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Get filing alertsRunway Growth Finance raises $50M in 7% unsecured notes due 2029 to repay credit facility
Filed May 29, 2026 · Period ending May 27, 2026 · ~1 min read
Key Changes
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Issued $50 million of 7.00% Notes maturing December 1, 2029, ranking equal to existing unsecured debt but subordinate to secured credit facility. Transaction closed May 29, 2026.
Item 1.01 verify on EDGAR → -
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Net proceeds will primarily repay outstanding borrowings under the secured Credit Facility with KeyBank, effectively refinancing from secured to unsecured debt at 7.00% fixed rate.
Item 1.01: Use of proceeds verify on EDGAR → -
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Notes can be redeemed before June 1, 2029 at make-whole premium (Treasury Rate plus 50 bps) or par, whichever is greater; at par thereafter. Provides refinancing flexibility if rates decline.
Item 1.01: Redemption verify on EDGAR → -
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Noteholders can require repurchase at par plus accrued interest if a change of control occurs before maturity, providing downside protection in acquisition scenarios.
Item 1.01: Change of control verify on EDGAR → -
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Indenture requires compliance with Investment Company Act leverage limits (Section 18/61), capping asset coverage ratios and total leverage even if no longer subject to 1940 Act.
Item 1.01: Covenants verify on EDGAR →
Summary
Runway Growth Finance, a business development company, completed a $50 million debt offering on May 29, 2026, issuing unsecured notes with a 7.00% coupon maturing in December 2029. The company is using proceeds primarily to pay down its secured credit facility with KeyBank, effectively swapping secured floating-rate debt for unsecured fixed-rate debt.
This refinancing locks in a 7% cost of capital and may provide more operational flexibility by reducing secured obligations. For retail investors, this transaction signals management's view that 7% fixed-rate unsecured debt is attractive relative to their current secured facility terms.
The notes rank below the credit facility in a liquidation but include standard protections: a change-of-control put right and make-whole call provisions that protect noteholders if the company refinances early. The indenture maintains Investment Company Act leverage constraints, limiting how much total debt the company can carry relative to assets. Watch the company's next quarterly filing to see the actual interest expense impact and remaining credit facility balance. If the secured facility had a significantly higher rate, this refinancing could improve net investment income. Conversely, if the company is simply adding leverage, monitor portfolio credit quality and coverage ratios closely.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Runway Growth Finance Corp. created a direct financial obligation or off-balance sheet arrangement as of May 27, 2026.
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
The company disclosed the creation of a direct financial obligation or an off-balance sheet arrangement. The specific details are referenced in Item 1.01 of the same 8-K filing, which was not provided in this excerpt. This typically indicates new debt, credit facilities, guarantees, or similar financial commitments that could affect the company's balance sheet or future cash flows.
Event · Item 9.01 — Financial Statements and Exhibits
Runway Growth Finance Corp. issued debt securities under a Fourth Supplemental Indenture dated May 29, 2026.
Added in current filing · verify on EDGAR →
Underwriting Agreement, dated as of May 27, 2026, by and among Runway Growth Finance Corp., Runway Growth Capital LLC and Oppenheimer & Co. Inc.
The company entered into an underwriting agreement on May 27, 2026 with Oppenheimer & Co. Inc. to issue securities. This indicates a capital raise transaction, likely debt securities given the accompanying indenture supplement.
Added in current filing · verify on EDGAR →
Fourth Supplemental Indenture, dated May 29, 2026, between Runway Growth Finance Corp. and U.S. Bank Trust Company, National Association, as trustee.
The company executed a Fourth Supplemental Indenture on May 29, 2026, supplementing the base indenture from July 2022. This formalizes the terms of a new series of debt securities being issued under the existing debt program.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 30, 2026 · How we verify