relationship and have jointly worked since inception on the current transaction. Both companies are now in discussion to confirm AXA IM Prime investment (up to $50m) as a minority shareholder, through its GP-stake fund “AXA IM Prime Capital Partners I” (“PCP I”), alongside Wendel in Monroe Capital. AXA Group (CS-FP) is the anchor investor of PCP I and already a significant and historic limited partner in Monroe Capital’s funds.

 

Theodore L. Koenig, Chairman and CEO of Monroe said, “We are excited to partner with Wendel on this next chapter of Monroe’s growth. Their commitment to our business will provide meaningful and stable capital to thoughtfully scale our platform and better capture the attractive and expanding opportunity in middle market private credit. Specifically, Wendel’s $1 billion commitment will accelerate our client-centric growth strategy and deliver meaningful benefits to our global investor base.”

 

Zia Uddin, President of Monroe said, “Through this partnership with Wendel we have achieved an important milestone in further securing the stability and growth of Monroe Capital for the next several decades. Wendel’s more than 320-year heritage as a family-owned business and the group’s long-term investment horizon align closely with our values at Monroe, and we are confident that we have found the right partners to collaborate with as we focus on continuing to build an incredible asset management platform. We look forward to working together with the Wendel teams.”

 

Laurent Mignon, Group CEO of Wendel said, “We have long known and admired the team at Monroe, who over the past two decades have built a leading middle-market US private credit firm. Since inception, Monroe has delivered strong and differentiated outcomes for its diversified global client base. Furthermore, the partnership will strengthen Wendel’s third-party asset management platform by enabling it to capitalize on the growing opportunity set in private credit and persistent growth in demand for direct lending solutions from investors and borrowers globally. We are excited to collaborate with Ted, Zia, and their talented teams to support the next phase of Monroe’s growth.”

 

Founded in 2004 by Ted Koenig, Monroe provides private credit solutions to borrowers in the U.S. and Canada, managing ~$19.5 billion of assets across 45+ investment vehicles. Monroe’s strategic verticals are Lower Middle Market Direct Lending, Alternative Credit, Software & Technology, Real Estate, Venture Debt, Independent Sponsor and Middle Market CLOs. Through July 1, 2024, Monroe has directly originated more than 700 transactions and invested over $44 billion. Monroe has grown to more than 270 employees, including 110 investment professionals, across 11 offices globally.

 

The transaction is expected to close in the first quarter of 2025.

 

Goldman Sachs & Co. LLC acted as exclusive financial advisor to Monroe, and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Monroe. UBS acted as financial advisor to Wendel and Kirkland & Ellis LLP acted as legal counsel to Wendel.

 

About Monroe Capital

Monroe Capital LLC (including its subsidiaries and affiliates, together “Monroe”) is a premier asset management firm specializing in private credit markets across various strategies, including direct lending, technology finance, venture debt, alternative credit solutions, structured credit, real estate and equity. Since 2004, the firm has been successfully providing capital solutions to clients in the U.S. and Canada. Monroe prides itself on being a value-added and user-friendly partner to business owners, management, and both private equity and independent sponsors. Monroe’s platform offers a wide variety of investment products for both institutional and high net worth investors with a focus on generating high quality “alpha” returns irrespective of business or economic cycles. The firm is headquartered in Chicago and maintains eleven offices, of which nine are in the U.S., one is in Abu Dhabi, UAE, and one is in Seoul, South Korea.

 

Monroe has been recognized by both its peers and investors with various awards including Private Debt Investor as the 2023 Lower Mid-Market Lender of the Decade, 2023 Lower Mid-Market Lender of the Year, 2023 CLO Manager of the Year, Americas; Inc.’s 2023 Founder-Friendly Investors List; Global M&A Network as the 2023 Lower Mid-Markets Lender of the Year, U.S.A.; DealCatalyst as the 2022 Best CLO Manager of the Year; Korean Economic Daily as the 2022 Best Performance in Private Debt – Mid Cap; Creditflux as the 2021 Best U.S. Direct Lending Fund; and Pension Bridge as the 2020 Private Credit Strategy of the Year. For more information and important disclaimers, please visit www.monroecap.com.

 

About Wendel

Wendel is one of Europe’s leading listed investment firms. The Group invests in Europe and North America in companies which are leaders in their field, such as ACAMS, Bureau Veritas, Crisis Prevention Institute, IHS Towers, Scalian, Stahl and Tarkett. Wendel often plays an active role as a controlling or significant shareholder in its portfolio companies. Wendel seeks to implement long-term development strategies, which involve boosting growth and margins of companies to enhance their leading market positions. With Wendel Growth, Wendel also invests via funds or directly in innovative, high-growth companies. In 2023, Wendel initiated a strategic shift into third-party asset management of private assets, alongside its historical principal investment activities. In May 2024, Wendel completed the acquisition of a 51% stake in IK Partners, a major step in the deployment of its strategic expansion in third-party private asset management. For more information, please visit www.wendelgroup.com.

 

For more information, please contact:

 

Monroe Capital Contact

 

Rachael Cressy
Marketing Manager

Monroe Capital LLC

312-523-2384

rcressy@monroecap.com

 

Nadia Damouni / Josh Clarkson / Ryan Smith

Prosek Partners

Pro-monroe@prosek.com

 

 
v3.24.3
Document And Entity Information
Oct. 22, 2024
Document Information [Line Items]  
Entity, Registrant Name HORIZON TECHNOLOGY FINANCE CORPORATION
Document, Type 8-K/A
Document, Period End Date Oct. 22, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 814-00802
Entity, Tax Identification Number 27-2114934
Entity, Address, Address Line One 312 Farmington Avenue
Entity, Address, City or Town Farmington
Entity, Address, State or Province CT
Entity, Address, Postal Zip Code 06032
City Area Code 860
Local Phone Number 676-8654
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Description Form 8-K (Regulation FD) - Date of Report 10-22-2024
Amendment Flag true
Entity, Central Index Key 0001487428
CommonStockParValue0001PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol HRZN
Security Exchange Name NASDAQ
NotesDue20264875 Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security 4.875% Notes due 2026
Trading Symbol HTFB
Security Exchange Name NYSE
NotesDue2027625 Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security 6.25% Notes due 2027
Trading Symbol HTFC
Security Exchange Name NYSE

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