Material Agreement - Form 8-K

Item 1.01 - Entry into a Material Definitive Agreement

On March 25, 2024, Trinity Capital Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule 1 thereto, in connection with the issuance and sale of $115,000,000 aggregate principal amount of the Company's 7.875% Notes due 2029 (the "Notes" and the issuance and sale of the Notes, the "Offering").

The Notes were issued under the Base Indenture, dated January 16, 2020 (the "Base Indenture"), between the Company and U.S. Bank National Association, as trustee (together with its successor in interest, U.S. Bank Trust Company, National Association, the "Trustee"), as supplemented by the Fifth Supplemental Indenture, dated March 28, 2024 (the "Fifth Supplemental Indenture" and together with the Base Indenture, the "Indenture").

The Notes bear interest at a rate of 7.875% per year payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing on June 30, 2024. The Notes will mature on March 30, 2029 and may be redeemed in whole or in part at any time, or from time to time, at the Company's option on or after March 30, 2026, at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of redemption.

The Notes are expected to be listed on the Nasdaq Global Select Market ("Nasdaq") and to trade on Nasdaq within 30 days of the issue date under the trading symbol "TRINZ."

The Company expects to use the net proceeds from the Offering to pay down a portion of its existing indebtedness outstanding under a credit agreement (the "Credit Agreement") with KeyBank, National Association ("KeyBank") and, depending on the remaining amount of net proceeds after such use, to redeem a portion of its outstanding 7.00% Notes due 2025 ("2025 Notes"). The Credit Agreement has a maturity date of October 27, 2026 and grants the Company, through its wholly owned subsidiary TrinCap Funding, LLC, a borrowing capacity of up to $400.0 million, with committed availability of up to $350.0 million. Borrowings under the Credit Agreement bear interest at a rate equal to Adjusted Term Secured Overnight Financing Rate ("SOFR") plus, currently, 3.25%, subject to the number of eligible loans in the collateral pool. As of March 22, 2024, approximately $265.0 million was outstanding under the Credit Agreement, and approximately $182.5 million in aggregate principal amount of 2025 Notes were outstanding. The Company may re-borrow under the Credit Agreement to make investments in accordance with its investment objective and investment strategy and for general corporate purposes.

The Notes are the direct, unsecured obligations of the Company and rank pari passu, or equal, in right of payment with all of the Company's other future and outstanding unsecured, unsubordinated indebtedness. The Notes rank effectively subordinated, or junior, to any of our future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The Notes rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.