Business Context and Reporting Period
This Form 8-K is filed by Runway Growth Finance Corp. (RWAY) for the reporting period of October 31, 2024. The Company is a Maryland corporation and an emerging growth company. Its securities, including Common Stock (RWAY), 7.50% Notes due 2027 (RWAYL), and 8.00% Notes due 2027 (RWAYZ), are registered on the Nasdaq Global Select Market.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on a material corporate event rather than periodic financial performance data.
Material Changes
On October 31, 2024, Runway Growth Capital LLC ("Runway"), the Company's external investment adviser, entered into a definitive agreement with the credit arm of BC Partners Advisors L.P. ("BC Partners"). Under the terms of the transaction, an affiliate of BC Partners will acquire Runway.
Outlook, Management Commentary, and Risks
- Transaction Status: The closing is expected to occur in the fourth quarter of 2024, subject to customary closing conditions.
- Operational Continuity: Runway will continue to operate independently and serve as the external investment adviser to the Company. Current leadership and investment teams will remain in place.
- Advisory Agreement: The transaction requires stockholder approval of a new investment advisory agreement with Runway. The terms are expected to remain the same as the existing agreement.
- Legal Status: The information disclosed under Item 7.01 is "furnished" and not "filed" for purposes of Section 18 of the Exchange Act and shall not be incorporated by reference into other filings unless expressly stated.
Investor Verification Checklist
- Verify the definitive agreement terms between Runway Growth Capital LLC and BC Partners Advisors L.P.
- Confirm the timeline for the expected closing in the fourth quarter of 2024.
- Review the proposed new investment advisory agreement for stockholder approval.
- Monitor for any updates regarding the retention of current leadership and investment teams post-acquisition.