form8_k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): March 20,
2009
Tortoise
Capital Resources Corporation
(Exact
Name of Registrant as Specified in Its Charter)
|
Maryland
|
1-33292
|
20-3431375
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
11550
Ash Street, Suite 300, Leawood, KS
|
66211
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(913)
981-1020
(Registrant’s
Telephone Number, Including Area Code)
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))
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On
March
20, 2009, Tortoise Capital Resources Corporation (the “Company”) entered into a
Fifth Amendment to Credit Agreement (the “Fifth Amendment”) with U.S. Bank
National Association (“U.S. Bank”), as lender, agent and lead arranger, and
First National Bank of Kansas (each a “Bank” and collectively, the “Banks”),
amending the Credit Agreement dated as of April 25, 2007 among
the Company, U.S.
Bank and Bank of Oklahoma, as amended by the First Amendment
to Credit Agreement
dated as of July 18, 2007, the Second Amendment to Credit Agreement
dated as of September 28, 2007, the Third Amendment to Credit
Agreement dated as
of March 21, 2008, and the Fourth Amendment to Credit Agreement
dated as of
March 28, 2008 (as so amended, the “Credit Agreement”, and as amended by the
Fifth Amendment, the “Amended Credit Agreement”). The Fifth Amendment
extends the term of the Credit Agreement for 90 days and
provides for a secured revolving credit facility of up to $25
million.
The Amended Credit Agreement terminates on June 20, 2009. The
Amended Credit Agreement includes a provision requiring the Company
to apply
100% of the proceeds from any private investment liquidation
and 50% of the
proceeds from the sale of any publicly traded portfolio assets
to the
outstanding balance of the facility. In addition, each prepayment of
principal of the loans under the Amended Credit Agreement will
permanently
reduce the maximum amount of the loans under the Amended Credit
Agreement to an
amount equal to the outstanding principal balance of the loans
under the Amended
Credit Agreement immediately following the prepayment. During the
extension, outstanding loan balances generally will accrue interest
at a
variable rate equal to the greater of (i) the one-month LIBOR
plus 3.00 percent
and (ii) 5.50 percent, with a fee of 0.50 percent on any unused
balance of the
facility.
The
description of the Fifth Amendment does not purport to be complete
and is
qualified in its entirety by reference to the Fifth Amendment
that is filed
hereto as Exhibit 10.1 and incorporated herein by reference.
U.S.
Bank
serves as the Company’s custodian for its securities and other assets pursuant
to a custody agreement. U.S. Bank also serves as custodian for
Tortoise Energy Infrastructure Corporation (“TYG”), Tortoise Energy Capital
Corporation (“TYY”), Tortoise North American Energy Corporation (“TYN”), and two
private funds advised by the Company’s investment adviser, which are affiliates
of the Company. In addition, U.S. Bancorp Fund Services, LLC, an
affiliate of U.S. Bank, provides fund accounting services to
the Company
pursuant to a fund accounting servicing agreement and provides
fund
administration services and fund accounting services to TYG and
TYY, pursuant to
fund administration servicing agreements and fund accounting
servicing
agreements, as well as fund accounting services to one of such
private funds
pursuant to a fund accounting servicing agreement.
|
Item
2.03.
|
Creation
of a Direct Financial Obligation or an Obligation
under an Off-Balance
Sheet Arrangement of a
Registrant.
|
The
information included under Item 1.01 above is incorporated
into this Item 2.03
by reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
| |
|
|
(d)
|
Exhibits
|
| |
|
|
10.1
|
Fifth
Amendment to Credit Agreement dated as of March 20, 2009 by and
among
Tortoise Capital Resources Corporation, U.S. Bank National Association
and
First National Bank of Kansas
|
| |
|
SIGNATURES
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.
TORTOISE
CAPITAL
RESOURCES CORPORATION
Dated: March
26,
2009 By: /s/
Terry Matlack
Terry
C.
Matlack
Chief Financial Officer
Exhibit
Index
|
Exhibit
No.
|
Description
|
| |
|
|
10.1
|
Fifth
Amendment to Credit Agreement dated as of March 20, 2009 by and
among
Tortoise Capital Resources Corporation, U.S. Bank National Association
and
First National Bank of Kansas
|
| |
|