Runway Growth Finance Corp
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 7, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed or incorporated by reference as part of this annual report on Form 10‑K:
(a) Consolidated Financial Statements
(1)
Consolidated Financial Statements — Refer to Part II, Item 8 of this Form 10‑K, which are filed herewith::
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 76 |
| Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 | 77 |
| Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 | 78 |
| Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and 2021 | 79 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | 80 |
| Consolidated Schedules of Investments as of December 31, 2023 and 2022 | 81 |
| Notes to Consolidated Financial Statements | 93 |
Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| Exhibit No. | Description |
| 3.1 | Articles of Amendment and Restatement(1) |
| 3.2 | Articles of Amendment(13) |
| 3.3 | Second Amended and Restated Bylaws(13) |
| 4.1 | Description of Securities(9) |
| 4.2 | Indenture, dated July 28, 2022, by and between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee(20) |
| 4.3 | First Supplemental Indenture, dated July 28, 2022, by and between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee(20) |
| 4.4 | Form of Global Note 7.50% Note Due 2027 (included as part of Exhibit 4.4)(20) |
| 4.5 | Second Supplemental Indenture, dated December 7, 2022, by and between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee(21) |
| 4.6 | Form of Global Note 8.00% Note Due 2027 (included as part of Exhibit 4.1)(21) |
| 9.1 | Voting Proxy of OCM Growth Holdings, LLC in favor of Runway Growth Credit Fund Inc.(34) |
| 10.1 | Second Amended and Restated Investment Advisory Agreement between Runway Growth Credit Fund Inc. and Runway Growth Capital LLC, as the investment adviser(4) |
| 10.2 | Amended and Restated Administration Agreement between Runway Growth Credit Fund Inc. and Runway Administrator Services, LLC, as the administrator(12) |
| 10.3 | Stockholder Agreement between Runway Growth Credit Fund Inc. and OCM Growth Holdings, LLC(1) |
| 10.4 | Custody Agreement between Runway Growth Credit Fund Inc. and U.S. Bank National Association, as the custodian dated as of December 16, 2016(1) |
| 10.5 | First Amendment to Custody Agreement between Runway Growth Finance Corp. and U.S. Bank National Association, as the custodian, dated as of August 3, 2023(24) |
| 10.6 | Amended and Restated Dividend Reinvestment Plan,(18) |
| 10.7 | Form of Indemnification Agreement(5) |
| 10.8 | Trademark License Agreement by and between Runway Growth Capital LLC and the Runway Growth Finance Corp.(17) |
| 10.9 | Transfer Agent Agreement by and between American Stock Transfer & Trust Company, LLC and the Registrant(7) |
| 10.10 | Credit Agreement, dated as of May 31, 2019, by and among the Company, as borrower, KeyBank National Association, as administrative agent and syndication agent, CIBC Bank USA, as documentation agent, U.S. Bank National Association, as paying agent, the guarantors from time to time party thereto, and the lenders from time to time party thereto.(8) |
| 10.11 | First Amendment to Credit Agreement, dated as of November 10, 2020, among the Company, as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; and U.S. Bank National Association, as paying agent.(10) |
| 10.12 | Second Amendment to Credit Agreement, dated as of December 2, 2020, among the Company, as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A., as co-documentation agent and lender; and U.S. Bank National Association, as paying agent.(11) |
| 10.13 | Third Amendment to Credit Agreement, dated as of June 1, 2021, among the Company, as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A., as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(15) |
| 10.14 | Fourth Amendment to Credit Agreement, dated as of August 3, 2021, among Runway Growth Credit Fund Inc., as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A. as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(12) |
| 10.15 | Master Note Purchase Agreement, dated December 10, 2021, by and among Runway Growth Finance Corp. and the Purchasers signatory thereto(16) |
| 10.16 | First Supplement to Note Purchase Agreement, dated April 13, 2023, by and between Runway Growth Finance Corp. and the Purchasers party thereto(23) |
| 10.17 | Fifth Amendment to Credit Agreement, dated as of October 19, 2021, among Runway Growth Finance Corp., as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A. as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(18) |
| 10.18 | Amended and Restated Credit Agreement, dated as of April 20, 2022, among Runway Growth Finance Corp., as borrower; the financial institutions party thereto as lenders; KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent and lender; MUFG Union Bank, N.A. as co-documentation agent and lender; and U.S. Bank National Association, as paying agent(19) |
| 10.19 | Second Amendment to the Amended and Restated Credit Agreement, dated as of January 4, 2023, among Runway Growth Finance Corp., as borrower; the financial institutions parties thereto as lenders; and KeyBank National Association, as administrative agent and lender; CIBC Bank USA, as documentation agent; MUFG Union Bank, Ltd (as successor-in-interest to MUFG Union Bank, N.A.), as documentation agent; and U.S. Bank Trust Company, National Association, as paying agent(22) |
| 10.20 | Third Amendment to the Amended and Restated Credit Agreement, dated as of March 24, 2023, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, KeyBank National Association, as administrative and lender, CIBC Bank USA, as documentation, MUFG Bank, Ltd. (as successor in interest to MUFG Bank, N.A.), as co-documentation agent, and U.S. Bank Trust Company, National Association, as paying agent* |
| 10.21 | Fourth Amendment to the Amended and Restated Credit Agreement, dated as of December 4, 2023, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, KeyBank National Association, as administrative agent and lender, CIBC Bank USA, as documentation agent, MUFG Bank, Ltd. (as successor in interest to MUFG Union Bank, N.A.), as co-documentation agent, and U.S. Bank Trust Company, National Association, as paying agent(25) |
| 10.22 | Joinder Agreement and Facility Amount Increase, dated as of December 4, 2023, among Runway Growth Finance Corp., as borrower, the financial institutions party thereto as lenders, and KeyBank National Association, as administrative agent(25) |
| 11.1 | Computation of Per Share Earnings (Included in the notes to the consolidated financial statements contained in this report) |
| 14.1 | Joint Code of Ethics(14) |
| 19.1 | Insider Trading Policy and Procedures* |
| 21.1 | List of Subsidiaries: P3 Holdco LLC - Delaware |
| 23.1 | Consent of RSM US LLP* |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended* |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended* |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 97.1 | Policy Relating to Recovery of Erroneously Awarded Compensation* |
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | Cover page formatted as Inline XBRL and contained in Exhibit 101 |
- Filed herewith.
(1)
Previously filed as an exhibit to the Company’s Current Report on Form 8‑K filed with the SEC on December 19, 2016.
(2)
Previously filed as an exhibit to the Company’s Current Report on Form 8‑K filed with the SEC on June 14, 2017.i
(3)
Previously filed as an exhibit to the Company’s Annual Report on Form 10‑K filed with the SEC on March 29, 2017.
(4)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2021.
(5)
Previously filed as an exhibit to the Company’s Registration Statement on Form 10 (File No. 000‑55544) filed with the SEC on February 12, 2016.
(6)
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10‑Q filed with the SEC on November 9, 2017.
(7)
Previously filed as an exhibit to the Company’s Current Report on Form 8‑K filed with the SEC on December 28, 2018.
(8)
Previously filed as an exhibit to the Company’s Annual Report on Form 10‑K filed with the SEC on March 28, 2019.
(9)
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2020.
(10)
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2020.
(11)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2020.
(12)
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021.
(13)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2021.
(14)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2021.
(15)
Previously filed as an exhibit to the Company’s Registration Statement on Form N-2 (File No. 333-259824) filed with the SEC on September 27, 2021.
(16)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2021.
(17)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2021.
(18)
Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2022.
(19)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2022.
(20)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2022.
(21)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2022.
(22)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2023.
(23)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on April 14, 2023.
(24)
Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023.
(25)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.