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):  June 19, 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 June 19, 2009, Tortoise Capital Resources Corporation (the “Company”) entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with U.S. Bank National Association (“U.S. Bank”), as lender, agent and lead arranger, effective as of June 20, 2009, 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, the Fourth Amendment to Credit Agreement dated as of March 28, 2008, and the Fifth Amendment to Credit Agreement dated as of March 20, 2009 (as so amended, the “Credit Agreement”, and as amended by the Sixth Amendment, the “Amended Credit Agreement”).  The Sixth Amendment extends the term of the Credit Agreement for 60 days and provides for a secured revolving credit facility of up to $11.7 million. The Amended Credit Agreement terminates on August 20, 2009.  The Amended Credit Agreement retains the 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) 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 Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth 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
Sixth Amendment to Credit Agreement dated as of June 20, 2009 by and among Tortoise Capital Resources Corporation and U.S. Bank National Association
   




 

 
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:  June 24, 2009                                                                                            By:  /s/ Terry Matlack                    
                                                   Terry Matlack
                                               Chief Financial Officer






Exhibit Index



Exhibit No.
Description
   
10.1
Sixth Amendment to Credit Agreement dated as of June 20, 2009 by and among Tortoise Capital Resources Corporation and U.S. Bank National Association