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Get filing alertsTrinity Capital issues $350M of 7.500% notes due 2032 to repay KeyBank secured debt
Filed October 5, 2026 · Period ending September 30, 2026 · ~1 min read
Key Changes
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Issued $350M of 7.500% senior unsecured notes due 2032, netting ~$342.61M after underwriting discounts and expenses.
Item 1.01 verify on EDGAR → -
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Net proceeds will repay outstanding secured indebtedness under the KeyBank credit agreement, reducing secured leverage.
Item 1.01 verify on EDGAR → -
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Notes mature January 15, 2032, pay interest semi-annually starting January 15, 2027, and are callable at par plus make-whole before December 15, 2031.
Item 1.01 verify on EDGAR → -
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Indenture requires asset coverage compliance under the Investment Company Act and continued financial reporting to noteholders.
Item 1.01 verify on EDGAR → -
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Change of control repurchase event obligates the company to offer to buy back notes at 100% of principal plus accrued interest.
Item 1.01 verify on EDGAR →
Summary
Trinity Capital Inc. entered into an underwriting agreement to issue $350 million of 7.500% senior unsecured notes due 2032. The company received approximately $342.61 million in net proceeds after underwriting discounts and estimated offering expenses.
The proceeds are earmarked to repay outstanding secured indebtedness under its credit agreement with KeyBank, National Association, which will reduce secured leverage and shift the capital structure toward unsecured debt. The notes mature on January 15, 2032, pay interest semi-annually beginning January 15, 2027, and are callable at par plus a make-whole premium before December 15, 2031, or at par thereafter.
The indenture includes covenants requiring asset coverage compliance under the Investment Company Act of 1940, subject to SEC exemptive relief, and continued financial reporting to noteholders if the company ceases Exchange Act reporting. A change of control repurchase event would require the company to offer to repurchase the notes at 100% of principal plus accrued interest. For retail holders, this refinancing replaces secured bank debt with fixed-rate unsecured notes, extending maturity to 2032 and locking in a 7.500% coupon. The transaction reduces reliance on secured credit and provides noteholders with standard protections, including asset coverage covenants and change of control repurchase rights.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
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 also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The net proceeds to the Company were approximately $342.61 million, after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds to repay outstanding secured indebtedness under its credit agreement with KeyBank, National Association.
The company received approximately $342.61 million in net proceeds after underwriting discounts and estimated offering expenses. The proceeds are earmarked to repay outstanding secured indebtedness under the KeyBank credit agreement, which would reduce secured leverage and shift the capital structure toward unsecured debt.
Added in current filing · verify on EDGAR →
The Notes will mature on January 15, 2032, and may be redeemed in whole or in part at the Company’s option at any time prior to December 15, 2031 at par value plus a “make-whole” premium calculated in accordance with terms under the Indenture and at par on December 15, 2031 or thereafter. The Notes bear interest at a rate of 7.500% per year payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2027.
The notes mature on January 15, 2032, pay 7.500% interest semi-annually starting January 15, 2027, and are callable at par plus a make-whole premium before December 15, 2031, or at par thereafter. These terms define the company's fixed-rate funding cost and refinancing flexibility over the next six years.
Added in current filing · verify on EDGAR →
upon the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the date of purchase.
If a change of control repurchase event occurs, noteholders can require the company to buy back the notes at 100% of principal plus accrued interest. This protects investors in a takeover scenario but could create a liquidity obligation for the company.
Added in current filing · verify on EDGAR →
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a) (1) (A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended.
The indenture requires Trinity Capital to maintain asset coverage under the Investment Company Act of 1940, subject to any SEC exemptive relief, and to continue providing financial information to noteholders if it ceases Exchange Act reporting. These covenants protect noteholders by preserving the company's regulatory capital structure and information flow.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 6, 2026 · How we verify