Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
__________________________________________________________
Form 10-Q
__________________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 814-00733 
__________________________________________________________
Triangle Capital Corporation
(Exact name of registrant as specified in its charter)
__________________________________________________________
Maryland
 
06-1798488
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina
 
27612
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (919) 719-4770
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A 
__________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
ý
Accelerated filer
¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
   ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
The number of shares outstanding of the registrant’s Common Stock on May 2, 2018 was 48,024,614.




TRIANGLE CAPITAL CORPORATION
TABLE OF CONTENTS
QUARTERLY REPORT ON FORM 10-Q

 
 
Page
PART I – FINANCIAL INFORMATION
Item 1.
 
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


2



PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.
TRIANGLE CAPITAL CORPORATION
Consolidated Balance Sheets
 
March 31, 2018
 
December 31, 2017
 
(Unaudited)
 
 
Assets:
 
 
 
Investments at fair value:
 
 
 
Non-Control / Non-Affiliate investments (cost of $857,171,598 and $910,150,765 as of March 31, 2018 and December 31, 2017, respectively)
$
788,115,373

 
$
831,194,397

Affiliate investments (cost of $137,525,785 and $149,099,548 as of March 31, 2018 and December 31, 2017, respectively)
136,933,857

 
147,101,949

Control investments (cost of $64,694,407 and $62,375,532 as of March 31, 2018 and December 31, 2017, respectively)
38,936,000

 
37,988,000

Total investments at fair value
963,985,230

 
1,016,284,346

Cash and cash equivalents
207,911,913

 
191,849,697

Interest, fees and other receivables
7,806,038

 
7,806,887

Prepaid expenses and other current assets
2,413,115

 
1,854,861

Deferred financing fees
4,931,031

 
5,186,672

Property and equipment, net
67,442

 
81,149

Total assets
$
1,187,114,769

 
$
1,223,063,612

Liabilities:
 
 
 
Accounts payable and accrued liabilities
$
7,286,501

 
$
9,863,209

Interest payable
1,802,490

 
3,997,480

Taxes payable
126,587

 
796,111

Deferred income taxes
1,249,627

 
1,331,528

Borrowings under credit facility
125,001,284

 
156,070,484

Notes
163,578,086

 
163,408,301

SBA-guaranteed debentures payable
246,558,492

 
246,321,125

Total liabilities
545,603,067

 
581,788,238

Commitments and contingencies (Note 8)
 
 
 
Net Assets:
 
 
 
Common stock, $0.001 par value per share (150,000,000 shares authorized, 48,024,614 and 47,740,832 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively)
48,025

 
47,741

Additional paid-in capital
823,786,656

 
823,614,881

Net investment income in excess of distributions
6,571,435

 
8,305,431

Accumulated realized losses
(92,138,783
)
 
(84,883,623
)
Net unrealized depreciation
(96,755,631
)
 
(105,809,056
)
Total net assets
641,511,702

 
641,275,374

Total liabilities and net assets
$
1,187,114,769

 
$
1,223,063,612

Net asset value per share
$
13.36

 
$
13.43


See accompanying notes.


3



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Statements of Operations
 
Three Months
Ended
 
Three Months
Ended
 
March 31,
2018
 
March 31,
2017
Investment income:
 
 
 
Interest income:
 
 
 
Non-Control / Non-Affiliate investments
$
19,006,050

 
$
20,470,837

Affiliate investments
2,660,187

 
3,372,135

Control investments
275,036

 
269,536

Total interest income
21,941,273

 
24,112,508

Dividend income:
 
 
 
Non-Control / Non-Affiliate investments
185,712

 
281,229

Affiliate investments
4,550

 

Total dividend income
190,262

 
281,229

Fee and other income:
 
 
 
Non-Control / Non-Affiliate investments
1,293,717

 
1,917,238

Affiliate investments
394,273

 
300,264

Control investments
100,000

 
100,000

Total fee and other income
1,787,990

 
2,317,502

Payment-in-kind interest income:
 
 
 
Non-Control / Non-Affiliate investments
1,306,581

 
2,639,382

Affiliate investments
422,140

 
738,466

Total payment-in-kind interest income
1,728,721

 
3,377,848

Interest income from cash and cash equivalents
427,841

 
101,683

Total investment income
26,076,087

 
30,190,770

Operating expenses:
 
 
 
Interest and other financing fees
7,590,548

 
6,910,303

Compensation expenses
4,092,852

 
4,250,413

General and administrative expenses
1,668,509

 
1,210,621

Total operating expenses
13,351,909

 
12,371,337

Net investment income
12,724,178

 
17,819,433

Realized and unrealized gains (losses) on investments and foreign currency borrowings:
 
 
 
Net realized gains (losses):
 
 
 
Non-Control / Non-Affiliate investments
(11,939,484
)
 
(12,360,335
)
Affiliate investments
3,257,198

 
3,532,816

Control investments
4,000

 
(4,491,440
)
Net realized losses on investments
(8,678,286
)
 
(13,318,959
)
Foreign currency borrowings
1,423,126

 

Net realized losses
(7,255,160
)
 
(13,318,959
)
Net unrealized appreciation (depreciation):
 
 
 
Non-Control / Non-Affiliate investments
9,932,384

 
5,416,936

Affiliate investments
1,455,331

 
(4,242,818
)
Control investments
(1,370,875
)
 
1,697,440

Net unrealized appreciation on investments
10,016,840

 
2,871,558

Foreign currency borrowings
(963,415
)
 
(178,792
)
Net unrealized appreciation
9,053,425

 
2,692,766

Net realized and unrealized gains (losses) on investments and foreign currency borrowings
1,798,265

 
(10,626,193
)
Provision for taxes
(50,790
)
 

Net increase in net assets resulting from operations
$
14,471,653

 
$
7,193,240

Net investment income per share—basic and diluted
$
0.27

 
$
0.42

Net increase in net assets resulting from operations per share—basic and diluted
$
0.30

 
$
0.17

Dividends/distributions per share:
 
 
 
Regular quarterly dividends/distributions
$
0.30

 
$
0.45

Total dividends/distributions per share
$
0.30

 
$
0.45

Weighted average shares outstanding—basic and diluted
47,898,859

 
42,743,469

See accompanying notes.

4



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Statements of Changes in Net Assets
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Investment
Income
in Excess of
Distributions
 
Net Accumulated
Realized
Losses on Investments
 
Net
Unrealized
Depreciation
 
Total
Net
Assets
 
Number
of Shares
 
Par
Value
 
 
 
 
 
Balance, December 31, 2016
40,401,292

 
$
40,401

 
$
686,835,054

 
$
5,884,512

 
$
(24,211,594
)
 
$
(57,392,115
)
 
$
611,156,258

Net investment income

 

 

 
17,819,433

 

 

 
17,819,433

Stock-based compensation

 

 
1,453,904

 

 

 

 
1,453,904

Net realized gain (loss) on investments

 

 

 

 
(13,318,959
)
 
12,342,077

 
(976,882
)
Net unrealized depreciation on investments / foreign currency

 

 

 

 

 
(9,649,311
)
 
(9,649,311
)
Dividends / distributions
40,559

 
40

 
749,913

 
(21,438,377
)
 

 

 
(20,688,424
)
Public offering of common stock
7,000,000

 
7,000

 
132,198,931

 

 

 

 
132,205,931

Issuance of restricted stock
347,000

 
347

 
(347
)
 

 

 

 

Common stock withheld for payroll taxes upon vesting of restricted stock
(107,454
)
 
(107
)
 
(2,113,513
)
 

 

 

 
(2,113,620
)
Balance, March 31, 2017
47,681,397

 
$
47,681

 
$
819,123,942

 
$
2,265,568

 
$
(37,530,553
)
 
$
(54,699,349
)
 
$
729,207,289

 
 
Common Stock
 
Additional
Paid-In
Capital
 
Investment
Income
in Excess of
Distributions
 
Net Accumulated
Realized
Losses on Investments
 
Net
Unrealized
Depreciation
 
Total
Net
Assets
 
Number
of Shares
 
Par
Value
 
 
 
 
 
Balance, December 31, 2017
47,740,832

 
$
47,741

 
$
823,614,881

 
$
8,305,431

 
$
(84,883,623
)
 
$
(105,809,056
)
 
$
641,275,374

Net investment income

 

 

 
12,724,178

 

 

 
12,724,178

Stock-based compensation

 

 
1,455,543

 

 

 

 
1,455,543

Net realized gain (loss) on investments / foreign currency

 

 

 

 
(7,255,160
)
 
11,567,045

 
4,311,885

Net unrealized depreciation on investments / foreign currency

 

 

 

 

 
(2,513,620
)
 
(2,513,620
)
Provision for taxes

 

 

 
(50,790
)
 

 

 
(50,790
)
Dividends / distributions

 

 

 
(14,407,384
)
 

 

 
(14,407,384
)
Issuance of restricted stock
409,000

 
409

 
(409
)
 

 

 

 

Common stock withheld for payroll taxes upon vesting of restricted stock
(125,218
)
 
(125
)
 
(1,283,359
)
 

 

 

 
(1,283,484
)
Balance, March 31, 2018
48,024,614

 
$
48,025

 
$
823,786,656

 
$
6,571,435

 
$
(92,138,783
)
 
$
(96,755,631
)
 
$
641,511,702


See accompanying notes.


5



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Statements of Cash Flows 
 
Three Months Ended
 
Three Months Ended
 
March 31, 2018
 
March 31, 2017
Cash flows from operating activities:
 
 
 
Net increase in net assets resulting from operations
$
14,471,653

 
$
7,193,240

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
 
 
 
Purchases of portfolio investments
(28,285,073
)
 
(161,518,093
)
Repayments received/sales of portfolio investments
81,440,184

 
53,770,711

Loan origination and other fees received
205,499

 
2,638,485

Net realized loss on investments
8,678,286

 
13,318,959

Net realized gain on foreign currency borrowings
(1,423,126
)
 

Net unrealized appreciation on investments
(9,934,939
)
 
(1,388,362
)
Net unrealized depreciation on foreign currency borrowings
963,415

 
178,792

Deferred income taxes
(81,901
)
 
(1,483,196
)
Payment-in-kind interest accrued, net of payments received
1,425,537

 
(690,432
)
Amortization of deferred financing fees
662,793

 
587,438

Accretion of loan origination and other fees
(1,224,392
)
 
(1,349,409
)
Accretion of loan discounts
(5,986
)
 
(83,480
)
Depreciation expense
13,707

 
17,790

Stock-based compensation
1,455,543

 
1,453,904

Changes in operating assets and liabilities:
 
 
 
Interest, fees and other receivables
849

 
4,695,274

Prepaid expenses and other current assets
(558,254
)
 
(188,608
)
Accounts payable and accrued liabilities
(2,576,708
)
 
(3,495,262
)
Interest payable
(2,194,990
)
 
(2,437,827
)
Taxes payable
(669,524
)
 
(489,691
)
Net cash provided by (used in) operating activities
62,362,573

 
(89,269,767
)
Cash flows from investing activities:
 
 
 
Purchases of property and equipment

 
(18,507
)
Net cash used in investing activities

 
(18,507
)
Cash flows from financing activities:
 
 
 
Borrowings under credit facility

 
50,000,000

Repayments of credit facility
(30,609,489
)
 
(86,100,000
)
Financing fees paid

 
(500,000
)
Net proceeds related to public offering of common stock

 
132,205,931

Common stock withheld for payroll taxes upon vesting of restricted stock
(1,283,484
)
 
(2,113,620
)
Cash dividends/distributions paid
(14,407,384
)
 
(20,688,424
)
Net cash provided by (used in) financing activities
(46,300,357
)
 
72,803,887

Net increase (decrease) in cash and cash equivalents
16,062,216

 
(16,484,387
)
Cash and cash equivalents, beginning of period
191,849,697

 
107,087,663

Cash and cash equivalents, end of period
$
207,911,913

 
$
90,603,276

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
8,748,005

 
$
8,541,314

Summary of non-cash financing transactions:
 
 
 
Dividends/distributions paid through DRIP share issuances
$

 
$
749,953


See accompanying notes.


6



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments
March 31, 2018
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Non–Control / Non–Affiliate Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aden & Anais Holdings, Inc. (0%)*
 
Baby Products
 
Common Stock (20,000 shares)
 
 
 
$
2,000,000

 
$
793,000

 
 
 
 
 
 
2,000,000

 
793,000

 
 
 
 
 
 
 
 
 
 
 
AKKR-MVSC Member, LLC (F/K/A Motor Vehicle Software Corporation) (0%)*
 
Provider of EVR Services
 
Class A Units (1,000,000 units)
 
 
 
1,092,964

 
1,380,000

 
 
 
 
 
 
1,092,964

 
1,380,000

 
 
 
 
 
 
 
 
 
 
 
AM General, LLC (5%)*
 
Defense Manufacturing
 
Senior Note (LIBOR + 7.25%, 8.9% Cash,
Due 12/21)(8)
 
$
8,750,000

 
8,631,968

 
8,746,000

 
 
Second Lien Term Note (LIBOR +11.75%, 13.6% Cash, Due 06/22)(8)
 
20,000,000

 
19,502,500

 
20,800,000

 
 
 
 
28,750,000

 
28,134,468

 
29,546,000

 
 
 
 
 
 
 
 
 
 
 
Avantor, Inc. (0%)*
 
Life Sciences and Advanced Technologies
 
Subordinated Note (9.0% Cash, Due 10/25)
 
500,000

 
500,000

 
500,000

 
 
 
 
500,000

 
500,000

 
500,000

 
 
 
 
 
 
 
 
 
 
 
AVL Holdings, Inc. (0%)*
 
Manufacturer and Distributor for Independent Artists and Authors
 
Common Stock (138 shares)
 
 
 
1,300,000

 
2,871,000

 
 
 
 
 
 
1,300,000

 
2,871,000

 
 
 
 
 
 
 
 
 
 
 
Baker Hill Acquisition, LLC (2%)*
 
Loan Origination Software Solutions Provider
 
Second Lien Term Notes (LIBOR + 11.0%, 12.7% Cash, Due 03/21)(8)
 
13,500,000

 
13,376,617

 
10,669,000

 
 
Delayed Draw Term Note (LIBOR + 11.0%, 12.7% Cash, Due 03/21)(8)
 
2,000,000

 
1,983,316

 
1,983,316

 
 
Limited Partnership Interest
 
 
 
1,498,500

 
106,000

 
 
 
 
15,500,000

 
16,858,433

 
12,758,316

 
 
 
 
 
 
 
 
 
 
 
Cafe Enterprises, Inc. (0%)*
 
Restaurant
 
Second Lien Term Note (Prime + 5.75%, 10.5% Cash, Due 03/19)(6)(8)
 
2,051,934

 
1,936,671

 

 
 
Subordinated Note (7% Cash, 7% PIK, Due 09/19)(6)
 
15,728,114

 
13,745,570

 

 
 
Series C Preferred Stock (10,000 shares)
 
 
 
1,000,000

 

 
 
 
 
17,780,048

 
16,682,241

 

 
 
 
 
 
 
 
 
 
 
 
Captek Softgel International, Inc.
(5%)*
 
Nutraceuticals Manufacturer
 
Subordinated Note (10% Cash, 1.5% PIK, Due 01/23)
 
30,928,648

 
30,660,616

 
30,660,616

Common Stock (38,023 shares)
 
 
 
3,957,697

 
3,984,000

 
 
 
30,928,648

 
34,618,313

 
34,644,616

 
 
 
 
 
 
 
 
 
 
 
Carolina Beverage Group, LLC (0%)*
 
Beverage Manufacturing and Packaging
 
Class B Units (11,974 units)
 
 
 
119,735

 
1,735,000

 
 
 
 
 
119,735

 
1,735,000

 
 
 
 
 
 
 
 
 
 
 
Centerfield Media Holding Company (0%)*
 
Digital Marketing
 
Common Shares (500 shares)
 
 
 
500,000

 
999,000

 
 
 
 
 
 
500,000

 
999,000

 
 
 
 
 
 
 
 
 
 
 
CIBT Global, Inc. (2%)*
 
Provider of Mobility Services
 
Second Lien Term Note (LIBOR + 7.75%, 10.1% Cash, Due 06/25)(8)
 
10,000,000

 
9,906,716

 
9,972,000

 
 
 
 
10,000,000

 
9,906,716

 
9,972,000

 
 
 
 
 
 
 
 
 
 
 
CIS Acquisition, LLC (0%)*
 
Secure Communications and Computing Solutions Provider
 
Units (1.09 units)
 
 
 
277,538

 
317,000

 
 
 
 
 
 
277,538

 
317,000

 
 
 
 
 
 
 
 
 
 
 
Community Intervention Services, Inc. (0%)*
 
Provider of Behavioral Health Services
 
Subordinated Note (7% Cash, 6% PIK, Due 01/21) (6)
 
21,650,530

 
17,732,558

 

 
 
 
 
21,650,530

 
17,732,558

 

 
 
 
 
 
 
 
 
 
 
 
Constellis Holdings, LLC (1%)*
 
Provider of Security and Risk Management Services
 
Second Lien Term Note (LIBOR + 9.0%, 11.3% Cash, Due 04/25)(8)
 
5,000,000

 
4,931,468

 
4,970,000

 
 
 
 
5,000,000

 
4,931,468

 
4,970,000

 
 
 
 
 
 
 
 
 
 
 
CPower Ultimate HoldCo, LLC (0%)*
 
Demand Response Business
 
Units (345,542 units)
 
 
 
345,542

 
2,221,000

 
 
 
 
 
 
345,542

 
2,221,000

 
 
 
 
 
 
 
 
 
 
 
CWS Holding Company, LLC (0%)*
 
Manufacturer of Custom Windows and Sliding Doors
 
Class A Units (1,500,000 units)
 
 
 
1,500,000

 
1,218,000

 
 
 
 
 
1,500,000

 
1,218,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

7



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2018
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
 
 
 
 
 
 
 
 
 
 
 
Data Source Holdings, LLC (0%)*
 
Print Supply Chain Management Services
 
Common Units (47,503 units)
 
 
 
$
1,000,000

 
$
720,000

 
 
 
 
 
1,000,000

 
720,000

 
 
 
 
 
 
 
 
 
 
 
Del Real, LLC (3%)*
 
Hispanic Refrigerated Foods Company
 
Subordinated Note (11% Cash, Due 04/23)
 
$
14,000,000

 
13,768,309

 
13,768,309

 
 
Class A Units (3,000,000 units)
 
 
 
3,000,000

 
3,382,000

 
 
 
 
14,000,000

 
16,768,309

 
17,150,309

 
 
 
 
 
 
 
 
 
 
 
Deva Holdings, Inc. (5%)*
 
Hair Products
 
Senior Note (LIBOR + 6.25%, 7.9% Cash, Due 10/23)(8)
 
32,418,750

 
31,765,980

 
31,765,980

 
 
 
 
32,418,750

 
31,765,980

 
31,765,980

 
 
 
 
 
 
 
 
 
 
 
Dimora Brands, Inc. (3%)*
 
Hardware Designer and Distributor
 
Second Lien Term Note (LIBOR + 8.5%, 10.4% Cash, Due 08/25)(8)
 
20,000,000

 
19,617,005

 
19,940,000

 
 
 
 
20,000,000

 
19,617,005

 
19,940,000

 
 
 
 
 
 
 
 
 
 
 
DLC Acquisition, LLC (6%)*
 
Staffing Firm
 
Senior Notes (LIBOR + 8.0%, 10% Cash, Due 12/20)(8)
 
21,434,375

 
21,293,747

 
21,293,747

 
Senior Note (10% Cash, 2% PIK, Due 12/20)
 
17,362,058

 
17,220,697

 
17,220,697

 
 
 
38,796,433

 
38,514,444

 
38,514,444

 
 
 
 
 
 
 
 
 
 
 
Dyno Acquiror, Inc. (1%)*
 
Sewing Products and Seasonal Decorative Products Supplier
 
Subordinated Note (10.5% Cash, 1.5% PIK, Due 08/20)
 
4,681,037

 
4,669,651

 
4,669,651

 
Series A Units (600,000 units)
 
 
 
600,000

 
461,000

 
 
 
4,681,037

 
5,269,651

 
5,130,651

 
 
 
 
 
 
 
 
 
 
 
Eckler's Holdings, Inc. (0%)*
 
Restoration Parts and Accessories for Classic Cars and Trucks
 
Subordinated Note (17.5% Cash, Due 06/19)(6)
 
15,014,802

 
13,242,814

 
200,000

 
Common Stock (18,029 shares)
 
 
 
183,562

 

 
Series A Preferred Stock (1,596 shares)
 
 
 
1,596,126

 

 
Series B Preferred Stock (702 shares)
 
 
 
435,127

 

 
 
 
15,014,802

 
15,457,629

 
200,000

 
 
 
 
 
 
 
 
 
 
 
Frozen Specialties, Inc. (2%)*
 
Frozen Foods Manufacturer
 
Subordinated Note (10% Cash, 4% PIK, Due 07/18)
 
14,380,842

 
14,380,842

 
13,733,000

 
 
14,380,842

 
14,380,842

 
13,733,000

 
 
 
 
 
 
 
 
 
 
 
GST AutoLeather, Inc. (0%)*
 
Supplier of Automotive Interior Leather
 
Subordinated Note (0% Cash, Due 01/21)(6)
 
24,166,324

 
23,073,507

 
200,000

 
 
 
 
24,166,324

 
23,073,507

 
200,000

 
 
 
 
 
 
 
 
 
 
 
Halo Branded Solutions, Inc. (3%)*
 
Promotional Product Supply Chain Services
 
Subordinated Notes (11% Cash, 1% PIK, Due 10/22)
 
13,800,946

 
13,587,077

 
13,587,077

 
 
Class A1 Units (2,600 units)
 
 
 
2,600,000

 
6,180,000

 
 
 
 
13,800,946

 
16,187,077

 
19,767,077

 
 
 
 
 
 
 
 
 
 
 
HemaSource, Inc. (2%)*
 
Medical Products Distributor
 
Subordinated Note (9.5% Cash, 1.5% PIK, Due 01/24)
 
10,107,044

 
9,924,395

 
9,924,395

 
 
Class A Units (1,000,000 units)
 
 
 
1,000,000

 
1,118,000

 
 
 
 
10,107,044

 
10,924,395

 
11,042,395

 
 
 
 
 
 
 
 
 
 
 
HKW Capital Partners IV, L.P.
(0%)*(4)
 
Multi-Sector Holdings
 
0.6% Limited Partnership Interest
 
 
 
851,605

 
1,464,000

 
 
 
 
 
 
851,605

 
1,464,000

 
 
 
 
 
 
 
 
 
 
 
HTC Borrower, LLC (4%)*
 
Hunting and Outdoor Products
 
Subordinated Notes (10% Cash, 3% PIK, Due 09/20)
 
24,631,218

 
24,435,457

 
23,434,000

 
 
 
 
24,631,218

 
24,435,457

 
23,434,000

 
 
 
 
 
 
 
 
 
 
 
ICP Industrial, Inc. (4%)*
 
Coatings Formulator and Manufacturer
 
Second Lien Term Notes (LIBOR + 8.25%, 9.9% Cash, Due 05/24)(8)
 
25,000,000

 
24,411,011

 
24,411,011

 
 
Class A Units (1,289 units)
 
 
 
1,751,483

 
1,783,000

 
 
 
 
25,000,000

 
26,162,494

 
26,194,011

 
 
 
 
 
 
 
 
 
 
 
IDERA, Inc. (2%)*
 
Software Provider
 
Second Lien Term Note (LIBOR + 9.0%, 10.9% Cash, Due 06/25)(8)
 
10,000,000

 
9,859,581

 
10,020,000

 
 
 
 
10,000,000

 
9,859,581

 
10,020,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2018
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Inland Pipe Rehabilitation Holding Company LLC (0%)*
 
Cleaning and Repair Services
 
Membership Interest Purchase Warrant (3%)
 
 
 
$
853,500

 
$
1,120,000

 
 
 
 
853,500

 
1,120,000

 
 
 
 
 
 
 
 
 
 
 
Integrated Efficiency Solutions, Inc. (3%)*
 
Energy Services Contracting Firm
 
Senior Secured Term Note (LIBOR + 9.25%, 10.9% Cash, Due 06/22)(8)
 
$
18,037,500

 
17,752,509

 
17,752,509

Series B Preferred Units (238,095 units)
 
 
 
300,000

 
239,000

 
 
18,037,500

 
18,052,509

 
17,991,509

 
 
 
 
 
 
 
 
 
 
 
Keystone Peer Review Organization, Inc. (0%)*
 
Healthcare - Managed Care
 
Second Lien Term Note (LIBOR + 9.25%, 11.6% Cash, Due 05/25)(8)
 
3,000,000

 
2,945,124

 
2,969,000

 
 
 
 
3,000,000

 
2,945,124

 
2,969,000

 
 
 
 
 
 
 
 
 
 
 
KidKraft, Inc. (4%)*
 
Children's Toy Manufacturer and Distributor
 
Second Lien Term Note (11% Cash, 1% PIK, Due 03/22)
 
28,015,253

 
27,582,780

 
27,582,780

 
 
 
 
28,015,253

 
27,582,780

 
27,582,780

 
 
 
 
 
 
 
 
 
 
 
K-Square Restaurant Partners, LP (0%)*
 
Restaurant
 
Class A Units of Limited Partnership (2,000 units)
 
 
 
638,260

 
779,000

 
 
 
 
 
 
638,260

 
779,000

 
 
 
 
 
 
 
 
 
 
 
Lakeview Health Holdings, Inc. (3%)*
 
Substance Abuse Treatment Service Provider
 
Senior Note (LIBOR + 7.0%, 9.5% Cash, Due 12/21)(8)
 
18,379,973

 
18,223,024

 
17,370,000

 
 
Common Stock (2,000 shares)
 
 
 
2,000,000

 
585,000

 
 
 
 
18,379,973

 
20,223,024

 
17,955,000

 
 
 
 
 
 
 
 
 
 
 
Media Storm, LLC (0%)*
 
Marketing Services
 
Subordinated Note (10% Cash, Due 08/19)(6)
 
6,545,455

 
6,541,519

 
1,617,000

Membership Units (1,216,204 units)
 
 
 
1,176,957

 

 
 
6,545,455

 
7,718,476

 
1,617,000

 
 
 
 
 
 
 
 
 
 
 
MIC Holding LLC (1%)*
 
Firearm Accessories Manufacturer and Distributor
 
Preferred Units (1,470 units)
 
 
 
1,470,000

 
3,566,000

 
 
Common Units (30,000 units)
 
 
 
30,000

 
5,088,000

 
 
 
 
 
 
1,500,000

 
8,654,000

 
 
 
 
 
 
 
 
 
 
 
Micross Solutions LLC (2%)*
 
Provider of Semiconductor Products and Services
 
Senior Note (LIBOR + 5.75%, 7.8% Cash,
Due 08/23)(8)
 
14,925,000

 
14,758,054

 
14,758,054

Class A-2 Common Units (1,979,524 units)
 
 
 
2,019,693

 
1,334,000

 
 
14,925,000

 
16,777,747

 
16,092,054

 
 
 
 
 
 
 
 
 
 
 
Nautic Partners VII, LP (0%)*(4)
 
Multi-Sector Holdings
 
0.4% Limited Partnership Interest
 
 
 
809,056

 
765,000

 
 
 
 
 
 
809,056

 
765,000

 
 
 
 
 
 
 
 
 
 
 
Navicure, Inc. (1%)*
 
Healthcare Revenue Cycle Management Software
 
Second Lien Term Note (LIBOR + 7.5%, 9.4% Cash, Due 11/25)(8)
 
6,000,000

 
5,942,685

 
6,047,000

 
 
 
 
6,000,000

 
5,942,685

 
6,047,000

 
 
 
 
 
 
 
 
 
 
 
OEConnection, LLC (0%)*
 
Automotive Parts Supply Chain Software
 
Second Lien Term Note (LIBOR + 8.0%, 10.5% Cash, Due 11/25)(8)
 
3,000,000

 
2,970,642

 
3,022,000

 
 
 
 
3,000,000

 
2,970,642

 
3,022,000

 
 
 
 
 
 
 
 
 
 
 
Orchid Underwriters Agency, LLC (1%)*
 
Insurance Underwriter
 
Subordinated Note (10% Cash, 1.5% PIK, Due 03/23)
 
2,143,233

 
2,105,117

 
2,105,117

Subordinated Note (13.5% PIK, Due 03/24)
 
839,877

 
825,789

 
825,789

Class A Preferred Units (15,000 units)
 
 
 
338,158

 
988,000

Class A Common Units (15,000 units)
 
 
 

 
1,337,000

 
 
2,983,110

 
3,269,064

 
5,255,906

 
 
 
 
 
 
 
 
 
 
 
ProAmpac PG Borrower LLC (2%)*
 
Manufacturer of Flexible Packaging Products
 
Second Lien Term Note (LIBOR + 8.5%, 10.4% Cash, Due 11/24)(8)
 
15,000,000

 
14,800,030

 
15,150,000

 
 
 
 
15,000,000

 
14,800,030

 
15,150,000

 
 
 
 
 
 
 
 
 
 
 
Q International Courier, LLC (2%)*
 
Third-Party Logistics Provider
 
Second Lien Term Note (LIBOR + 8.25%, 10.1% Cash, Due 09/25)(8)
 
14,000,000

 
13,732,023

 
13,732,023

 
 
 
 
14,000,000

 
13,732,023

 
13,732,023

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

9



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2018
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
REP WWEX Acquisition Parent, LLC (2%)*
 
Third-Party Logistics Provider
 
Second Lien Term Note (LIBOR + 8.75%, 10.7% Cash, Due 02/25)(8)
 
$
15,000,000

 
$
14,799,795

 
$
15,068,000

 
 
 
 
15,000,000

 
14,799,795

 
15,068,000

 
 
 
 
 
 
 
 
 
 
 
RMP Group, Inc. (2%)*
 
Healthcare Revenue Cycle Management Services
 
Subordinated Note (10.5% Cash, 1% PIK, Due 09/22)
 
10,108,677

 
9,937,103

 
9,937,103

 
 
Units (1,000 units)
 
 
 
1,000,000

 
802,000

 
 
 
 
10,108,677

 
10,937,103

 
10,739,103

 
 
 
 
 
 
 
 
 
 
 
RockYou, Inc. (0%)*
 
Mobile Game Advertising Network
 
Common Stock (67,585 shares)
 
 
 
111,000

 
111,000

 
 
 
 
 
 
111,000

 
111,000

 
 
 
 
 
 
 
 
 
 
 
Rotolo Consultants, Inc. (3%)*
 
Landscape Services
 
Subordinated Note (11% Cash, 3% PIK, Due 08/21)
 
7,690,320

 
7,594,155

 
7,594,155

 
 
Series A Preferred Units (39 units)
 
 
 
3,654,253

 
8,464,000

 
 
 
 
7,690,320

 
11,248,408

 
16,058,155

 
 
 
 
 
 
 
 
 
 
 
SCA Pharmaceuticals, LLC (2%)*
 
Provider of Pharmaceutical Products
 
Subordinated Note (LIBOR + 9.0%, 11.0% Cash, Due 12/20)(8)
 
10,000,000

 
9,844,578

 
9,844,578

 
 
 
 
10,000,000

 
9,844,578

 
9,844,578

 
 
 
 
 
 
 
 
 
 
 
Schweiger Dermatology Group, LLC (6%)*
 
Provider of Dermatology Services
 
Senior Notes (LIBOR + 8.5%, 10.5% Cash,
Due 06/22)(8)
 
34,800,000

 
34,325,281

 
34,325,281

 
 
Class A-5 Units (1,976,284 units)
 
 
 
1,000,000

 
1,567,000

 
 
 
 
34,800,000

 
35,325,281

 
35,892,281

 
 
 
 
 
 
 
 
 
 
 
SCUF Gaming, Inc. (4%)*
 
Gaming Controller Manufacturer
 
Senior Notes (LIBOR + 8.5%, 10.2% Cash,
Due 12/21)(8)
 
24,757,920

 
24,361,718

 
24,361,718

 
 
Revolver Loan (LIBOR + 8.5%, 10.2% Cash,
Due 06/18)(8)
 
1,500,000

 
1,493,806

 
1,493,806

 
 
Common Stock (27,112 shares)
 
 
 
742,000

 
260,000

 
 
 
 
26,257,920

 
26,597,524

 
26,115,524

 
 
 
 
 
 
 
 
 
 
 
Smile Brands, Inc. (4%)*
 
Dental Service Organization
 
Subordinated Notes (10% Cash, 2% PIK, Due 02/23)
 
22,911,761

 
22,546,954

 
22,546,954

 
 
Class A Units (3,000 units)
 
 
 
3,000,000

 
3,353,000

 
 
 
 
22,911,761

 
25,546,954

 
25,899,954

 
 
 
 
 
 
 
 
 
 
 
SPC Partners V, LP (0%)*(4)
 
Multi-Sector Holdings
 
0.7% Limited Partnership Interest
 
 
 
2,260,450

 
2,412,000

 
 
 
 
 
 
2,260,450

 
2,412,000

 
 
 
 
 
 
 
 
 
 
 
SPC Partners VI, LP (0%)*(4)
 
Multi-Sector Holdings
 
0.6% Limited Partnership Interest
 
 
 
475,450

 
475,450

 
 
 
 
 
 
475,450

 
475,450

 
 
 
 
 
 
 
 
 
 
 
St. Croix Hospice Acquisition Corp. (1%)*
 
Hospice Services Provider
 
Second Lien Term Note (LIBOR + 8.75%, 10.6% Cash, Due 03/24)(8)
 
9,200,000

 
9,069,764

 
9,069,764

 
 
Series A Preferred Units (500 units)
 
 
 
500,000

 
264,000

 
 
Class B Common Units (500 units)
 
 
 

 

 
 
 
 
9,200,000

 
9,569,764

 
9,333,764

 
 
 
 
 
 
 
 
 
 
 
Tate's Bake Shop (2%)*
 
Producer of Baked Goods
 
Senior Note (LIBOR + 6.25%, 8.6% Cash, Due 08/19)(8)
 
9,950,000

 
9,929,852

 
9,929,852

 
 
Limited Partnership Interest
 
 
 
534,280

 
1,827,000

 
 
 
 
9,950,000

 
10,464,132

 
11,756,852

 
 
 
 
 
 
 
 
 
 
 
Tax Advisors Group, LLC (2%)*
 
Tax Advisory Services
 
Subordinated Note (10% Cash, 2% PIK, Due 12/22)
 
12,400,000

 
12,178,426

 
12,178,426

 
 
Class A Units (386 units)
 
 
 
1,458,824

 
2,354,000

 
 
 
 
12,400,000

 
13,637,250

 
14,532,426

 
 
 
 
 
 
 
 
 
 
 
TCFI Merlin LLC ("Merlin") and TCFI CSG LLC ("CSG") (2%)*
 
Specialty Staffing Service Provider
 
Subordinated Notes (11.9% Cash, Due 11/22)(8)
 
14,184,192

 
13,999,058

 
13,999,058

 
 
Limited Partnership Units - Merlin (500,500 units)
 
 
 
285,485

 
1,606,000

 
 
Class A Units - CSG (100,000 units)
 
 
 
100,000

 
264,000

 
 
 
 
14,184,192

 
14,384,543

 
15,869,058

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

10



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2018
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
The Cook & Boardman Group, LLC (1%)*
 
Distributor of Doors and Related Products
 
Class A Units (1,400,000 units)
 
 
 
$
1,400,000

 
$
3,435,000

 
 
 
 
 
 
1,400,000

 
3,435,000

 
 
 
 
 
 
 
 
 
 
 
Trademark Global LLC (4%)*
 
Supplier to Mass Market Internet Retail
 
Senior Note (LIBOR + 5.5%, 7.4% Cash, Due 10/22)(8)
 
$
9,974,897

 
9,879,619

 
9,879,619

 
 
Subordinated Note (10% Cash, 1.3% PIK, Due 04/23)
 
14,800,000

 
14,617,380

 
14,617,380

 
 
Class A Units (1,500,000 units)
 
 
 
1,500,000

 
1,500,000

 
 
Class B Units (1,500,000 units)
 
 
 

 
800,000

 
 
 
 
24,774,897

 
25,996,999

 
26,796,999

 
 
 
 
 
 
 
 
 
 
 
Travelpro Products, Inc. ("Travelpro") and TP - Holiday Group Limited ("TP") (3%)*
 
Luggage and Travel Bag Supplier
 
Second Lien Term Note - Travelpro (11% Cash, 2% PIK, Due 11/22)
 
10,384,620

 
10,212,850

 
10,212,850

 
 
Second Lien Term Note - TP (11% Cash, 2% PIK, Due 11/22)(4)
 
9,199,637

 
9,045,042

 
9,184,943

 
 
Common Units - Travelpro (2,000,000 units)
 
 
 
2,000,000

 
2,337,000

 
 
 
 
19,584,257

 
21,257,892

 
21,734,793

 
 
 
 
 
 
 
 
 
 
 
United Biologics, LLC (0%)*
 
Allergy Immunotherapy
 
Class A-1 Common Units (18,818 units)
 
 
 
137,324

 
137,325

 
Class A Common Units (177,935 units)
 
 
 
1,999,989

 
1,207,000

 
Class A-2 Common Kicker Units (444,003 units)
 
 
 

 

 
Class A-1 Common Kicker Units (14,114 units)
 
 
 

 

 
Class A, Class A-1, Class A-1 Kicker & Class B Unit Purchase Warrants
 
 
 
838,117

 
263,000

 
 
 
 


 
2,975,430

 
1,607,325

 
 
 
 
 
 
 
 
 
 
 
Vantage Mobility International, LLC (4%)*
 
Wheelchair Accessible Vehicle Manufacturer
 
Subordinated Notes (11.0% Cash, Due 09/21)(8)
 
30,708,796

 
30,243,806

 
27,946,000

 
 
Class A Units (1,750,000 units)
 
 
 
1,750,000

 
314,000

 
 
 
 
30,708,796

 
31,993,806

 
28,260,000

 
 
 
 
 
 
 
 
 
 
 
Vinvention Capital Partners TE LP (F/K/A Nomacorc, LLC) (0%)*
 
Synthetic Wine Cork Producer
 
Limited Partnership Interest
 
 
 
2,366,613

 
1,210,000

 
 
 
 


 
2,366,613

 
1,210,000

 
 
 
 
 
 
 
 
 
 
 
Wheel Pros Holdings, Inc. (3%)*
 
Wheel/Rim and Performance Tire Distributor
 
Subordinated Note (LIBOR + 7.0%, 11% Cash, Due 06/20)(8)
 
16,435,000

 
16,236,565

 
16,435,000

 
 
Class A Units (2,000 units)
 
 
 
1,954,144

 
3,700,040

 
 
 
 
16,435,000

 
18,190,709

 
20,135,040

 
 
 
 
 
 
 
 
 
 
 
WMI Holding, LLC ("WMI Holding") and WMI Parent, Inc. ("WMI Parent") (0%)*
 
Full-Service Media Organization
 
Class A Common Units - WMI Holding (16,300 units)
 
 
 
1,630,000

 

 
 
Common Stock - WMI Parent (10 shares)
 
 
 
1

 

 
 
 
 

 
1,630,001

 

 
 
 
 
 
 
 
 
 
 
 
WSO Holdings, LP (0%)*
 
Organic/Fair Trade Sugar, Syrup, Nectar and Honey Producer
 
Common Points (3,121 points)
 
 
 
3,089,581

 
2,420,000

 
 
 
 
 
3,089,581

 
2,420,000

 
 
 
 
 
 
 
YummyEarth Inc. (4%)*
 
Organic Candy Manufacturer
 
Senior Notes (LIBOR + 8.5%, 10.5% Cash,
Due 08/20)(8)
 
31,250,000

 
30,988,963

 
26,475,000

 
 
Limited Partnership Interest
 
 
 
3,496,500

 

 
 
 
 
31,250,000

 
34,485,463

 
26,475,000

 
 
 
 
 
 
 
Subtotal Non–Control / Non–Affiliate Investments
 
802,248,733

 
857,171,598

 
788,115,373

 
 
 
 
 
 
 
 
 
 
 
Affiliate Investments:
 
 
 
 
 
 
 
 
 
 
Consolidated Lumber Holdings, LLC (1%)*
 
Lumber Yard Operator
 
Class A Units (15,000 units)
 
 
 
1,500,000

 
4,309,000

 
 
 
 
 
 
1,500,000

 
4,309,000

 
 
 
 
 
 
 
 
 
 
 
FCL Holding SPV, LLC (0%)*
 
Commercial Printing Services
 
Class A Interest (24,873 units)
 
 
 
292,000

 
621,000

 
 
Class B Interest (48,427 units)
 
 
 

 

 
 
Class C Interest (3,746 units)
 
 
 

 

 
 
 
 
 
 
292,000

 
621,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

11



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2018
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Mac Land Holdings, Inc. (0%)*
 
Environmental and Facilities Services
 
Common Stock (139 shares)
 
 
 
$
369,000

 
$

 
 
 
 
 
 
369,000

 

 
 
 
 
 
 
 
 
 
 
 
NB Products, Inc. (9%)*
 
Distributor of Work Apparel and Accessories
 
Subordinated Note (12% Cash, 2% PIK, Due 02/20)
 
$
23,688,753

 
23,450,580

 
23,450,580

 
Jr. Subordinated Note (10% PIK, Due 02/20)
 
5,324,216

 
5,252,464

 
5,252,464

 
Jr. Subordinated Bridge Note (20% PIK, Due 05/21)
 
2,555,864

 
2,536,155

 
2,536,155

 
Series A Redeemable Senior Preferred Stock (7,839 shares)
 
 
 
7,621,648

 
10,646,000

 
Common Stock (1,668,691 shares)
 
 
 
333,738

 
18,115,000

 
 
 
31,568,833

 
39,194,585

 
60,000,199

 
 
 
 
 
 
 
 
 
 
 
Passport Food Group, LLC (3%)*
 
Manufacturer of Ethnic Food Products
 
Senior Notes (LIBOR + 9.0%, 10.7% Cash,
 Due 03/22)(8)
 
20,000,000

 
19,665,022

 
17,017,000

 
 
Common Stock (20,000 shares)
 
 
 
2,000,000

 
33,000

 
 
 
 
20,000,000

 
21,665,022

 
17,050,000

 
 
 
 
 
 
 
 
 
 
 
PCX Aerostructures, LLC (4%)*
 
Aerospace Components Manufacturer
 
Subordinated Note (6% Cash, Due 8/21)
 
32,411,713

 
32,033,986

 
24,120,000

 
 
Series A Preferred Stock (6,066 shares)
 
 
 
6,065,621

 

 
Series B Preferred Stock (1,411 shares)
 
 
 
1,410,514

 

 
Class A Common Stock (121,922 shares)
 
 
 
30,480

 

 
 
 
 
32,411,713

 
39,540,601

 
24,120,000

 
 
 
 
 
 
 
 
 
 
 
Team Waste, LLC (2%)*
 
Environmental and Facilities Services
 
Preferred Units (500,000 units)
 
 
 
10,000,000

 
10,000,000

 
 
 
 


 
10,000,000

 
10,000,000

 
 
 
 
 
 
 
 
 
 
 
Technology Crops, LLC (1%)*
 
Supply Chain Management Services
 
Senior Notes (12% Cash, Due 08/19)
 
11,294,102

 
11,294,102

 
7,502,000

Common Units (50 units)
 
 
 
500,000

 

 
 
 
11,294,102

 
11,794,102

 
7,502,000

 
 
 
 
 
 
 
 
 
 
 
TGaS Advisors, LLC (2%)*
 
Advisory Solutions to Pharmaceutical Companies
 
Senior Note (10% Cash, 1% PIK, Due 11/19)
 
9,484,477

 
9,408,658

 
9,408,658

 
Preferred Units (1,685,357 units)
 
 
 
1,556,069

 
1,727,000

 
 
 
9,484,477

 
10,964,727

 
11,135,658

 
 
 
 
 
 
 
 
 
 
 
Tulcan Fund IV, L.P. (0%)*
 
Custom Forging and Fastener Supplies
 
Common Units (1,000,000 units)
 
 
 
1,000,000

 

 
 
 
 
 
 
1,000,000

 

 
 
 
 
 
 
 
 
 
 
 
United Retirement Plan Consultants, Inc. (0%)*
 
Retirement Plan Administrator
 
Series A Preferred Shares (9,400 shares)
 
 
 
205,748

 
319,000

 
 
Common Shares (100,000 shares)
 
 
 
1,000,000

 
513,000

 
 
 
 
 
 
1,205,748

 
832,000

 
 
 
 
 
 
 
 
 
 
 
Wythe Will Tzetzo, LLC (0%)*
 
Confectionery Goods Distributor
 
Series A Preferred Units (99,829 units)
 
 
 

 
1,364,000

 
 
 
 
 
 

 
1,364,000

 
 
 
 
 
 
 
 
 
 
 
Subtotal Affiliate Investments
 
 
 
104,759,125

 
137,525,785

 
136,933,857

 
 
 
 
 
 
 
 
 
 
 
Control Investments:
 
 
 
 
 
 
 
 
 
 
CRS-SPV, Inc. (3%)*
 
Fluid
Reprocessing
Services
 
Common Stock (1,100 shares)
 
 
 
18,428,000

 
20,283,000

 
 
 
 
 
 
18,428,000

 
20,283,000

 
 
 
 
 
 
 
 
 
 
 
Frank Entertainment Group, LLC
(1%)*
 
Movie Theatre and Family Entertainment Operator
 
Senior Note (6% Cash, Due 06/19)(6)
 
11,330,235

 
10,577,639

 
6,318,000

 
 
Second Lien Term Note (2.5% Cash, Due 09/19)(6)
 
2,921,797

 
2,859,570

 

 
 
Redeemable Preferred Units (2,800,000 units)
 
 
 
2,800,000

 

 
 
Class B Redeemable Preferred Units (2,800,000 units)
 
 
 
2,800,000

 

 
 
Class A Common Units (606,552 units)
 
 
 
1,000,000

 

 
 
 
 
14,252,032

 
20,037,209

 
6,318,000

 
 
 
 
 
 
 
 
 
 
 
FrontStream Holdings, LLC (1%)*
 
Payment and Donation Management Product Service Provider
 
Subordinated Note (LIBOR + 6.0%, 7.7% Cash, Due 12/20)(6)(8)
 
17,440,312

 
16,523,389

 
8,585,000

 
 
Common Stock (1,000 shares)
 
 
 
500,000

 

 
 
 
 
17,440,312

 
17,023,389

 
8,585,000

 
 
 
 
 
 
 
 
 
 
 

12



TRIANGLE CAPITAL CORPORATION
Unaudited Consolidated Schedule of Investments — (Continued)
March 31, 2018
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Frontstreet Facility Solutions, Inc. (1%)*
 
Retail, Restaurant and Commercial Facilities Maintenance
 
Subordinated Note (13% Cash, Due 03/21)
 
$
8,462,629

 
$
8,454,811

 
$
3,750,000

 
 
Series A Convertible Preferred Stock (60,000 shares)
 
 
 
250,575

 

 
 
Series B Convertible Preferred Stock (20,000 shares)
 
 
 
500,144

 

 
 
Common Stock (27,890 shares)
 
 
 
279

 

 
 
 
 
8,462,629

 
9,205,809

 
3,750,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal Control Investments
 
 
 
40,154,973

 
64,694,407

 
38,936,000

 
 
 
 
 
 
 
 
 
Total Investments, March 31, 2018 (150%)*
 
 
 
$
947,162,831

 
$
1,059,391,790

 
$
963,985,230


*    Fair value as a percentage of net assets
(1)
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted. The fair values of all investments were determined using significant unobservable inputs.
(2)
Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates.
(3)
All investments are restricted as to resale and were valued at fair value as determined in good faith by the Board of Directors.
(4)
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 1.5% of total investments at fair value as of March 31, 2018. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(5)
PIK non-accrual investment
(6)
Non-accrual investment
(7)
All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's senior secured credit facility or in support of the SBA-guaranteed debentures issued by Triangle Mezzanine Fund LLLP and Triangle Mezzanine Fund II LP.
(8)
Index-based floating interest rate is subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.


See accompanying notes.

13



TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments
December 31, 2017
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Non–Control / Non–Affiliate Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Access Medical Acquisition, Inc. (3%)*
 
Operator of Primary Care Clinics
 
Subordinated Notes (10% Cash, 2% PIK, Due 01/22)
 
$
13,819,514

 
$
13,630,067

 
$
13,630,067

 
 
Class A Units (1,500,000 units)
 
 
 
901,026

 
3,610,000

 
 
 
 
13,819,514

 
14,531,093

 
17,240,067

 
 
 
 
 
 
 
 
 
 
 
Aden & Anais Holdings, Inc. (0%)*
 
Baby Products
 
Common Stock (20,000 shares)
 
 
 
2,000,000

 
601,000

 
 
 
 
 
 
2,000,000

 
601,000

 
 
 
 
 
 
 
 
 
 
 
AKKR-MVSC Member, LLC (F/K/A Motor Vehicle Software Corporation) (0%)*
 
Provider of EVR Services
 
Class A Units (1,000,000 units)
 
 
 
1,092,964

 
1,413,000

 
 
 
 
 
 
1,092,964

 
1,413,000

 
 
 
 
 
 
 
 
 
 
 
AM General, LLC (4%)*
 
Defense Manufacturing
 
Senior Note (LIBOR + 7.25%, 8.6% Cash,
Due 12/21)(8)
 
9,000,000

 
8,875,311

 
8,886,000

 
 
Second Lien Term Note (LIBOR +11.75%, 13.1% Cash, Due 06/22)(8)
 
20,000,000

 
19,480,694

 
19,593,000

 
 
 
 
29,000,000

 
28,356,005

 
28,479,000

 
 
 
 
 
 
 
 
 
 
 
Avantor, Inc. (0%)*
 
Life Sciences and Advanced Technologies
 
Subordinated Note (9.0% Cash, Due 10/25)
 
500,000

 
500,000

 
500,000

 
 
 
 
500,000

 
500,000

 
500,000

 
 
 
 
 
 
 
 
 
 
 
AVL Holdings, Inc. (0%)*
 
Manufacturer and Distributor for Independent Artists and Authors
 
Common Stock (138 shares)
 
 
 
1,300,000

 
2,824,000

 
 
 
 
 
 
1,300,000

 
2,824,000

 
 
 
 
 
 
 
 
 
 
 
Baker Hill Acquisition, LLC (2%)*
 
Loan Origination Software Solutions Provider
 
Second Lien Term Notes (LIBOR + 11.0%, 12.3% Cash, Due 03/21)(8)
 
13,500,000

 
13,367,659

 
11,130,000

 
 
Delayed Draw Term Note (LIBOR + 11.0%, 12.3% Cash, Due 03/21)(8)
 
2,000,000

 
1,982,177

 
1,982,177

 
 
Limited Partnership Interest
 
 
 
1,498,500

 
105,000

 
 
 
 
15,500,000

 
16,848,336

 
13,217,177

 
 
 
 
 
 
 
 
 
 
 
Cafe Enterprises, Inc. (0%)*
 
Restaurant
 
Second Lien Term Note (Prime + 5.75%, 10.3% Cash, Due 03/19)(6)(8)
 
2,019,425

 
1,956,096

 

 
 
Subordinated Note (7% Cash, 7% PIK, Due 09/19)(6)
 
15,190,538

 
13,745,570

 

 
 
Series C Preferred Stock (10,000 shares)
 
 
 
1,000,000

 

 
 
 
 
17,209,963

 
16,701,666

 

 
 
 
 
 
 
 
 
 
 
 
Captek Softgel International, Inc.
(5%)*
 
Nutraceuticals Manufacturer
 
Subordinated Note (10% Cash, 1.5% PIK, Due 01/23)
 
30,813,099

 
30,534,147

 
30,534,147

Common Stock (38,023 shares)
 
 
 
3,957,697

 
4,137,000

 
 
 
30,813,099

 
34,491,844

 
34,671,147

 
 
 
 
 
 
 
 
 
 
 
Carolina Beverage Group, LLC (0%)*
 
Beverage Manufacturing and Packaging
 
Class B Units (11,974 units)
 
 
 
119,735

 
1,873,000

 
 
 
 
 
119,735

 
1,873,000

 
 
 
 
 
 
 
 
 
 
 
Centerfield Media Holding Company (0%)*
 
Digital Marketing
 
Common Shares (500 shares)
 
 
 
500,000

 
1,129,000

 
 
 
 
 
 
500,000

 
1,129,000

 
 
 
 
 
 
 
 
 
 
 
CIBT Global, Inc. (2%)*
 
Provider of Mobility Services
 
Second Lien Term Note (LIBOR + 7.75%, 9.1% Cash, Due 06/25)(8)
 
10,000,000

 
9,904,429

 
9,815,000

 
 
 
 
10,000,000

 
9,904,429

 
9,815,000

 
 
 
 
 
 
 
 
 
 
 
CIS Acquisition, LLC (0%)*
 
Secure Communications and Computing Solutions Provider
 
Units (1.09 units)
 
 
 
277,538

 
277,538

 
 
 
 
 
 
277,538

 
277,538

 
 
 
 
 
 
 
 
 
 
 
Community Intervention Services, Inc. (0%)*
 
Provider of Behavioral Health Services
 
Subordinated Note (7% Cash, 6% PIK, Due 01/21) (6)
 
20,969,036

 
17,732,558

 

 
 
 
 
20,969,036

 
17,732,558

 

 
 
 
 
 
 
 
 
 
 
 
Constellis Holdings, LLC (1%)*
 
Provider of Security and Risk Management Services
 
Second Lien Term Note (LIBOR + 9.0%, 10.3% Cash, Due 04/25)(8)
 
5,000,000

 
4,929,791

 
4,894,000

 
 
 
 
5,000,000

 
4,929,791

 
4,894,000

 
 
 
 
 
 
 
 
 
 
 
CPower Ultimate HoldCo, LLC (0%)*
 
Demand Response Business
 
Units (345,542 units)
 
 
 
345,542

 
1,988,000

 
 
 
 
 
 
345,542

 
1,988,000

 
 
 
 
 
 
 
 
 
 
 

14



TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments — (Continued)
December 31, 2017
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
CWS Holding Company, LLC (0%)*
 
Manufacturer of Custom Windows and Sliding Doors
 
Class A Units (1,500,000 units)
 
 
 
$
1,500,000

 
$
1,546,000

 
 
 
 
 
1,500,000

 
1,546,000

 
 
 
 
 
 
 
 
 
 
 
Data Source Holdings, LLC (0%)*
 
Print Supply Chain Management Services
 
Common Units (47,503 units)
 
 
 
1,000,000

 
813,000

 
 
 
 
 
1,000,000

 
813,000

 
 
 
 
 
 
 
 
 
 
 
Del Real, LLC (3%)*
 
Hispanic Refrigerated Foods Company
 
Subordinated Note (11% Cash, Due 04/23)
 
$
14,000,000

 
13,759,702

 
13,759,702

 
 
Class A Units (3,000,000 units)
 
 
 
3,000,000

 
3,368,000

 
 
 
 
14,000,000

 
16,759,702

 
17,127,702

 
 
 
 
 
 
 
 
 
 
 
Deva Holdings, Inc. (5%)*
 
Hair Products
 
Senior Note (LIBOR + 6.75%, 8.1% Cash, Due 10/23)(8)
 
32,500,000

 
31,823,379

 
31,823,379

 
 
 
 
32,500,000

 
31,823,379

 
31,823,379

 
 
 
 
 
 
 
 
 
 
 
Dimora Brands, Inc. (3%)*
 
Hardware Designer and Distributor
 
Second Lien Term Note (LIBOR + 8.5%, 9.9% Cash, Due 08/25)(8)
 
20,000,000

 
19,608,400

 
19,615,000

 
 
 
 
20,000,000

 
19,608,400

 
19,615,000

 
 
 
 
 
 
 
 
 
 
 
DLC Acquisition, LLC (6%)*
 
Staffing Firm
 
Senior Notes (LIBOR + 8.0%, 10% Cash, Due 12/20)(8)
 
21,706,250

 
21,539,521

 
21,539,521

 
Senior Note (10% Cash, 2% PIK, Due 12/20)
 
17,275,680

 
17,123,271

 
17,123,271

 
 
 
38,981,930

 
38,662,792

 
38,662,792

 
 
 
 
 
 
 
 
 
 
 
Dyno Acquiror, Inc. (1%)*
 
Sewing Products and Seasonal Decorative Products Supplier
 
Subordinated Note (10.5% Cash, 1.5% PIK, Due 08/20)
 
4,663,527

 
4,646,697

 
4,646,697

 
Series A Units (600,000 units)
 
 
 
600,000

 
504,000

 
 
 
4,663,527

 
5,246,697

 
5,150,697

 
 
 
 
 
 
 
 
 
 
 
Eckler's Holdings, Inc. (0%)*
 
Restoration Parts and Accessories for Classic Cars and Trucks
 
Subordinated Note (17.5% Cash, Due 06/19)(6)
 
14,385,439

 
13,242,814

 

 
Common Stock (18,029 shares)
 
 
 
183,562

 

 
Series A Preferred Stock (1,596 shares)
 
 
 
1,596,126

 

 
Series B Preferred Stock (702 shares)
 
 
 
435,127

 

 
 
 
14,385,439

 
15,457,629

 

 
 
 
 
 
 
 
 
 
 
 
Frozen Specialties, Inc. (2%)*
 
Frozen Foods Manufacturer
 
Subordinated Note (10% Cash, 4% PIK, Due 05/18)
 
14,238,457

 
14,238,457

 
14,238,457

 
 
14,238,457

 
14,238,457

 
14,238,457

 
 
 
 
 
 
 
 
 
 
 
GST AutoLeather, Inc. (0%)*
 
Supplier of Automotive Interior Leather
 
Subordinated Note (0% Cash, Due 01/21)(6)
 
24,166,324

 
23,073,507

 
200,000

 
 
 
 
24,166,324

 
23,073,507

 
200,000

 
 
 
 
 
 
 
 
 
 
 
Halo Branded Solutions, Inc. (3%)*
 
Promotional Product Supply Chain Services
 
Subordinated Notes (11% Cash, 1% PIK, Due 10/22)
 
13,766,530

 
13,543,628

 
13,543,628

 
 
Class A1 Units (2,600 units)
 
 
 
2,600,000

 
5,857,000

 
 
 
 
13,766,530

 
16,143,628

 
19,400,628

 
 
 
 
 
 
 
 
 
 
 
HemaSource, Inc. (2%)*
 
Medical Products Distributor
 
Subordinated Note (9.5% Cash, 1.5% PIK, Due 01/24)
 
10,069,284

 
9,880,715

 
9,880,715

 
 
Class A Units (1,000,000 units)
 
 
 
1,000,000

 
1,023,000

 
 
 
 
10,069,284

 
10,880,715

 
10,903,715

 
 
 
 
 
 
 
 
 
 
 
HKW Capital Partners IV, L.P.
(0%)*(4)
 
Multi-Sector Holdings
 
0.6% Limited Partnership Interest
 
 
 
894,476

 
1,671,000

 
 
 
 
 
 
894,476

 
1,671,000

 
 
 
 
 
 
 
 
 
 
 
HTC Borrower, LLC (4%)*
 
Hunting and Outdoor Products
 
Subordinated Notes (10% Cash, 3% PIK, Due 09/20)
 
26,935,658

 
26,722,850

 
25,759,000

 
 
 
 
26,935,658

 
26,722,850

 
25,759,000

 
 
 
 
 
 
 
 
 
 
 
ICP Industrial, Inc. (3%)*
 
Coatings Formulator and Manufacturer
 
Second Lien Term Notes (LIBOR + 8.25%, 9.6% Cash, Due 05/24)(8)
 
20,000,000

 
19,392,800

 
19,392,800

 
 
Class A Units (1,289 units)
 
 
 
1,751,483

 
1,650,000

 
 
 
 
20,000,000

 
21,144,283

 
21,042,800

 
 
 
 
 
 
 
 
 
 
 
IDERA, Inc. (2%)*
 
Software Provider
 
Second Lien Term Note (LIBOR + 9.0%, 10.4% Cash, Due 06/25)(8)
 
10,000,000

 
9,856,308

 
9,866,000

 
 
 
 
10,000,000

 
9,856,308

 
9,866,000

 
 
 
 
 
 
 
 
 
 
 
Inland Pipe Rehabilitation Holding Company LLC (0%)*
 
Cleaning and Repair Services
 
Membership Interest Purchase Warrant (3%)
 
 
 
853,500

 
1,101,000

 
 
 
 
853,500

 
1,101,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

15



TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments — (Continued)
December 31, 2017
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Integrated Efficiency Solutions, Inc. (3%)*
 
Energy Services Contracting Firm
 
Senior Secured Term Note (LIBOR + 9.25%, 10.6% Cash, Due 06/22)(8)
 
$
18,268,750

 
$
17,970,511

 
$
17,970,511

Series B Preferred Units (238,095 units)
 
 
 
300,000

 
243,000

 
 
18,268,750

 
18,270,511

 
18,213,511

 
 
 
 
 
 
 
 
 
 
 
Keystone Peer Review Organization, Inc. (0%)*
 
Healthcare - Managed Care
 
Second Lien Term Note (LIBOR + 9.25%, 10.6% Cash, Due 05/25)(8)
 
3,000,000

 
2,943,794

 
2,922,000

 
 
 
 
3,000,000

 
2,943,794

 
2,922,000

 
 
 
 
 
 
 
 
 
 
 
KidKraft, Inc. (4%)*
 
Children's Toy Manufacturer and Distributor
 
Second Lien Term Note (11% Cash, 1% PIK, Due 03/22)
 
27,945,580

 
27,491,811

 
27,491,811

 
 
 
 
27,945,580

 
27,491,811

 
27,491,811

 
 
 
 
 
 
 
 
 
 
 
K-Square Restaurant Partners, LP (0%)*
 
Restaurant
 
Class A Units of Limited Partnership (2,000 units)
 
 
 
638,260

 
1,588,000

 
 
 
 
 
 
638,260

 
1,588,000

 
 
 
 
 
 
 
 
 
 
 
Lakeview Health Holdings, Inc. (3%)*
 
Substance Abuse Treatment Service Provider
 
Senior Note (LIBOR + 7.0%, 8.5% Cash, Due 12/21)(8)
 
18,426,505

 
18,260,612

 
17,916,000

 
 
Common Stock (2,000 shares)
 
 
 
2,000,000

 
853,000

 
 
 
 
18,426,505

 
20,260,612

 
18,769,000

 
 
 
 
 
 
 
 
 
 
 
Media Storm, LLC (0%)*
 
Marketing Services
 
Subordinated Note (10% Cash, Due 08/19)(6)
 
6,876,818

 
6,541,519

 
1,617,000

Membership Units (1,216,204 units)
 
 
 
1,176,957

 

 
 
6,876,818

 
7,718,476

 
1,617,000

 
 
 
 
 
 
 
 
 
 
 
MIC Holding LLC (1%)*
 
Firearm Accessories Manufacturer and Distributor
 
Preferred Units (1,470 units)
 
 
 
1,470,000

 
3,449,000

 
 
Common Units (30,000 units)
 
 
 
30,000

 
4,918,000

 
 
 
 
 
 
1,500,000

 
8,367,000

 
 
 
 
 
 
 
 
 
 
 
Micross Solutions LLC (3%)*
 
Provider of Semiconductor Products and Services
 
Senior Note (LIBOR + 5.5%, 6.8% Cash,
Due 08/23)(8)
 
14,962,500

 
14,788,973

 
14,788,973

Class A-2 Common Units (1,979,524 units)
 
 
 
2,019,693

 
1,571,000

 
 
14,962,500

 
16,808,666

 
16,359,973

 
 
 
 
 
 
 
 
 
 
 
Nautic Partners VII, LP (0%)*(4)
 
Multi-Sector Holdings
 
0.4% Limited Partnership Interest
 
 
 
907,332

 
1,175,000

 
 
 
 
 
 
907,332

 
1,175,000

 
 
 
 
 
 
 
 
 
 
 
Navicure, Inc. (1%)*
 
Healthcare Revenue Cycle Management Software
 
Second Lien Term Note (LIBOR + 7.5%, 8.9% Cash, Due 11/25)(8)
 
6,000,000

 
5,941,328

 
5,941,328

 
 
 
 
6,000,000

 
5,941,328

 
5,941,328

 
 
 
 
 
 
 
 
 
 
 
Nomacorc, LLC (4%)*
 
Synthetic Wine Cork Producer
 
Subordinated Note (10% Cash, 2.3% PIK, Due 07/21)
 
21,356,210

 
21,109,445

 
21,109,445

 
 
Limited Partnership Interest
 
 
 
2,161,185

 
1,438,000

 
 
 
 
21,356,210

 
23,270,630

 
22,547,445

 
 
 
 
 
 
 
 
 
 
 
OEConnection, LLC (0%)*
 
Automotive Parts Supply Chain Software
 
Second Lien Term Note (LIBOR + 8.0%, 9.3% Cash, Due 11/25)(8)
 
3,000,000

 
2,970,000

 
2,970,000

 
 
 
 
3,000,000

 
2,970,000

 
2,970,000

 
 
 
 
 
 
 
 
 
 
 
Orchid Underwriters Agency, LLC (1%)*
 
Insurance Underwriter
 
Subordinated Note (10% Cash, 1.5% PIK, Due 03/23)
 
2,135,226

 
2,095,654

 
2,095,654

Subordinated Note (13.5% PIK, Due 03/24)
 
812,457

 
797,991

 
797,991

Class A Preferred Units (15,000 units)
 
 
 
338,158

 
957,000

Class A Common Units (15,000 units)
 
 
 

 
1,132,000

 
 
2,947,683

 
3,231,803

 
4,982,645

 
 
 
 
 
 
 
 
 
 
 
ProAmpac PG Borrower LLC (2%)*
 
Manufacturer of Flexible Packaging Products
 
Second Lien Term Note (LIBOR + 8.5%, 9.9% Cash, Due 11/24)(8)
 
15,000,000

 
14,794,786

 
14,988,000

 
 
 
 
15,000,000

 
14,794,786

 
14,988,000

 
 
 
 
 
 
 
 
 
 
 
Q International Courier, LLC (2%)*
 
Third-Party Logistics Provider
 
Second Lien Term Note (LIBOR + 8.25%, 9.7% Cash, Due 09/25)(8)
 
14,000,000

 
13,725,941

 
13,725,941

 
 
 
 
14,000,000

 
13,725,941

 
13,725,941

 
 
 
 
 
 
 
 
 
 
 
REP WWEX Acquisition Parent, LLC (2%)*
 
Third-Party Logistics Provider
 
Second Lien Term Note (LIBOR + 8.75%, 10.2% Cash, Due 02/25)(8)
 
15,000,000

 
14,794,594

 
14,861,000

 
 
 
 
15,000,000

 
14,794,594

 
14,861,000

 
 
 
 
 
 
 
 
 
 
 

16



TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments — (Continued)
December 31, 2017
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
RMP Group, Inc. (2%)*
 
Healthcare Revenue Cycle Management Services
 
Subordinated Note (10.5% Cash, 1% PIK, Due 09/22)
 
$
10,083,813

 
$
9,904,854

 
$
9,904,854

 
 
Units (1,000 units)
 
 
 
1,000,000

 
723,000

 
 
 
 
10,083,813

 
10,904,854

 
10,627,854

 
 
 
 
 
 
 
 
 
 
 
RockYou, Inc. (0%)*
 
Mobile Game Advertising Network
 
Common Stock (67,585 shares)
 
 
 
111,000

 
111,000

 
 
 
 
 
 
111,000

 
111,000

 
 
 
 
 
 
 
 
 
 
 
Rotolo Consultants, Inc. (3%)*
 
Landscape Services
 
Subordinated Note (11% Cash, 3% PIK, Due 08/21)
 
7,632,930

 
7,531,194

 
7,531,194

 
 
Series A Preferred Units (39 units)
 
 
 
3,654,253

 
8,504,000

 
 
 
 
7,632,930

 
11,185,447

 
16,035,194

 
 
 
 
 
 
 
 
 
 
 
SCA Pharmaceuticals, LLC (2%)*
 
Provider of Pharmaceutical Products
 
Subordinated Note (LIBOR + 9.0%, 10.5% Cash, Due 12/20)(8)
 
10,000,000

 
9,832,455

 
9,832,455

 
 
 
 
10,000,000

 
9,832,455

 
9,832,455

 
 
 
 
 
 
 
 
 
 
 
Schweiger Dermatology Group, LLC (4%)*
 
Provider of Dermatology Services
 
Senior Notes (LIBOR + 8.5%, 10.0% Cash,
Due 06/22)(8)
 
25,500,000

 
25,113,677

 
25,113,677

 
 
Class A-5 Units (1,976,284 units)
 
 
 
1,000,000

 
1,000,000

 
 
 
 
25,500,000

 
26,113,677

 
26,113,677

 
 
 
 
 
 
 
 
 
 
 
SCUF Gaming, Inc. (4%)*
 
Gaming Controller Manufacturer
 
Senior Notes (LIBOR + 8.5%, 9.9% Cash,
Due 12/21)(8)
 
24,757,920

 
24,339,939

 
24,339,939

 
 
Revolver Loan (LIBOR + 8.5%, 9.9% Cash,
Due 06/18)(8)
 
1,500,000

 
1,487,760

 
1,487,760

 
 
Common Stock (27,112 shares)
 
 
 
742,000

 
378,000

 
 
 
 
26,257,920

 
26,569,699

 
26,205,699

 
 
 
 
 
 
 
 
 
 
 
Smile Brands, Inc. (4%)*
 
Dental Service Organization
 
Subordinated Notes (10% Cash, 2% PIK, Due 02/23)
 
22,796,512

 
22,417,773

 
22,417,773

 
 
Class A Units (3,000 units)
 
 
 
3,000,000

 
3,353,000

 
 
 
 
22,796,512

 
25,417,773

 
25,770,773

 
 
 
 
 
 
 
 
 
 
 
SPC Partners V, LP (0%)*(4)
 
Multi-Sector Holdings
 
0.7% Limited Partnership Interest
 
 
 
2,260,450

 
2,412,000

 
 
 
 
 
 
2,260,450

 
2,412,000

 
 
 
 
 
 
 
 
 
 
 
SPC Partners VI, LP (0%)*(4)
 
Multi-Sector Holdings
 
0.6% Limited Partnership Interest
 
 
 
207,828

 
207,828

 
 
 
 
 
 
207,828

 
207,828

 
 
 
 
 
 
 
 
 
 
 
Specialized Desanders, Inc. (2%)*(4)
 
Sand and Particulate Removal Equipment Provider for Oil and Gas Companies
 
Subordinated Note (11% Cash, 2% PIK, Due 10/20)
 
10,117,769

 
8,692,122

 
7,451,070

Class C Partnership Units (2,000,000 units)
 
 
 
1,937,421

 
3,993,000

 
 
 
10,117,769

 
10,629,543

 
11,444,070

 
 
 
 
 
 
 
 
 
 
 
St. Croix Hospice Acquisition Corp. (1%)*
 
Hospice Services Provider
 
Second Lien Term Note (LIBOR + 8.75%, 10.1% Cash, Due 03/24)(8)
 
9,200,000

 
9,065,834

 
9,065,834

 
 
Series A Preferred Units (500 units)
 
 
 
500,000

 
359,000

 
 
Class B Common Units (500 units)
 
 
 

 

 
 
 
 
9,200,000

 
9,565,834

 
9,424,834

 
 
 
 
 
 
 
 
 
 
 
Tate's Bake Shop (2%)*
 
Producer of Baked Goods
 
Senior Note (LIBOR + 6.25%, 7.6% Cash, Due 08/19)(8)
 
9,975,000

 
9,951,709

 
9,951,709

 
 
Limited Partnership Interest
 
 
 
534,280

 
1,845,000

 
 
 
 
9,975,000

 
10,485,989

 
11,796,709

 
 
 
 
 
 
 
 
 
 
 
Tax Advisors Group, LLC (2%)*
 
Tax Advisory Services
 
Subordinated Note (10% Cash, 2% PIK, Due 12/22)
 
12,400,000

 
12,169,399

 
12,169,399

 
 
Class A Units (386 units)
 
 
 
1,458,824

 
2,295,000

 
 
 
 
12,400,000

 
13,628,223

 
14,464,399

 
 
 
 
 
 
 
 
 
 
 
TCFI Merlin LLC ("Merlin") and TCFI CSG LLC ("CSG") (2%)*
 
Specialty Staffing Service Provider
 
Subordinated Notes (11.6% Cash, Due 09/19)(8)
 
14,184,192

 
13,970,730

 
13,970,730

 
 
Limited Partnership Units - Merlin (500,500 units)
 
 
 
285,485

 
1,595,000

 
 
Class A Units - CSG (100,000 units)
 
 
 
100,000

 
230,000

 
 
 
 
14,184,192

 
14,356,215

 
15,795,730

 
 
 
 
 
 
 
 
 
 
 
The Cook & Boardman Group, LLC (1%)*
 
Distributor of Doors and Related Products
 
Class A Units (1,400,000 units)
 
 
 
1,400,000

 
3,490,000

 
 
 
 
 
 
1,400,000

 
3,490,000

 
 
 
 
 
 
 
 
 
 
 

17



TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments — (Continued)
December 31, 2017
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Trademark Global LLC (3%)*
 
Supplier to Mass Market Internet Retail
 
Subordinated Note (10% Cash, 1.3% PIK, Due 04/23)
 
$
14,800,000

 
$
14,610,405

 
$
14,610,405

 
 
Class A Units (1,500,000 units)
 
 
 
1,500,000

 
1,500,000

 
 
Class B Units (1,500,000 units)
 
 
 

 
894,000

 
 
 
 
14,800,000

 
16,110,405

 
17,004,405

 
 
 
 
 
 
 
 
 
 
 
Travelpro Products, Inc. ("Travelpro") and TP - Holiday Group Limited ("TP") (3%)*
 
Luggage and Travel Bag Supplier
 
Second Lien Term Note - Travelpro (11% Cash, 2% PIK, Due 11/22)
 
10,332,955

 
10,153,881

 
10,153,881

 
 
Second Lien Term Note - TP (11% Cash, 2% PIK, Due 11/22)(4)
 
9,152,950

 
8,991,783

 
9,403,477

 
 
Common Units - Travelpro (2,000,000 units)
 
 
 
2,000,000

 
2,270,000

 
 
 
 
19,485,905

 
21,145,664

 
21,827,358

 
 
 
 
 
 
 
 
 
 
 
United Biologics, LLC (2%)*
 
Allergy Immunotherapy
 
Senior Note (12% Cash, 2% PIK, Due 04/18)
 
13,022,543

 
13,022,542

 
13,022,542

 
Class A-1 Common Units (18,818 units)
 
 
 
137,324

 
137,325

 
Class A Common Units (177,935 units)
 
 
 
1,999,989

 
1,351,000

 
Class A-2 Common Kicker Units (444,003 units)
 
 
 

 

 
Class A-1 Common Kicker Units (14,114 units)
 
 
 

 

 
Class A, Class A-1, Class A-1 Kicker & Class B Unit Purchase Warrants
 
 
 
838,117

 
288,000

 
 
 
 
13,022,543

 
15,997,972

 
14,798,867

 
 
 
 
 
 
 
 
 
 
 
Vantage Mobility International, LLC (5%)*
 
Wheelchair Accessible Vehicle Manufacturer
 
Subordinated Notes (10.6% Cash, Due 09/21)(8)
 
30,708,796

 
30,216,432

 
30,216,432

 
 
Class A Units (1,750,000 units)
 
 
 
1,750,000

 
719,000

 
 
 
 
30,708,796

 
31,966,432

 
30,935,432

 
 
 
 
 
 
 
 
 
 
 
Wheel Pros Holdings, Inc. (3%)*
 
Wheel/Rim and Performance Tire Distributor
 
Subordinated Note (LIBOR + 7.0%, 11% Cash, Due 06/20)(8)
 
16,435,000

 
16,217,360

 
16,217,360

 
 
Class A Units (2,000 units)
 
 
 
1,954,144

 
3,508,000

 
 
 
 
16,435,000

 
18,171,504

 
19,725,360

 
 
 
 
 
 
 
 
 
 
 
Women's Marketing, Inc. (0%)*
 
Full-Service Media Organization
 
Subordinated Note (11% Cash, 1.5% PIK, Due 06/21)(6)
 
19,136,331

 
16,141,439

 

 
 
Class A Common Units (16,300 units)
 
 
 
1,630,000

 

 
 
 
 
19,136,331

 
17,771,439

 

 
 
 
 
 
 
 
 
 
 
 
WSO Holdings, LP (0%)*
 
Organic/Fair Trade Sugar, Syrup, Nectar and Honey Producer
 
Common Points (3,121 points)
 
 
 
3,089,581

 
2,612,000

 
 
 
 
 
3,089,581

 
2,612,000

 
 
 
 
 
 
 
YummyEarth Inc. (4%)*
 
Organic Candy Manufacturer
 
Senior Notes (LIBOR + 8.5%, 10.0% Cash,
Due 08/20)(8)
 
31,250,000

 
30,965,913

 
26,196,000

 
 
Limited Partnership Interest
 
 
 
3,496,500

 

 
 
 
 
31,250,000

 
34,462,413

 
26,196,000

 
 
 
 
 
 
 
Subtotal Non–Control / Non–Affiliate Investments
 
856,289,518

 
910,150,765

 
831,194,397

 
 
 
 
 
 
 
 
 
 
 
Affiliate Investments:
 
 
 
 
 
 
 
 
 
 
All Metals Holding, LLC (1%)*
 
Steel Processor and Distributor
 
Subordinated Note (12% Cash, 1% PIK, Due 12/21)
 
6,434,351

 
6,278,902

 
6,434,000

 
 
Units (318,977 units)
 
 
 
793,331

 
266,000

 
 
 
 
6,434,351

 
7,072,233

 
6,700,000

 
 
 
 
 
 
 
 
 
 
 
Consolidated Lumber Holdings, LLC (1%)*
 
Lumber Yard Operator
 
Class A Units (15,000 units)
 
 
 
1,500,000

 
4,500,000

 
 
 
 
 
 
1,500,000

 
4,500,000

 
 
 
 
 
 
 
 
 
 
 
FCL Holding SPV, LLC (0%)*
 
Commercial Printing Services
 
Class A Interest (24,873 units)
 
 
 
292,000

 
570,000

 
 
Class B Interest (48,427 units)
 
 
 

 

 
 
Class C Interest (3,746 units)
 
 
 

 

 
 
 
 
 
 
292,000

 
570,000

 
 
 
 
 
 
 
 
 
 
 
Mac Land Holdings, Inc. (0%)*
 
Environmental and Facilities Services
 
Common Stock (139 shares)
 
 
 
369,000

 

 
 
 
 
 
 
369,000

 

 
 
 
 
 
 
 
 
 
 
 

18



TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments — (Continued)
December 31, 2017
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
NB Products, Inc. (9%)*
 
Distributor of Work Apparel and Accessories
 
Subordinated Note (12% Cash, 2% PIK, Due 02/20)
 
$
23,570,899

 
$
23,308,085

 
$
23,308,085

 
Jr. Subordinated Note (10% PIK, Due 02/20)
 
5,194,357

 
5,114,592

 
5,114,592

 
Jr. Subordinated Bridge Note (20% PIK, Due 05/21)
 
2,434,156

 
2,412,295

 
2,412,295

 
Series A Redeemable Senior Preferred Stock (7,839 shares)
 
 
 
7,621,648

 
10,390,000

 
Common Stock (1,668,691 shares)
 
 
 
333,738

 
16,044,000

 
 
 
31,199,412

 
38,790,358

 
57,268,972

 
 
 
 
 
 
 
 
 
 
 
Passport Food Group, LLC (3%)*
 
Manufacturer of Ethnic Food Products
 
Senior Notes (LIBOR + 9.0%, 10.3% Cash,
 Due 03/22)(8)
 
20,000,000

 
19,648,160

 
16,672,000

 
 
Common Stock (20,000 shares)
 
 
 
2,000,000

 
357,000

 
 
 
 
20,000,000

 
21,648,160

 
17,029,000

 
 
 
 
 
 
 
 
 
 
 
PCX Aerostructures, LLC (4%)*
 
Aerospace Components Manufacturer
 
Subordinated Note (10.5% Cash, Due 10/19)(9)
 
31,647,359

 
31,244,000

 
22,574,000

 
Subordinated Note (6% PIK, Due 10/20)(9)
 
759,286

 
759,286

 
548,000

 
Series A Preferred Stock (6,066 shares)
 
 
 
6,065,621

 

Series B Preferred Stock (411 shares)
 
 
 
410,514

 

Class A Common Stock (121,922 shares)
 
 
 
30,480

 

 
 
 
32,406,645

 
38,509,901

 
23,122,000

 
 
 
 
 
 
 
 
 
 
 
Team Waste, LLC (2%)*
 
Environmental and Facilities Services
 
Subordinated Note (10% Cash, 2% PIK, Due 08/23)
 
5,028,180

 
4,930,962

 
4,930,962

 
 
Preferred Units (500,000 units)
 
 
 
10,000,000

 
10,000,000

 
 
 
 
5,028,180

 
14,930,962

 
14,930,962

 
 
 
 
 
 
 
 
 
 
 
Technology Crops, LLC (1%)*
 
Supply Chain Management Services
 
Subordinated Notes (12% Cash, Due 02/18)
 
12,294,102

 
12,294,102

 
8,617,000

Common Units (50 units)
 
 
 
500,000

 

 
 
 
12,294,102

 
12,794,102

 
8,617,000

 
 
 
 
 
 
 
 
 
 
 
TGaS Advisors, LLC (2%)*
 
Advisory Solutions to Pharmaceutical Companies
 
Senior Note (10% Cash, 1% PIK, Due 11/19)
 
9,522,893

 
9,431,015

 
9,431,015

 
Preferred Units (1,685,357 units)
 
 
 
1,556,069

 
1,524,000

 
 
 
9,522,893

 
10,987,084

 
10,955,015

 
 
 
 
 
 
 
 
 
 
 
Tulcan Fund IV, L.P. (0%)*
 
Custom Forging and Fastener Supplies
 
Common Units (1,000,000 units)
 
 
 
1,000,000

 

 
 
 
 
 
 
1,000,000

 

 
 
 
 
 
 
 
 
 
 
 
United Retirement Plan Consultants, Inc. (0%)*
 
Retirement Plan Administrator
 
Series A Preferred Shares (9,400 shares)
 
 
 
205,748

 
302,000

 
 
Common Shares (100,000 shares)
 
 
 
1,000,000

 
419,000

 
 
 
 
 
 
1,205,748

 
721,000

 
 
 
 
 
 
 
 
 
 
 
Wythe Will Tzetzo, LLC (0%)*
 
Confectionery Goods Distributor
 
Series A Preferred Units (99,829 units)
 
 
 

 
2,688,000

 
 
 
 
 
 

 
2,688,000

 
 
 
 
 
 
 
 
 
 
 
Subtotal Affiliate Investments
 
 
 
116,885,583

 
149,099,548

 
147,101,949

 
 
 
 
 
 
 
 
 
 
 
Control Investments:
 
 
 
 
 
 
 
 
 
 
CRS-SPV, Inc. (3%)*
 
Fluid
Reprocessing
Services
 
Common Stock (1,100 shares)
 
 
 
18,428,000

 
20,283,000

 
 
 
 
 
 
18,428,000

 
20,283,000

 
 
 
 
 
 
 
 
 
 
 
Frank Entertainment Group, LLC
(1%)*
 
Movie Theatre and Family Entertainment Operator
 
Senior Note (6% Cash, Due 06/19)(6)
 
11,330,010

 
10,746,494

 
6,541,000

 
 
Second Lien Term Note (2.5% Cash, Due 09/19)(6)
 
2,923,484

 
2,879,479

 

 
 
Redeemable Preferred Units (2,800,000 units)
 
 
 
2,800,000

 

 
 
Class B Redeemable Preferred Units (2,800,000 units)
 
 
 
2,800,000

 

 
 
Class A Common Units (606,552 units)
 
 
 
1,000,000

 

 
 
 
 
14,253,494

 
20,225,973

 
6,541,000

 
 
 
 
 
 
 
 
 
 
 
FrontStream Holdings, LLC (1%)*
 
Payment and Donation Management Product Service Provider
 
Subordinated Note (LIBOR + 6.0%, 7.3% Cash, Due 12/20)(6)(8)
 
14,644,622

 
14,023,389

 
7,414,000

 
 
Common Stock (1,000 shares)
 
 
 
500,000

 

 
 
 
 
14,644,622

 
14,523,389

 
7,414,000

 
 
 
 
 
 
 
 
 
 
 

19



TRIANGLE CAPITAL CORPORATION
Consolidated Schedule of Investments — (Continued)
December 31, 2017
Portfolio Company
 
Industry
 
Type of Investment(1)(2)(7)
 
Principal
Amount
 
Cost
 
Fair
Value(3)
Frontstreet Facility Solutions, Inc. (1%)*
 
Retail, Restaurant and Commercial Facilities Maintenance
 
Subordinated Note (13% Cash, Due 03/21)
 
$
8,462,629

 
$
8,447,172

 
$
3,750,000

 
 
Series A Convertible Preferred Stock (60,000 shares)
 
 
 
250,575

 

 
 
Series B Convertible Preferred Stock (20,000 shares)
 
 
 
500,144

 

 
 
Common Stock (27,890 shares)
 
 
 
279

 

 
 
 
 
8,462,629

 
9,198,170

 
3,750,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subtotal Control Investments
 
 
 
37,360,745

 
62,375,532

 
37,988,000

 
 
 
 
 
 
 
 
 
Total Investments, December 31, 2017 (158%)*
 
 
 
$
1,010,535,846

 
$
1,121,625,845

 
$
1,016,284,346


*    Fair value as a percentage of net assets
(1)
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted. The fair values of all investments were determined using significant unobservable inputs.
(2)
Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates.
(3)
All investments are restricted as to resale and were valued at fair value as determined in good faith by the Board of Directors.
(4)
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 2.6% of total investments at fair value as of December 31, 2017. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company's total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).
(5)
PIK non-accrual investment
(6)
Non-accrual investment
(7)
All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's senior secured credit facility or in support of the SBA-guaranteed debentures issued by Triangle Mezzanine Fund LLLP and Triangle Mezzanine Fund II LP.
(8)
Index-based floating interest rate is subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
(9)
Effective February 9, 2018, the Company's debt investments in PCX Aerostructures, LLC were amended to provide for cash interest at an all-in rate of 6% per annum.
See accompanying notes.


20



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements

1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION
Organization and Business
Triangle Capital Corporation and its wholly owned subsidiaries, including Triangle Mezzanine Fund LLLP (“Triangle SBIC”), Triangle Mezzanine Fund II LP (“Triangle SBIC II”) and Triangle Mezzanine Fund III LP (“Triangle SBIC III”) (collectively, the “Company”), are specialty finance companies. Triangle SBIC, Triangle SBIC II and Triangle SBIC III are specialty finance limited partnerships formed to make investments primarily in lower middle market companies located throughout the United States. On September 11, 2003, Triangle SBIC was licensed to operate as a Small Business Investment Company (“SBIC”) under the authority of the United States Small Business Administration (“SBA”). On May 26, 2010, Triangle SBIC II obtained its license to operate as an SBIC and on January 6, 2017, Triangle SBIC III obtained its license to operate as an SBIC. As SBICs, Triangle SBIC, Triangle SBIC II and Triangle SBIC III are subject to a variety of regulations concerning, among other things, the size and nature of the companies in which they may invest and the structure of those investments.
The Company currently operates as a closed-end, non-diversified investment company and has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company is internally managed by its executive officers under the supervision of its Board of Directors (the "Board"). The Company does not pay management or advisory fees, but instead incurs the operating costs associated with employing executive management and investment and portfolio management professionals. Triangle SBIC has also elected to be treated as a BDC under the 1940 Act.
Basis of Presentation
The financial statements of the Company include the accounts of Triangle Capital Corporation and its wholly-owned subsidiaries. The effects of all intercompany transactions between Triangle Capital Corporation and its subsidiaries have been eliminated in consolidation. Under the investment company rules and regulations pursuant to Article 6 of Regulation S-X and Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946, Financial Services - Investment Companies, the Company is precluded from consolidating portfolio company investments, including those in which it has a controlling interest, unless the portfolio company is another investment company. An exception to this general principle occurs if the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company's investment portfolio is carried on the Consolidated Balance Sheets at fair value, as discussed further in Note 2, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Unaudited Consolidated Statements of Operations.
The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial statements for the interim period, have been reflected in the unaudited consolidated financial statements. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Additionally, the unaudited financial statements and accompanying notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

21



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Recently Issued Accounting Standards
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification ("ASC") Topic 606) ("ASU 2014-09"). ASU 2014-09 supersedes the revenue recognition requirements under ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. Financial instruments that fall within the scope of ASC 320, Investments - Debt and Equity Securities, are excluded from the scope of ASU 2014-09. The Company adopted ASU 2014-09 effective January 1, 2018 and determined that its financial instruments are excluded from the scope of ASU 2014-09. The adoption of ASU 2014-09 resulted in no material changes to the recognition, timing and classification of revenues and expenses and no significant impact on its consolidated financial statement disclosures.
2. INVESTMENTS
Portfolio Composition
The Company invests primarily in senior and subordinated debt securities of privately held companies, generally secured by security interests in portfolio company assets. In addition, the Company generally invests in one or more equity instruments of the borrower, such as direct preferred or common equity interests. The Company's investments generally range from $5.0 million to $50.0 million per portfolio company. In certain situations, we have partnered with other funds to provide larger financing commitments.
The cost basis of the Company's debt investments includes any unamortized original issue discount, unamortized loan origination fees and payment-in-kind (“PIK”) interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments, are shown in the following tables:
 
Cost
 
Percentage of
Total Portfolio
 
Fair Value
 
Percentage of
Total Portfolio
March 31, 2018:
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
634,127,821

 
60
%
 
$
532,821,494

 
55
%
Senior debt and 1st lien notes
291,570,639

 
28

 
275,617,921

 
29

Equity shares
132,001,713

 
12

 
154,162,815

 
16

Equity warrants
1,691,617

 

 
1,383,000

 

 
$
1,059,391,790

 
100
%
 
$
963,985,230

 
100
%
December 31, 2017:
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
710,543,854

 
63
%
 
$
589,548,358

 
58
%
Senior debt and 1st lien notes
275,088,787

 
25

 
262,803,297

 
26

Equity shares
134,301,587

 
12

 
162,543,691

 
16

Equity warrants
1,691,617

 

 
1,389,000

 

 
$
1,121,625,845

 
100
%
 
$
1,016,284,346

 
100
%
During the three months ended March 31, 2018, the Company made investments in nine existing portfolio companies totaling approximately $28.3 million. During the three months ended March 31, 2017, the Company made nine new investments totaling approximately $146.6 million and investments in ten existing portfolio companies totaling approximately $14.9 million.
Investment Valuation Process
The Company has a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company's valuation policy and processes were established by management of the Company with the assistance of certain third-party advisors and were approved by the Board. Under ASC Topic 820, there are three levels of valuation inputs, as follows:

22



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
The Company’s investment portfolio is primarily comprised of debt and equity instruments of privately held companies for which quoted prices or other inputs falling within the categories of Level 1 and Level 2 are generally not available. Therefore, the Company determines the fair value of its investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs may exist, and if so, the Company assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.
Under ASC Topic 820, a financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
The Company’s valuation process is led by the Company’s executive officers. The Company’s valuation process begins with a quarterly review of each investment in the Company’s investment portfolio by the Company’s executive officers and investment committee. Valuations of each portfolio security are then prepared by the Company’s investment professionals, who have direct responsibility for the origination, management and monitoring of each investment. Under the Company’s valuation policy, each investment valuation is subject to (i) a review by the lead investment officer responsible for the portfolio company investment and (ii) a peer review by a second investment officer or executive officer of the Company. Generally, any investment that is valued below cost is subjected to review by one of the Company’s executive officers. After the peer review is complete, the Company engages two independent valuation firms, including Duff & Phelps, LLC (collectively, the “Valuation Firms”), to provide third-party reviews of certain investments, as described further below. Finally, the Board has the responsibility for reviewing and approving, in good faith, the fair value of the Company’s investments in accordance with the 1940 Act.
The Valuation Firms provide third-party valuation consulting services to the Company which consist of certain procedures that the Company identified and requested the Valuation Firms to perform (hereinafter referred to as the “Procedures”). The Procedures are performed with respect to each portfolio company at least once in every calendar year and for new portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In addition, the Procedures are generally performed with respect to a portfolio company when there has been a significant change in the fair value of the investment. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the Company’s stockholders’ best interest, to request the Valuation Firms to perform the Procedures on one or more portfolio companies. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.    

23



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

The total number of investments and the percentage of the investment portfolio on which the Procedures were performed are summarized below by period: 
For the quarter ended:
Total
companies
 
Percent of total
investments at
fair value(1)
March 31, 2017
18
 
30%
June 30, 2017
20
 
29%
September 30, 2017
22

25%
December 31, 2017
21
 
35%
March 31, 2018
14
 
24%
(1)
Exclusive of the fair value of new investments made during the quarter.
Upon completion of the Procedures, the Valuation Firms concluded that, with respect to each investment reviewed by each Valuation Firm, the fair value of those investments subjected to the Procedures appeared reasonable. The Board is ultimately responsible for determining the fair value of the Company’s investments in good faith.
Investment Valuation Inputs
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. Under ASC Topic 820, the fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. Under ASC Topic 820, if no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market. The securities in which the Company invests are generally only purchased and sold in merger and acquisition transactions, in which case the entire portfolio company is sold to a third-party purchaser. As a result, unless the Company has the ability to control such a transaction, the assumed principal market for the Company’s securities is a hypothetical secondary market. The Level 3 inputs to the Company’s valuation process reflect the Company’s best estimate of the assumptions that would be used by market participants in pricing the investment in a transaction in a hypothetical secondary market.
Enterprise Value Waterfall Approach
In valuing equity securities (including warrants), the Company estimates fair value using an “Enterprise Value Waterfall” valuation model. The Company estimates the enterprise value of a portfolio company and then allocates the enterprise value to the portfolio company’s securities in order of their relative liquidation preference. In addition, the model assumes that any outstanding debt or other securities that are senior to the Company’s equity securities are required to be repaid at par. Additionally, the Company estimates the fair value of a limited number of its debt securities using the Enterprise Value Waterfall approach in cases where the Company does not expect to receive full repayment.
To estimate the enterprise value of the portfolio company, the Company primarily uses a valuation model based on a transaction multiple, which generally is the original transaction multiple, and measures of the portfolio company’s financial performance. In addition, the Company considers other factors, including but not limited to (i) offers from third parties to purchase the portfolio company, (ii) the implied value of recent investments in the equity securities of the portfolio company, (iii) publicly available information regarding recent sales of private companies in comparable transactions and (iv) when the Company believes there are comparable companies that are publicly traded, the Company performs a review of these publicly traded companies and the market multiple of their equity securities. For certain non-performing assets, the Company may utilize the liquidation or collateral value of the portfolio company's assets in its estimation of enterprise value.
The significant Level 3 inputs to the Enterprise Value Waterfall model are (i) an appropriate transaction multiple and (ii) a measure of the portfolio company’s financial performance, which generally is either earnings before interest, taxes, depreciation and amortization, as adjusted (“Adjusted EBITDA”) or revenues. Such inputs can be based on historical operating results, projections of future operating results or a combination thereof. The operating results of a portfolio company may be unaudited, projected or pro forma financial information and may require adjustments for certain non-recurring items. In determining the operating results input, the Company utilizes the most recent portfolio company financial statements and forecasts available as of the valuation date. The Company also consults with the portfolio company’s senior management to obtain updates on the

24



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

portfolio company’s performance, including information such as industry trends, new product development, loss of customers and other operational issues.
Fair value measurements using the Enterprise Value Waterfall model can be sensitive to changes in one or more of the inputs. Assuming all other inputs to the Enterprise Value Waterfall model remain constant, any increase (decrease) in either the transaction multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher (lower) fair value for that security.
Income Approach
In valuing debt securities, the Company utilizes an “Income Approach” model that considers factors including, but not limited to, (i) the stated yield on the debt security, (ii) the portfolio company’s current Adjusted EBITDA as compared to the portfolio company’s historical or projected Adjusted EBITDA as of the date the investment was made and the portfolio company’s anticipated Adjusted EBITDA for the next twelve months of operations, (iii) the portfolio company’s current Leverage Ratio (defined as the portfolio company’s total indebtedness divided by Adjusted EBITDA) as compared to its Leverage Ratio as of the date the investment was made, (iv) publicly available information regarding current pricing and credit metrics for similar proposed and executed investment transactions of private companies and (v) when the Company believes a relevant comparison exists, current pricing and credit metrics for similar proposed and executed investment transactions of publicly traded debt. In addition, the Company uses a risk rating system to estimate the probability of default on the debt securities and the probability of loss if there is a default. This risk rating system covers both qualitative and quantitative aspects of the business and the securities held.
The Company considers the factors above, particularly any significant changes in the portfolio company’s results of operations and leverage, and develops an expectation of the yield that a hypothetical market participant would require when purchasing the debt investment (the “Required Rate of Return”). The Required Rate of Return, along with the Leverage Ratio and Adjusted EBITDA, are the significant Level 3 inputs to the Income Approach model. For investments where the Leverage Ratio and Adjusted EBITDA have not fluctuated significantly from the date the investment was made or have not fluctuated significantly from the Company’s expectations as of the date the investment was made, and where there have been no significant fluctuations in the market pricing for such investments, the Company may conclude that the Required Rate of Return is equal to the stated rate on the investment and therefore, the debt security is appropriately priced. In instances where the Company determines that the Required Rate of Return is different from the stated rate on the investment, the Company discounts the contractual cash flows on the debt instrument using the Required Rate of Return in order to estimate the fair value of the debt security.
Fair value measurements using the Income Approach model can be sensitive to changes in one or more of the inputs. Assuming all other inputs to the Income Approach model remain constant, any increase (decrease) in the Required Rate of Return or Leverage Ratio inputs for a particular debt security would result in a lower (higher) fair value for that security. Assuming all other inputs to the Income Approach model remain constant, any increase (decrease) in the Adjusted EBITDA input for a particular debt security would result in a higher (lower) fair value for that security.
The fair value of the Company’s royalty rights are calculated based on specific provisions contained in the pertinent operating or royalty agreements. The determination of the fair value of such royalty rights is not a significant component of the Company’s valuation process.

25



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

The ranges and weighted average values of the significant Level 3 inputs used in the valuation of the Company’s debt and equity securities at March 31, 2018 and December 31, 2017 are summarized as follows:
March 31, 2018:
Fair Value(1)
 
Valuation
Model
 
Level 3
Inputs
 
Range of
Inputs
 
Weighted
Average
Subordinated debt and 2nd lien notes
$
481,234,494

 
Income
Approach
 
Required Rate of Return
 
9.0% – 18.0%
 
12.2%
 
 
 
 
Leverage Ratio
 
2.6x – 7.3x
 
5.0x
 
 
 
 
Adjusted EBITDA
 
$3.6 million – $1.0 billion
 
$42.8 million
Subordinated debt and 2nd lien notes
14,352,000

 
Enterprise
Value Waterfall
Approach
 
Adjusted EBITDA Multiple
 
5.5x – 7.0x
 
6.2x
 
 
 
 
Adjusted EBITDA
 
$0.9 million – $6.4 million
 
$4.2 million
Senior debt and 1st lien notes
275,617,921

 
Income
Approach
 
Required Rate of Return
 
7.4% – 25.0%
 
11.0%
 
 
 
 
Leverage Ratio
 
0.8x – 8.7x
 
4.6x
 
 
 
 
Adjusted EBITDA
 
$2.4 million – $152.1 million
 
$16.8 million
Equity shares and warrants
151,845,775

 
Enterprise
Value Waterfall
Approach
 
Adjusted EBITDA Multiple
 
3.3x – 17.3x
 
7.9x
 
 
 
 
Adjusted EBITDA
 
$0.9 million – $60.0 million
 
$16.3 million
 
 
 
 
 
Revenue Multiple
 
0.9x – 3.0x
 
1.3x
 
 
 
 
 
Revenues
 
$16.9 million – $76.2 million
 
$53.0 million
(1)
One subordinated debt investment with a fair value of $16,435,000, one second lien debt investment with a fair value of $20,800,000 and one equity investment with a fair value of $3,700,040 were repaid or redeemed subsequent to the end of the reporting period and were valued at their transaction price.
December 31, 2017:
Fair Value(1)
 
Valuation
Model
 
Level 3
Input
 
Range of
Inputs
 
Weighted
Average
Subordinated debt and 2nd lien notes
$
570,133,358

 
Income
Approach
 
Required Rate of Return
 
8.9% – 15.1%
 
11.7%
 
 
 
 
Leverage Ratio
 
0.0x – 7.1x
 
4.6x
 
 
 
 
Adjusted EBITDA
 
$1.0 million – $1.0 billion
 
$44.1 million
Subordinated debt and 2nd lien notes
12,981,000

 
Enterprise
Value Waterfall
Approach
 
Adjusted EBITDA Multiple
 
5.5x – 7.6x
 
6.6x
 
 
 
 
Adjusted EBITDA
 
$1.7 million – $6.6 million
 
$4.3 million
 
 
 
 
Revenue Multiple
 
0.8x – 0.8x
 
0.8x
 
 
 
 
Revenues
 
$76.6 million – $76.6 million
 
$76.6 million
Senior debt and 1st lien notes
249,780,755

 
Income
Approach
 
Required Rate of Return
 
6.8% – 25.0%
 
10.8%
 
 
 
 
Leverage Ratio
 
0.6x – 8.5x
 
4.4x
 
 
 
 
Adjusted EBITDA
 
$2.9 million – $142.4 million
 
$16.2 million
Equity shares and warrants
163,666,691

 
Enterprise
Value Waterfall
Approach
 
Adjusted EBITDA Multiple
 
3.3x – 14.9x
 
7.8x
 
 
 
 
Adjusted EBITDA
 
$1.0 million – $60.0 million
 
$15.6 million
 
 
 
 
 
Revenue Multiple
 
0.8x – 3.0x
 
1.3x
 
 
 
 
 
Revenues
 
$17.0 million – 76.6 million
 
$53.7 million
(1)
One subordinated debt investment with a fair value of $6,434,000, one senior debt investment with a fair value of $13,022,542 and one equity security with a fair value of $266,000 were repaid or redeemed subsequent to the end of the reporting period and were valued at their transaction price.


26



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

The following table presents the Company’s investment portfolio at fair value as of March 31, 2018 and December 31, 2017, categorized by the ASC Topic 820 valuation hierarchy, as previously described:
 
Fair Value as of March 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Subordinated debt and 2nd lien notes
$

 
$

 
$
532,821,494

 
$
532,821,494

Senior debt and 1st lien notes

 

 
275,617,921

 
275,617,921

Equity shares

 

 
154,162,815

 
154,162,815

Equity warrants

 

 
1,383,000

 
1,383,000

 
$

 
$

 
$
963,985,230

 
$
963,985,230

 
 
 
 
 
 
 
 
 
Fair Value as of December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Subordinated debt and 2nd lien notes
$

 
$

 
$
589,548,358

 
$
589,548,358

Senior debt and 1st lien notes

 

 
262,803,297

 
262,803,297

Equity shares

 

 
162,543,691

 
162,543,691

Equity warrants

 

 
1,389,000

 
1,389,000

 
$

 
$

 
$
1,016,284,346

 
$
1,016,284,346


The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2018 and 2017:
Three Months Ended
March 31, 2018:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Total
Fair value, beginning of period
$
589,548,358

 
$
262,803,297

 
$
162,543,691

 
$
1,389,000

 
$
1,016,284,346

New investments
7,500,000

 
19,274,897

 
1,510,176

 

 
28,285,073

Reclassifications
(8,617,000
)
 
8,617,000

 

 

 

Proceeds from sales of investments

 

 
(12,679,815
)
 
(708
)
 
(12,680,523
)
Loan origination fees received

 
(205,499
)
 

 

 
(205,499
)
Principal repayments received
(54,962,057
)
 
(13,797,604
)
 

 

 
(68,759,661
)
PIK interest earned
1,614,863

 
113,858

 

 

 
1,728,721

PIK interest payments received
(1,751,161
)
 
(1,403,097
)
 

 

 
(3,154,258
)
Accretion of loan discounts
5,986

 

 

 

 
5,986

Accretion of deferred loan origination revenue
1,019,197

 
205,195

 

 

 
1,224,392

Realized gain (loss)
(17,548,759
)
 

 
8,869,765

 
708

 
(8,678,286
)
Unrealized gain (loss)
16,012,067

 
9,874

 
(6,081,002
)
 
(6,000
)
 
9,934,939

Fair value, end of period
$
532,821,494

 
$
275,617,921

 
$
154,162,815

 
$
1,383,000

 
$
963,985,230



27



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Three Months Ended
March 31, 2017:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Total
Fair value, beginning of period
$
690,159,367

 
$
191,643,157

 
$
154,216,657

 
$
1,888,000

 
$
1,037,907,181

New investments
64,868,421

 
91,059,316

 
5,590,356

 

 
161,518,093

Proceeds from sales of investments

 

 
(6,266,765
)
 
(33,003
)
 
(6,299,768
)
Loan origination fees received
(1,255,000
)
 
(1,383,485
)
 

 

 
(2,638,485
)
Principal repayments received
(46,128,905
)
 
(1,342,038
)
 

 

 
(47,470,943
)
PIK interest earned
3,041,385

 
336,463

 

 

 
3,377,848

PIK interest payments received
(2,687,416
)
 

 

 

 
(2,687,416
)
Accretion of loan discounts
28,786

 
54,694

 

 

 
83,480

Accretion of deferred loan origination revenue
1,092,544

 
256,865

 

 

 
1,349,409

Realized gain (loss)
(13,353,325
)
 

 
493,363

 
(458,997
)
 
(13,318,959
)
Unrealized gain (loss)
3,009,036

 
(470,608
)
 
(1,831,066
)
 
681,000

 
1,388,362

Fair value, end of period
$
698,774,893

 
$
280,154,364

 
$
152,202,545

 
$
2,077,000

 
$
1,133,208,802


All realized and unrealized gains and losses are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Unaudited Consolidated Statements of Operations. Pre-tax net unrealized depreciation on investments of $3.1 million during the three months ended March 31, 2018 was related to portfolio company investments that were still held by the Company as of March 31, 2018. Pre-tax net unrealized depreciation on investments of $11.0 million during the three months ended March 31, 2017 was related to portfolio company investments that were still held by the Company as of March 31, 2017.
The Company’s primary investment objective is to generate current income and capital appreciation by investing directly in privately-held lower middle market companies to help these companies fund acquisitions, growth or refinancing. During the three months ended March 31, 2018, the Company made investments of approximately $18.3 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2018, the Company made investments of $10.0 million in companies to which it was previously committed to provide such financing.
During the three months ended March 31, 2017, the Company made investments of approximately $157.2 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the three months ended March 31, 2017, the Company made investments of $4.3 million in companies to which it was previously committed to provide such financing. The details of the Company’s investments have been disclosed on the Consolidated Schedules of Investments.
Warrants
When originating a debt security, the Company will sometimes receive warrants or other equity-related securities from the borrower. The Company determines the cost basis of the warrants or other equity-related securities received based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and warrants or other equity-related securities received. Any resulting difference between the face amount of the debt and its recorded fair value resulting from the assignment of value to the warrant or other equity instruments is treated as original issue discount and accreted into interest income over the life of the loan.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.

28



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Investment Classification
In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Companies” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities of such company, has greater than 50.0% representation on its board or has the power to exercise control over management or policies of such portfolio company. The Company is deemed to be an affiliate of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the voting securities of such company.
Investment Income
Interest income, adjusted for amortization of premium and accretion of original issue discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income is recorded on the ex-dividend date.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with loan agreements ("Loan Origination Fees") are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and loan waiver and amendment fees, and are recorded as investment income when earned.
Fee income for the three months ended March 31, 2018 and 2017 was as follows:
 
Three Months Ended
 
Three Months Ended
 
March 31, 2018
 
March 31, 2017
Recurring Fee Income:
 
 
 
Amortization of loan origination fees
$
580,925

 
$
619,200

Management, valuation and other fees
197,761

 
201,960

Total Recurring Fee Income
778,686

 
821,160

Non-Recurring Fee Income:
 
 
 
Prepayment fees
238,932

 
716,133

Acceleration of unamortized loan origination fees
643,467

 
730,209

Loan amendment fees

 
50,000

Other fees
126,905

 

Total Non-Recurring Fee Income
1,009,304

 
1,496,342

Total Fee Income
$
1,787,990

 
$
2,317,502

Payment-in-Kind Interest
The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain PIK interest provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

29



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a regulated investment company ("RIC") for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
Concentration of Credit Risk
The Company’s investments are generally in lower middle market companies in a variety of industries. As of both March 31, 2018 and December 31, 2017, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of March 31, 2018 and December 31, 2017, the Company’s largest single portfolio company investment represented approximately 6.2% and 5.6%, respectively, of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.
The Company’s investments carry a number of risks including, but not limited to: (i) investing in lower middle market companies which may have limited financial resources and may have limited operating histories, (ii) investing in senior subordinated debt which ranks equal to or lower than debt held by other investors and (iii) holding investments that are not publicly traded and are subject to legal and other restrictions on resale and other risks common to investing in below investment grade debt and equity instruments.
As of March 31, 2018, $787.8 million of the Company's assets were pledged as collateral for the Company's third amended and restated senior secured credit facility, as amended on May 1, 2017 (the “Credit Facility”), and $399.3 million were subject to superior claim over the Company's stockholders by the SBA. If the Company defaults on its obligations under the Credit Facility or its SBA-guaranteed debentures, the lenders and/or the SBA may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests or their superior claims.

Investments Denominated in Foreign Currency
As of March 31, 2018, the Company held an investment in one portfolio company that was denominated in Canadian dollars. As of December 31, 2017, the Company held investments in two portfolio companies that were denominated in Canadian dollars.
At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.
Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not isolate that portion of the change in fair values resulting from foreign currency exchange rates fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company's Unaudited Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the United States Dollar.

30



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

3. SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
The following schedules present information about investments in and advances to affiliates for the three months ended March 31, 2018 and year ended December 31, 2017:
Three Months Ended March 31, 2018:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2017
Value
Gross Additions
(3)
Gross Reductions(4)
March 31, 2018
Value
Portfolio Company
Type of Investment(1)
Control Investments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CRS-SPV, Inc.
Common Stock (1,100 shares)
$

$

$
100,000

$
20,283,000

$

$

$
20,283,000

 


100,000

20,283,000



20,283,000

 
 
 
 
 
 
 
 
 
Frank Entertainment Group, LLC
Senior Note (6% Cash, Due 06/19)(5)

(54,145
)

6,541,000


223,000

6,318,000

Second Lien Term Note (2.5% Cash)(5)

19,909



19,909

19,909


Redeemable Preferred Units (2,800,000 units)







Redeemable Class B Preferred Units (2,800,000 units)







Class A Common Units (606,552 units)







 

(34,236
)

6,541,000

19,909

242,909

6,318,000

 
 
 
 
 
 
 
 
 
FrontStream Holdings, LLC
Subordinate Note (LIBOR + 6.0%, 7.7% Cash)(5)(6)

(1,329,000
)

7,414,000

2,500,000

1,329,000

8,585,000

Common Stock (1,000 shares)







 

(1,329,000
)

7,414,000

2,500,000

1,329,000

8,585,000

 
 
 
 
 
 
 
 
 
Frontstreet Facility Solutions, Inc.
Subordinated Note (13% Cash)

(7,639
)
275,036

3,750,000

7,639

7,639

3,750,000

Series A Convertible Preferred Stock (60,000 shares)







Series B Convertible Preferred Stock (20,000 shares)







Common Stock (27,890 shares)







 

(7,639
)
275,036

3,750,000

7,639

7,639

3,750,000

 
 
 
 
 
 
 
 
 
Investments not held at the end of the period
 
4,000




4,000

4,000


 
 
 
 
 
 
 
 
 
Total Control Investments
4,000

(1,370,875
)
375,036

37,988,000

2,531,548

1,583,548

38,936,000

 
 
 
 
 
 
 
 
 
Affiliate Investments:
 
 
 
 
 
 
 
 
All Metals Holding, LLC
Subordinated Note (12% Cash, 1% PIK)
101,129

(155,098
)
149,598

6,434,000

162,778

6,596,778


Units (318,977 units)
(535,011
)
527,331


266,000

527,331

793,331


 
(433,882
)
372,233

149,598

6,700,000

690,109

7,390,109


 
 
 
 
 
 
 
 
 
Consolidated Lumber Holdings, LLC
Class A Units (15,000 units)

(191,000
)
4,550

4,500,000


191,000

4,309,000

 

(191,000
)
4,550

4,500,000


191,000

4,309,000

 
 
 
 
 
 
 
 
 

31



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Three Months Ended March 31, 2018:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2017
Value
Gross Additions
(3)
Gross Reductions(4)
March 31, 2018
Value
Portfolio Company
Type of Investment(1)
FCL Holding SPV, LLC
Class A Interest (24,873 units)
$

$
51,000

$

$
570,000

$
51,000

$

$
621,000

Class B Interest (48,427 units)







Class B Interest (3,746 units)







 

51,000


570,000

51,000


621,000

 
 
 
 
 
 
 
 
 
Mac Land Holdings, Inc.
Common Stock (139 shares)







 







 
 
 
 
 
 
 
 
 
NB Products, Inc.
Subordinated Note (12% Cash, 2% PIK)


894,250

23,308,085

142,495


23,450,580

Jr. Subordinated Note (10% PIK)


137,872

5,114,592

137,872


5,252,464

Jr. Subordinated Bridge Note (20% PIK)


123,860

2,412,295

123,860


2,536,155

Series A Redeemable Senior Preferred Stock (7,839 shares)

256,000


10,390,000

256,000


10,646,000

Common Stock (1,668,691 shares)

2,071,000


16,044,000

2,071,000


18,115,000

 

2,327,000

1,155,982

57,268,972

2,731,227


60,000,199

 
 
 
 
 
 
 
 
 
Passport Food Group, LLC
Senior Notes (LIBOR + 9.0%, 10.7% Cash,
 Due 03/22)(6)

328,138

561,709

16,672,000

345,000


17,017,000

Common Stock (20,000 shares)

(324,000
)

357,000


324,000

33,000

 

4,138

561,709

17,029,000

345,000

324,000

17,050,000

 
 
 
 
 
 
 
 
 
PCX Aerostructures, LLC
Subordinated Note (6% Cash)

756,014

664,949

22,574,000

1,546,000


24,120,000

Subordinated Note (6% PIK)

211,286

5,068

548,000

216,354

764,354


Series A Preferred Stock (6,066 shares)







Series B Preferred Stock (1,411 shares)

(1,000,000
)


1,000,000

1,000,000


Class A Common Stock (121,922 shares)







 

(32,700
)
670,017

23,122,000

2,762,354

1,764,354

24,120,000

 
 
 
 
 
 
 
 
 
Team Waste, LLC
Subordinated Note (10% Cash, 2% PIK)


297,923

4,930,962

113,713

5,044,675


Preferred Units (500,000 units)
3,750,000



10,000,000

3,750,000

3,750,000

10,000,000

 
3,750,000


297,923

14,930,962

3,863,713

8,794,675

10,000,000

 
 
 
 
 
 
 
 
 
Technology Crops, LLC
Senior Notes (12% Cash)

(115,000
)
363,215

8,617,000


1,115,000

7,502,000

Common Units (50 units)







 

(115,000
)
363,215

8,617,000


1,115,000

7,502,000

 
 
 
 
 
 
 
 
 
TGaS Advisors, LLC
Senior Note (10% Cash, 1% PIK)


278,156

9,431,015

39,886

62,243

9,408,658

Preferred Units (1,685,357 units)

203,000


1,524,000

203,000


1,727,000

 

203,000

278,156

10,955,015

242,886

62,243

11,135,658

 
 
 
 
 
 
 
 
 

32



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Three Months Ended March 31, 2018:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2017
Value
Gross Additions
(3)
Gross Reductions(4)
March 31, 2018
Value
Portfolio Company
Type of Investment(1)
Tulcan Fund IV, L.P.
Common Units (1,000,000 units)
$

$

$

$

$

$

$

 







 
 
 
 
 
 
 
 
 
United Retirement Plan Consultants, Inc.
Series A Preferred Shares (9,400 shares)

17,000


302,000

17,000


319,000

Common Shares (100,000 shares)

94,000


419,000

94,000


513,000

 

111,000


721,000

111,000


832,000

 
 
 
 
 
 
 
 
 
Wythe Will Tzetzo, LLC
Series A Preferred Units (99,829 units)

(1,324,000
)

2,688,000


1,324,000

1,364,000

 

(1,324,000
)

2,688,000


1,324,000

1,364,000

 
 
 
 
 
 
 
 
 
Investments not held at the end of the period
 
(58,920
)



58,920

58,920


Deferred taxes
 

49,660






 
 
 
 
 
 
 
 
 
Total Affiliate Investments
$
3,257,198

$
1,455,331

$
3,481,150

$
147,101,949

$
10,856,209

$
21,024,301

$
136,933,857


(1)
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted. The fair values of all investments were determined using significant unobservable inputs.
(2)
Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively. Amounts include accrued PIK interest if the description of the security includes disclosure of a PIK interest rate.
(3)
Gross additions include increase in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
(4)
Gross reductions include decreases in the total cost basis of investments resulting from principal or PIK repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
(5)
Non-accrual investment
(6)
Index-based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.



33



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Year Ended December 31, 2017:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2016
Value
Gross Additions
(3)
Gross Reductions (4)
December 31, 2017
Value
Portfolio Company
Type of Investment(1)
Control Investments:
 
 
 
 
 
 
 
 
CRS Reprocessing, LLC
Debtor in Possession Loan (8% PIK)
$
(2,634,714
)
$

$

$

$
4,000,000

$
4,000,000

$

Senior Notes (LIBOR + 3.5%)(6)
(1,938,339
)

79,534

2,942,769


2,942,769


Split Collateral Term Loans (8% Cash)
(11,554,845
)
5,010,464

513,963

6,182,000

11,360,464

17,542,464


Subordinated Note (5% Cash)
(82,335
)



125,000

125,000


Series F Preferred Units (705,321 units)
(9,134,807
)
9,134,807






Common Units (15,174 units)





 

 
(25,345,040
)
14,145,271

593,497

9,124,769

15,485,464

24,610,233


 
 
 
 
 
 
 
 
 
CRS-SPV, Inc.
Common Stock (1,100 shares)

1,855,000



20,283,000


20,283,000

 

1,855,000



20,283,000


20,283,000

 
 
 
 
 
 
 
 
 
DCWV Acquisition Corporation
Senior Subordinated Note (15% PIK)
(250,000
)


250,000


250,000


Subordinated Note (12% Cash, 3% PIK)
(4,396,350
)
4,789,633


1,389,000

4,789,633

6,178,633


Jr. Subordinated Note (15% PIK)
(2,000,000
)
2,000,000



2,000,000

2,000,000


Series A Preferred Equity (1,200 shares)
(1,200,000
)
1,200,000



1,200,000

1,200,000


100% Common Shares







 
(7,846,350
)
7,989,633


1,639,000

7,989,633

9,628,633


 
 
 
 
 
 
 
 
 
DialogDirect, Inc.
Subordinated Note (8% PIK)
(7,523,038
)
6,640,226



20,020,227

20,020,227


Class A Common Units (1,176,500 units)







 
(7,523,038
)
6,640,226



20,020,227

20,020,227


 
 
 
 
 
 
 
 
 
Frank Entertainment Group, LLC(7)
Senior Note (6% Cash)(5)

(3,127,606
)


9,808,054

3,267,054

6,541,000

Second Lien Term Note (2.5% Cash)(5)

(2,705,479
)


2,715,723

2,715,723


Redeemable Preferred Units (2,800,000 units)

(1,074,000
)


1,074,000

1,074,000


Redeemable Class B Preferred Units (2,800,000 units)







Class A Common Units (606,552 units)







 

(6,907,085
)


13,597,777

7,056,777

6,541,000

 
 
 
 
 
 
 
 
 
FrontStream Holdings, LLC
Subordinate Note (LIBOR + 6%, 7.3% Cash)(5)(6)

348,542



7,663,542

249,542

7,414,000

Common Stock (1,000 shares)







 

348,542



7,663,542

249,542

7,414,000

 
 
 
 
 
 
 
 
 

34



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Year Ended December 31, 2017:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2016
Value
Gross Additions
(3)
Gross Reductions (4)
December 31, 2017
Value
Portfolio Company
Type of Investment(1)
Frontstreet Facility Solutions, Inc.
Subordinated Note (13% Cash)
$

$
(1,014,755
)
$
569,586

$

$
4,764,755

$
1,014,755

$
3,750,000

Series A Convertible Preferred Stock (60,000 shares)

(575
)


575

575


Series B Convertible Preferred Stock (20,000 shares)

(144
)


144

144


Common Stock (27,890 shares)

(279
)


279

279


 

(1,015,753
)
569,586


4,765,753

1,015,753

3,750,000

 
 
 
 
 
 
 
 
 
Gerli & Company
Subordinated Note (13% Cash)
(375,000
)
375,000



375,000

375,000


Subordinated Note (8.5% Cash)
(3,000,000
)
3,000,000



3,000,000

3,000,000


Class A Preferred Shares (1,211 shares)
(855,000
)
855,000



855,000

855,000


Class C Preferred Shares (744 shares)







Class E Preferred Shares (400 shares)
(161,440
)
161,440



161,440

161,440


Common Stock (300 shares)
(100,000
)
100,000



100,000

100,000


 
(4,491,440
)
4,491,440



4,491,440

4,491,440


 
 
 
 
 
 
 
 
 
SRC Worldwide, Inc.
Common Stock (5,000 shares)


400,000

8,028,000


8,028,000


 


400,000

8,028,000


8,028,000


 
 
 
 
 
 
 
 
 
Total Control Investments
(45,205,868
)
27,547,274

1,563,083

18,791,769

94,296,836

75,100,605

37,988,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Affiliate Investments:
 
 
 
 
 
 
 
 
All Metals Holding, LLC
Subordinated Note (12% Cash, 1% PIK)

155,098

878,223

6,249,220

249,113

64,333

6,434,000

Units (318,977 units)

(488,000
)

754,000


488,000

266,000

 

(332,902
)
878,223

7,003,220

249,113

552,333

6,700,000

 
 
 
 
 
 
 
 
 
CIS Secure Computing Inc.
Subordinated Note (12% Cash, 3% PIK)


1,154,260

11,670,708

207,319

11,878,027


Common Stock (84 shares)
1,679,180

(1,652,680
)

2,155,000

1,679,181

3,834,181


 
1,679,180

(1,652,680
)
1,154,260

13,825,708

1,886,500

15,712,208


 
 
 
 
 
 
 
 
 
Consolidated Lumber Holdings, LLC
Subordinated Note (10% Cash, 2% PIK)

(156,611
)
194,082

4,278,000

78,750

4,356,750


Class A Units (15,000 units)

2,019,000

274,167

2,481,000

2,019,000


4,500,000

 

1,862,389

468,249

6,759,000

2,097,750

4,356,750

4,500,000

 
 
 
 
 
 
 
 
 

35



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Year Ended December 31, 2017:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2016
Value
Gross Additions
(3)
Gross Reductions (4)
December 31, 2017
Value
Portfolio Company
Type of Investment(1)
DPII Holdings, LLC
Tranche III Subordinated Note (19% PIK)
$
(2,269,044
)
$
871,000

$

$
2,356,001

$
871,000

$
3,227,001

$

Tranche I & II Subordinated Notes (12% Cash, 4% PIK)
(462
)
2,148,462



2,148,462

2,148,462


Class A Membership Interest (17,308 units)
(1,107,692
)
1,107,692



1,107,692

1,107,692


 
(3,377,198
)
4,127,154


2,356,001

4,127,154

6,483,155


 
 
 
 
 
 
 
 
 
FCL Holding SPV, LLC
Class A Interest (24,873 units)

(75,000
)
45,452

645,000


75,000

570,000

Class B Interest (48,427 units)

(101,000
)

101,000


101,000


Class B Interest (3,746 units)

 





 

(176,000
)
45,452

746,000


176,000

570,000

 
 
 
 
 
 
 
 
 
Frank Entertainment Group, LLC(7)
Senior Note (LIBOR + 7%, 10% Cash, 5.8% PIK)(6)

(1,077,888
)
823,087

9,940,684

351,600

10,292,284


Second Lien Term Note (10% Cash)

(174,000
)
15,000


1,200,000

1,200,000


Class A Redeemable Preferred Units (10.5% Cash) (196,718 units)

(3,492,904
)

4,566,904


4,566,904


Class B Redeemable Preferred Units (18,667 units)

(1,660,810
)

1,660,810


1,660,810


Class C Redeemable Preferred Units (25,846 units)

(600,000
)

600,000


600,000


Class A Common Units (43,077 units)







Class A Common Warrants







 

(7,005,602
)
838,087

16,768,398

1,551,600

18,319,998


 
 
 
 
 
 
 
 
 
Mac Land Holdings, Inc.
Common Stock (139 shares)

(369,000
)


369,000

369,000


 

(369,000
)


369,000

369,000


 
 
 
 
 
 
 
 
 
MS Bakery Holdings, Inc.
Preferred Units (233 units)
185,133

(185,133
)

397,000

185,133

582,133


Common B Units (3,000 units)
2,087,323

(2,086,860
)

2,110,000

2,087,323

4,197,323


Common A Units (1,652 units)
1,147,007

(1,147,007
)

1,162,000

1,147,007

2,309,007


 
3,419,463

(3,419,000
)

3,669,000

3,419,463

7,088,463


 
 
 
 
 
 
 
 
 
Native Maine Operations, Inc.
Senior Notes (LIBOR + 9%)(6)


1,338,898


18,000,000

18,000,000


Preferred Units (20,000 units)




2,000,000

2,000,000


 


1,338,898


20,000,000

20,000,000


 
 
 
 
 
 
 
 
 

36



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Year Ended December 31, 2017:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2016
Value
Gross Additions
(3)
Gross Reductions (4)
December 31, 2017
Value
Portfolio Company
Type of Investment(1)
NB Products, Inc.
Subordinated Note (12% Cash, 2% PIK)
$

$

$
3,540,905

$
22,751,190

$
556,895

$

$
23,308,085

Jr. Subordinated Note (10% PIK)


503,674

4,595,921

518,671


5,114,592

Jr. Subordinated Bridge Note (20% PIK)


439,568

1,972,727

439,568


2,412,295

Series A Redeemable Senior Preferred Stock (7,839 shares)

978,000


9,412,000

978,000


10,390,000

Common Stock (1,668,691 shares)

6,265,000


9,779,000

6,265,000


16,044,000

 

7,243,000

4,484,147

48,510,838

8,758,134


57,268,972

 
 
 
 
 
 
 
 
 
Passport Food Group, LLC
Senior Notes (LIBOR + 9.0%, 10.3% Cash)(6)

(2,976,160
)
1,621,494


19,648,160

2,976,160

16,672,000

Common Stock (20,000 shares)

(1,643,000
)


2,000,000

1,643,000

357,000

 

(4,619,160
)
1,621,494


21,648,160

4,619,160

17,029,000

 
 
 
 
 
 
 
 
 
PCX Aerostructures, LLC
Subordinated Note (10.5% Cash)(8)

(1,481,848
)
3,354,176

21,960,000

2,095,848

1,481,848

22,574,000

Subordinated Note (6% PIK)(8)

(211,286
)


759,286

211,286

548,000

Series A Preferred Stock (6,066 shares)







Series B Preferred Stock (411 shares)







Class A Common Stock (121,922 shares)







 

(1,693,134
)
3,354,176

21,960,000

2,855,134

1,693,134

23,122,000

 
 
 
 
 
 
 
 
 
Team Waste, LLC
Subordinated Note (10% Cash, 2% PIK)


171,863


4,930,962


4,930,962

Preferred Units (500,000 units)


9,000

9,100,000

900,000


10,000,000

 


180,863

9,100,000

5,830,962


14,930,962

 
 
 
 
 
 
 
 
 
Technology Crops, LLC
Subordinated Notes (12% Cash)

(3,677,102
)
1,930,662

11,837,622

456,480

3,677,102

8,617,000

Common Units (50 units)







 

(3,677,102
)
1,930,662

11,837,622

456,480

3,677,102

8,617,000

 
 
 
 
 
 
 
 
 
TGaS Advisors, LLC
Senior Note (10% Cash, 1% PIK)


1,143,884

9,521,986

158,001

248,972

9,431,015

Preferred Units (1,685,357 units)

254,000


1,270,000

254,000


1,524,000

 

254,000

1,143,884

10,791,986

412,001

248,972

10,955,015

 
 
 
 
 
 
 
 
 
Tulcan Fund IV, L.P.
Common Units (1,000,000 units)







 







 
 
 
 
 
 
 
 
 
United Retirement Plan Consultants, Inc.
Series A Preferred Shares (9,400 shares)

45,000


257,000

45,000


302,000

Common Shares (100,000 shares)

118,000


301,000

118,000


419,000

 

163,000


558,000

163,000


721,000

 
 
 
 
 
 
 
 
 

37



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

Year Ended December 31, 2017:
 Amount of Realized Gain (Loss)
 Amount of Unrealized Gain (Loss)
 Amount of Interest or Dividends Credited to Income(2)
December 31, 2016
Value
Gross Additions
(3)
Gross Reductions (4)
December 31, 2017
Value
Portfolio Company
Type of Investment(1)
Waste Recyclers Holdings, LLC
Class A Preferred Units (280 units)
$
(2,251,100
)
$
2,251,100

$

$

$
2,251,100

$
2,251,100

$

Class B Preferred Units (11,484,867 units)
(2,935,218
)
2,487,218


817,000

2,487,218

3,304,218


Common Unit Purchase Warrant (1,170,083 units)
(748,900
)
748,900



748,900

748,900


Common Units (153,219 units)
(180,783
)
180,783



180,783

180,783


 
(6,116,001
)
5,668,001


817,000

5,668,001

6,485,001


 
 
 
 
 
 
 
 
 
Wythe Will Tzetzo, LLC
Series A Preferred Units (99,829 units)

(4,120,000
)

6,808,000


4,120,000

2,688,000

 

(4,120,000
)

6,808,000


4,120,000

2,688,000

 
 
 
 
 
 
 
 
 
Investments not held at the end of the period
 
414,889




414,889

414,889


Deferred taxes
 

390,990






 
 
 
 
 
 
 
 
 
Total Affiliate Investments
$
(3,979,667
)
$
(7,356,046
)
$
17,438,395

$
161,510,773

$
79,907,341

$
94,316,165

$
147,101,949


(1)
All debt investments are income producing, unless otherwise noted. Equity and equity-linked investments are non-income producing, unless otherwise noted. The fair values of all investments were determined using significant unobservable inputs.
(2)
Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in Control or Affiliate categories, respectively. Amounts include accrued PIK interest if the description of the security includes disclosure of a PIK interest rate.
(3)
Gross additions include increase in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation.
(4)
Gross reductions include decreases in the total cost basis of investments resulting from principal or PIK repayments or sales. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.
(5)
Non-accrual investment
(6)
Index-based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan.
(7)
During the year ended December 31, 2017, as a result of a balance sheet restructuring, Frank Entertainment Group, LLC moved from an affiliate investment to a control investment.
(8)
Effective February 9, 2018, the Company's debt investments in PCX Aerostructures, LLC were amended to provide for cash interest at all-in rate of 6% per annum.


38



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

4. INCOME TAXES
The Company has elected for federal income tax purposes to be treated as a RIC under the Internal Revenue Code of 1986, as amended (the "Code"), and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.
The minimum distribution requirements applicable to RICs require the Company to distribute to its stockholders at least 90% of its investment company taxable income (“ICTI”), as defined by the Code, each year. Depending on the level of ICTI earned in a tax year, the Company may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of that next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. The Company may be required to recognize ICTI in certain circumstances in which it does not receive cash. For example, if the Company holds debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), the Company must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by the Company in the same taxable year. The Company may also have to include in ICTI other amounts that it has not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in the Company’s ICTI for the year of accrual, the Company may be required to make a distribution to its stockholders in order to satisfy the minimum distribution requirements, even though the Company will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
The Company has certain wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), each of which holds one or more of its portfolio investments that are listed on the Consolidated Schedules of Investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investments in the portfolio companies owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of investment income. Absent the Taxable Subsidiaries, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiaries, their income is taxed to the Taxable Subsidiaries and does not flow through to the RIC, thereby helping the Company preserve its RIC status and resultant tax advantages. The Taxable Subsidiaries are not consolidated for income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies. This income tax expense is reflected in the Company’s Unaudited Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiaries (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiaries) is reflected net of applicable federal and state income taxes in the Company's Unaudited Consolidated Statements of Operations, with the related deferred tax liabilities presented in the Company's Unaudited Consolidated Balance Sheet.
In December 2017, the United States enacted tax reform legislation through the bill commonly known as the Tax Cuts and Jobs Act (the "Tax Act"), which significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. The Taxable Subsidiaries' provisional tax is based on the new lower blended federal and state corporate tax rate of 26%.  This estimate incorporates assumptions made based on the Company's current interpretation of the Tax Act and may change, possibly materially, as the Company completes the analysis and receives additional clarification and implementation guidance. In addition, changes in interpretations, assumptions, and guidance regarding the new tax legislation, as well as the potential for technical corrections to the Tax Act, could have a material impact to the Company’s effective tax rate in future periods. Finally, given the significant complexity of the Tax Act, current guidance from the U.S. Treasury about implementing the Tax Act and

39



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

any related guidance from the SEC or the FASB may change, which may require us to refine the Company's estimates in the future.
For federal income tax purposes, the cost of investments owned as of March 31, 2018 and December 31, 2017 was approximately $1,060.6 million and $1,123.7 million, respectively. As of March 31, 2018, net unrealized depreciation on the Company's investments (tax basis) was approximately $97.9 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $88.4 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $186.3 million. As of December 31, 2017, net unrealized depreciation on the Company's investments (tax basis) was approximately $107.8 million, consisting of gross unrealized appreciation, where the fair value of the Company's investments exceeds their tax cost, of approximately $89.2 million and gross unrealized depreciation, where the tax cost of the Company's investments exceeds their fair value, of approximately $197.0 million.
5. BORROWINGS
The Company had the following borrowings outstanding as of March 31, 2018 and December 31, 2017: 
Issuance/Pooling Date
Maturity Date
 
Interest Rate as of March 31, 2018
 
March 31, 2018
 
December 31, 2017
SBA-Guaranteed Debentures:
 
 
 
 
 
 
 
March 25, 2009
March 1, 2019
 
5.337%
 
$
22,000,000

 
$
22,000,000

March 24, 2010
March 1, 2020
 
4.825%
 
6,800,000

 
6,800,000

September 22, 2010
September 1, 2020
 
3.687%
 
32,590,000

 
32,590,000

March 29, 2011
March 1, 2021
 
4.474%
 
75,400,000

 
75,400,000

September 21, 2011
September 1, 2021
 
3.392%
 
19,100,000

 
19,100,000

March 27, 2013
March 1, 2023
 
3.155%
 
30,000,000

 
30,000,000

September 24, 2014
September 1, 2024
 
3.790%
 
31,310,000

 
31,310,000

September 21, 2016
September 1, 2026
 
2.723%
 
32,800,000

 
32,800,000

Less: Deferred financing fees
 
 
 
 
(3,441,508
)
 
(3,678,875
)
Total SBA-Guaranteed Debentures
 
 
 
 
$
246,558,492

 
$
246,321,125

Credit Facility:
 
 
 
 
 
 
 
May 1, 2017
April 30, 2022
 
4.420%
 
$
125,001,284

 
$
156,070,484

Total Credit Facility
 
 
 
 
$
125,001,284

 
$
156,070,484

Notes:
 
 
 
 
 
 
 
October 19, 2012
December 15, 2022
 
6.375%
 
$
80,500,000

 
$
80,500,000

February 6, 2015
March 15, 2022
 
6.375%
 
86,250,000

 
86,250,000

Less: Deferred financing fees
 
 
 
 
(3,171,914
)
 
(3,341,699
)
Total Notes
 
 
 
 
$
163,578,086

 
$
163,408,301


SBA-Guaranteed Debentures
Under the Small Business Investment Act of 1958, as amended, and current SBA policy applicable to SBICs, an SBIC (or group of SBICs under common control) can have outstanding at any time, SBA-guaranteed debentures up to two times (and in certain cases, with SBA approval, up to three times) the amount of its regulatory capital. As of March 31, 2018, the maximum statutory limit on the dollar amount of outstanding SBA-guaranteed debentures that can be issued by a single SBIC was $150.0 million and by a group of SBICs under common control was $350.0 million. As of March 31, 2018, Triangle SBIC had issued the maximum $150.0 million of SBA-guaranteed debentures and Triangle SBIC II had issued $100.0 million of SBA-guaranteed debentures, leaving borrowing capacity of a maximum of $100.0 million of SBA-guaranteed debentures for Triangle SBIC III. Interest payments on SBA-guaranteed debentures are payable semi-annually and there are no principal payments required on these debentures prior to maturity, nor do the debentures carry any prepayment penalties. The weighted average interest rate for all SBA-guaranteed debentures as of both March 31, 2018 and December 31, 2017 was 3.90%. As of both March 31, 2018 and December 31, 2017, all SBA-guaranteed debentures were pooled.

40



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

In addition to a one-time 1.0% fee on the total commitment from the SBA, the Company also pays a one-time 2.425% fee on the amount of each SBA-guaranteed debenture issued. These fees are capitalized as deferred financing costs and are amortized over the term of the debt agreements using the effective interest method. Upon prepayment of an SBA-guaranteed debenture, any unamortized deferred financing costs related to the SBA-guaranteed debenture are written off and recognized as a loss on extinguishment of debt in the Unaudited Consolidated Statements of Operations.
The fair values of the SBA-guaranteed debentures are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of March 31, 2018 and December 31, 2017, the carrying amounts of the SBA-guaranteed debentures were approximately $246.6 million and $246.3 million, respectively. As of March 31, 2018 and December 31, 2017, the fair values of the SBA-guaranteed debentures were $259.1 million and $262.2 million, respectively. As of March 31, 2018, the Company was in compliance with SBA regulatory requirements.
Credit Facility
In May 2015, the Company entered into the Credit Facility, which was subsequently amended in May 2017. The amendment, among other things, increased commitments from $300.0 million to $435.0 million and extended the maturity by two years. The revolving period of the Credit Facility ends April 30, 2021 followed by a one-year amortization period with a final maturity date of April 30, 2022. The Company has the ability to borrow in both United States dollars as well as foreign currencies under the Credit Facility. The Credit Facility, which is structured to operate like a revolving credit facility, is secured primarily by the Company's assets, excluding the assets of the Company’s wholly-owned SBIC subsidiaries. The Credit Facility has an accordion feature that allows for an increase in the total borrowing size up to $550.0 million, subject to certain conditions and the satisfaction of specified financial covenants. Using this accordion feature, in July 2017, the Company increased its commitments under the Credit Facility from $435.0 million to $465.0 million, and in September 2017, the Company again increased its commitments under the Credit Facility from $465.0 million to $480.0 million.
Borrowings under the Credit Facility bear interest, subject to the Company's election, on a per annum basis equal to (i) the applicable base rate plus 1.75% (or 1.50% if the Company receives an investment grade credit rating), (ii) the applicable LIBOR rate plus 2.75% (or 2.50% if the Company receives an investment grade credit rating) or (iii) for borrowings denominated in Canadian dollars, the applicable Canadian Dealer Offered Rate plus 2.75% (or 2.50% if the Company receives an investment grade credit rating). The applicable base rate is equal to the greater of (i) the prime rate, (ii) the federal funds rate plus 0.5% or (iii) the adjusted one-month LIBOR plus 2.0%. The applicable LIBOR rate depends on the term of the draw under the Credit Facility. The Company pays a commitment fee of 1.00% per annum on undrawn amounts if the used portion of the Credit Facility is less than or equal to 25.0% of total commitments, or 0.375% per annum on undrawn amounts if the used portion of the Credit Facility is greater than 25.0% of total commitments. These commitment fees are included in interest and other financing fees on the Company's Unaudited Consolidated Statements of Operations. Borrowings under the Credit Facility are limited to a borrowing base, which includes certain cash and a portion of eligible debt investments.
As of March 31, 2018, the Company had United States dollar borrowings of $116.0 million outstanding under the Credit Facility with an interest rate of 4.42% and non-United States dollar borrowings denominated in Canadian dollars of $11.6 million ($9.0 million in United States dollars) outstanding under the Credit Facility with an interest rate of 4.42%. The borrowings denominated in Canadian dollars are translated into United States dollars based on the spot rate at each balance sheet date. The impact resulting from changes in foreign exchange rates on the Credit Facility borrowings is included in unrealized appreciation (depreciation) on foreign currency borrowings in the Company's Unaudited Consolidated Statements of Operations. The borrowings denominated in Canadian dollars may be positively or negatively affected by movements in the rate of exchange between the United States dollar and the Canadian dollar. This movement is beyond the control of the Company and cannot be predicted. As of December 31, 2017, the Company had United States dollar borrowings of $139.3 million outstanding under the Credit Facility with an interest rate of 4.12% and non-United States dollar borrowings denominated in Canadian dollars of $21.0 million ($16.8 million United States dollars) outstanding under the Credit Facility with a weighted average interest rate of 4.16%.
The fair value of the borrowings outstanding under the Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of March 31, 2018 and December 31, 2017, the fair values of the borrowings outstanding under the Credit Facility were $125.0 million and $156.1 million, respectively.
The Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining a minimum interest coverage ratio, (ii) maintaining a minimum consolidated tangible net worth, (iii) maintaining a minimum asset coverage ratio and (iv) maintaining the Company's status as a RIC and as a BDC. The Credit Facility also contains

41



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The Credit Facility also permits Branch Banking and Trust Company, the administrative agent, to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. As of March 31, 2018 and December 31, 2017, the Company was in compliance with all covenants of the Credit Facility.
Notes
In October 2012, the Company issued $70.0 million of unsecured notes due 2022 (the "December 2022 Notes") and in November 2012, issued $10.5 million of December 2022 Notes pursuant to the exercise of an over-allotment option. The December 2022 Notes mature on December 15, 2022, and may be redeemed in whole or in part at any time or from time to time at the Company's option. The December 2022 Notes bear interest at a rate of 6.375% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning December 15, 2012. As of both March 31, 2018 and December 31, 2017, the carrying amount of the December 2022 Notes was $79.0 million. As of March 31, 2018 and December 31, 2017, the fair values of the December 2022 Notes were $81.0 million and $80.9 million, respectively.
In February 2015, the Company issued $86.3 million of unsecured notes due 2022 (the "March 2022 Notes"). The March 2022 Notes mature on March 15, 2022 and may be redeemed in whole or in part at any time or from time to time at the Company's option. The March 2022 Notes bear interest at a rate of 6.375% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning March 15, 2015. The net proceeds to the Company from the sale of the March 2022 Notes, after underwriting discounts and offering expenses, were approximately $83.4 million. As of March 31, 2018 and December 31, 2017, the carrying amounts of the March 2022 Notes were $84.5 million and $84.4 million, respectively. As of March 31, 2018 and December 31, 2017, the fair values of the March 2022 Notes were $86.8 million and $86.9 million, respectively. The fair values of the December 2022 Notes and the March 2022 Notes are based on the closing prices of each respective security on the New York Stock Exchange, which are Level 1 inputs under ASC 820.
The indenture and supplements thereto relating to the December 2022 Notes and the March 2022 Notes contain certain covenants, including but not limited to (i) a requirement that the Company comply with the asset coverage requirement of the 1940 Act or any successor provisions, after giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (“SEC”), (ii) a requirement that the Company will not declare any cash dividend, or declare any other cash distribution, upon a class of its capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, the Company has an asset coverage (as defined in the 1940 Act) of at least 200% after deducting the amount of such dividend, distribution or purchase price, as the case may be, giving effect to any exemptive relief granted to the Company by the SEC and (iii) a requirement to provide financial information to the holders of the notes and the trustee under the indenture if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of March 31, 2018 and December 31, 2017, the Company was in compliance with all covenants of the December 2022 Notes and the March 2022 Notes.
6. EQUITY-BASED AND OTHER COMPENSATION PLANS
In February 2017, both the compensation committee of the Board and the Board adopted the Triangle Capital Corporation Omnibus Incentive Plan (the "Omnibus Plan"), and in May 2017, the Company’s stockholders approved the Omnibus Plan at the Company’s 2017 Annual Meeting of Stockholders. Prior to the approval of the Omnibus Plan, the Company compensated its professionals through two separate plans: the Amended and Restated 2007 Equity Incentive Plan (the "Equity Incentive Plan"), which provided for grants of restricted stock and options to employees, officers and directors, and the 2012 Executive Cash Incentive Plan (the "Cash Incentive Plan"), which provided for the payment of cash bonuses to employees and officers. The Omnibus Plan was created primarily for the purpose of combining the Equity Incentive Plan and the Cash Incentive Plan in order to reduce the administrative burden of monitoring the terms and conditions of two separate plans. The terms of the Equity Incentive Plan and the Cash Incentive Plan, as combined and reflected in the Omnibus Plan, are substantially similar to the respective terms of each standalone plan.
The Omnibus Plan provides for grants of restricted stock, incentive stock options, non-statutory stock options and cash-based and/or stock-based performance awards, collectively, “Awards,” to the Company’s existing and future employees. Equity-based awards granted under the Omnibus Plan to independent directors generally will vest over a one-year period and equity-based awards granted under the Omnibus Plan to executive officers and employees generally will vest ratably over a four-year period. In addition, the Omnibus Plan increased the maximum number of shares of the Company’s common stock with respect

42



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

to which Awards may be granted under the Omnibus Plan to 4,000,000 shares of the Company’s common stock from 2,400,000 shares of the Company’s common stock that were approved under the Equity Incentive Plan. The Omnibus Plan expires May 3, 2027.
The Company accounts for its equity-based compensation using the fair value method, as prescribed by ASC Topic 718, Stock Compensation. Accordingly, for restricted stock awards, the Company measures the grant date fair value based upon the market price of the Company’s common stock on the date of the grant and amortizes this fair value to compensation expense ratably over the requisite service period or vesting term.
The following table presents information with respect to equity-based compensation for the three months ended March 31, 2018 and 2017:
 
Three Months Ended
March 31, 2018
 
Three Months Ended
March 31, 2017
 
Number of
Shares
 
Weighted Average
Grant Date Fair
Value per Share
 
Number of
Shares
 
Weighted Average
Grant Date Fair
Value per Share
Unvested shares, beginning of period
748,674

 
$19.79
 
631,622

 
$21.23
Shares granted during the period
409,000

 
$10.68
 
347,000

 
$19.25
Shares vested during the period
(266,250
)
 
$20.66
 
(219,609
)
 
$22.65
Unvested shares, end of period
891,424

 
$15.35
 
759,013

 
$19.92

In both the three months ended March 31, 2018 and March 31, 2017, the Company recognized equity-based compensation expense of approximately $1.5 million. As of March 31, 2018, there was approximately $12.5 million of total unrecognized compensation cost related to the Company’s non-vested restricted shares. This cost is expected to be recognized over a weighted average period of approximately 2.1 years, however, if the sale of the Company's investment portfolio as discussed further in Note 10 - Subsequent Events, is consummated, such cost will be recognized at the closing of such transaction.
The Board has adopted a nonqualified deferred compensation plan covering the Company’s executive officers and key employees. Any compensation deferred and the Company’s contributions will earn a return based on the returns on certain investments designated by the Compensation Committee of the Board. Participants are 100% vested in amounts deferred under the deferred compensation plan and the earnings thereon. Contributions to the plan and earnings thereon generally vest ratably over a four-year period.
The Company maintains a 401(k) plan in which all full-time employees who are at least 21 years of age are eligible to participate and receive employer contributions. Eligible employees may contribute a portion of their compensation on a pretax basis into the 401(k) plan up to the maximum amount allowed under the Code, and direct the investment of their contributions.
7. TRANSACTIONS WITH CONTROLLED COMPANIES
During each of the three months ended March 31, 2018 and 2017, the Company received management fees from SRC Worldwide, Inc., a wholly-owned subsidiary of CRS-SPV, Inc., of $100,000. These fees were recognized as fee income in the Company's Unaudited Consolidated Statements of Operations. In addition, during the three months ended March 31, 2018 and 2017, the Company recognized dividend and interest income from control investments as disclosed in Note 3 - Schedule of Investments in and Advances to Affiliates.

43



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

8. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company's portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The balances of unused commitments to extend financing as of March 31, 2018 and December 31, 2017 were as follows:
Portfolio Company
Investment Type
March 31, 2018
 
December 31, 2017
Deva Holdings, Inc.
Revolver
$
2,500,000

 
$
2,500,000

DLC Acquisition, LLC
Revolver
1,800,000

 
1,800,000

Frank Entertainment Group, LLC(1)
Delayed Draw Senior
130,212

 
130,212

Frank Entertainment Group, LLC(1)
Delayed Draw Second Lien
303,827

 
303,827

HKW Capital Partners IV, L.P.
Private Equity
91,985

 
214,823

ICP Industries Inc.
Delayed Draw Term Loan

 
5,000,000

Lakeview Health Acquisition Company(1)
Revolver
1,387,367

 
1,387,367

Micross Solutions, LLC(1)
Delayed Draw Term Loan
3,000,000

 
3,000,000

Nautic Partners VII, LP(1)
Private Equity
492,853

 
509,080

Orchid Underwriters Agency, LLC
Delayed Draw Term Loan
649,143

 
649,143

Schweiger Dermatology Group, LLC
Delayed Draw Term Loan

 
4,500,000

SCUF Gaming, Inc.(1)
Revolver
2,000,000

 
2,000,000

Smile Brands, Inc.
Equity Investment
1,000,000

 
1,000,000

Smile Brands, Inc.
Delayed Draw Term Loan
19,096,531

 
18,826,531

SPC Partners V, LP
Private Equity
185,297

 
185,297

SPC Partners VI, LP
Private Equity
2,524,550

 
2,792,172

Tate's Bake Shop
Revolver
550,000

 
550,000

Technology Crops, LLC(1)
Revolver
1,250,000

 

TGaS Advisors, LLC
Revolver
2,000,000

 
2,000,000

Vinvention Capital Partners TE LP (F/K/A Nomacorc, LLC) (1)
Equity Investment
633,385

 
838,813

Total unused commitments to extend financing
 
$
39,595,150

 
$
48,187,265

(1)
Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost. The Company's estimate of the fair value of the current investments in this portfolio company includes an analysis of the value of any unfunded commitments.
The Company and certain current and former executive officers have been named as defendants in two putative securities class action lawsuits, each filed in the United States District Court for the Southern District of New York (and then transferred to the United States District Court for the Eastern District of North Carolina) on behalf of all persons who purchased or otherwise acquired our common stock between May 7, 2014 and November 1, 2017. The first lawsuit was filed on November 21, 2017, and was captioned Elias Dagher, et al., v. Triangle Capital Corporation, et al., Case No. 5:18-cv-00015-FL (the “Dagher Action”). The second lawsuit was filed on November 28, 2017, and was captioned Gary W. Holden, et al., v. Triangle Capital Corporation, et al., Case No. 5:18-cv-00010-FL (the “Holden Action”). The Dagher Action and the Holden Action were consolidated and are currently captioned In re Triangle Capital Corp. Securities Litigation, Master File No. 5:18-cv-00010-FL.  
On April 10, 2018, the plaintiff filed its First Consolidated Amended Complaint. The complaint, as currently amended, alleges certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s business, operations and prospects between May 7, 2014 and November 1, 2017. The plaintiff seeks compensatory damages and attorneys’ fees and costs, among other relief, but did not specify the amount of damages being sought. The time for the defendants to respond to the complaint has not yet expired.    
In addition, the Company is party to certain lawsuits in the normal course of business. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies.

44



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

While the outcome of any open legal proceedings, including those described above, cannot at this time be predicted with certainty, the Company does not expect that any reasonably possible losses arising from these matters will materially affect its financial condition or results of operations. Furthermore, in management's opinion, it is not possible to estimate a range of reasonably possible losses with respect to litigation contingencies.

9. FINANCIAL HIGHLIGHTS
The following is a schedule of financial highlights for the three months ended March 31, 2018 and 2017:
 
Three Months Ended March 31,
 
2018
 
2017
Per share data:
 
 
 
Net asset value at beginning of period
$
13.43

 
$
15.13

Net investment income(1)
0.27

 
0.42

Net realized loss on investments(1)
(0.15
)
 
(0.31
)
Net unrealized appreciation on investments / foreign currency(1)
0.19

 
0.06

Total increase from investment operations(1)
0.31

 
0.17

Dividends paid to stockholders from net investment income
(0.30
)
 
(0.45
)
Common stock offering

 
0.61

Stock-based compensation
(0.07
)
 
(0.11
)
Other(2)
(0.01
)
 
(0.06
)
Net asset value at end of period
$
13.36

 
$
15.29

Market value at end of period(3)
$
11.13

 
$
19.09

Shares outstanding at end of period
48,024,614

 
47,681,397

Net assets at end of period
$
641,511,702

 
$
729,207,289

Average net assets
$
644,726,863

 
$
613,068,728

Ratio of total expenses, including provision for taxes, to average net assets (annualized)
8.32
%
 
8.07
%
Ratio of net investment income to average net assets (annualized)
7.89
%
 
11.63
%
Portfolio turnover ratio
2.60
%
 
5.44
%
Total return(4)
20.41
%
 
6.54
%
Supplemental Data:
 
 
 
Efficiency ratio(5)
22.09
%
 
18.09
%
(1)
Weighted average basic per share data.
(2)
Represents the impact of the different share amounts used in calculating per share data as a result of calculating certain per share data based upon the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
(3)
Represents the closing price of the Company’s common stock on the last day of the period.
(4)
Total return is based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by the Company's dividend reinvestment plan during the period. Total return is not annualized.
(5)
Efficiency ratio equals the sum of (i) compensation and related expenses and (ii) general and administrative expenses divided by total investment income.

45



TRIANGLE CAPITAL CORPORATION
Notes to Unaudited Consolidated Financial Statements — (Continued)

10. SUBSEQUENT EVENTS
On April 3, 2018, the Company entered into an asset purchase agreement (the "Asset Purchase Agreement") with an affiliate of Benefit Street Partners L.L.C. (the "Asset Buyer”) under which the Company will, subject to stockholder approval, sell its December 31, 2017 investment portfolio, subject to certain adjustments to take into account portfolio activity since such date, to the Asset Buyer for approximately $981.2 million in cash. Simultaneously therewith, the Company entered into a stock purchase and transaction agreement (the "Externalization Agreement") with Barings LLC (“Barings”), through which Barings, subject to stockholder approval, will become the investment adviser to the Company in exchange for a cash payment from Barings of $85.0 million, or $1.78 per share, directly to the Company’s stockholders. In addition, Barings will make an investment of $100.0 million in newly issued shares of the Company’s common stock at net asset value at closing. Furthermore, Barings has committed to purchase up to $50.0 million of shares of the Company’s common stock in the open market at prices up to and including the then-current net asset value for a period of two years post-closing, after which Barings has agreed to use any remaining funds from the $50.0 million to purchase shares from the Company at the greater of the then-current net asset value and market price. Barings’ total financial commitment to the transaction is $235.0 million. Immediately following the closing of these transactions, the Company will launch a $50.0 million issuer tender to purchase shares of its common stock at prices up to and including net asset value per share.
The sale of the Company's investment portfolio to the Asset Buyer and the $85.0 million stockholder payment by Barings represent total cash consideration to the Company and to the Company's stockholders, net of the repayment of outstanding debt, of $691.2 million, or approximately $14.48 per share as of December 31, 2017, and 1.08x the Company’s December 31, 2017 net asset value per share. Net of estimated transaction expenses, other one-time charges and the repayment of outstanding debt, the sale of the Company’s December 31, 2017 investment portfolio and the $85.0 million stockholder payment represents total cash consideration to the Company and to the Company's stockholders of $658.6 million, or approximately $13.80 per share as of December 31, 2017, and 1.03x the Company’s December 31, 2017 net asset value. 
The Company’s Board of Directors has unanimously approved the Asset Purchase Agreement, the Externalization Agreement and the transactions contemplated thereby, including the investment advisory agreement pursuant to which Barings will act as the Company’s investment adviser, and, subject to certain conditions, will recommend that the Company’s stockholders approve the same, along with certain other elements of the transactions. The Company intends to hold a special meeting of stockholders as soon as practicable to obtain the requisite stockholder approvals. Based on the terms of the Asset Purchase Agreement under which the Asset Buyer is deemed to have acquired the economics of the Company's investment portfolio at the signing thereof, the Company expects to discontinue paying a quarterly dividend starting with the second quarter of 2018. Assuming the proposed transactions are approved by the Company's stockholders, the Company expects the transactions to close in June or July of 2018, at which time stockholders will receive the payment of $1.78 per share as part of the Barings externalization transaction.
In conjunction with the closing of the proposed transactions, the Company will announce the redemption of the December 2022 Notes with an aggregate principal amount outstanding of $80.5 million and the March 2022 Notes with an aggregate principal amount outstanding of $86.25 million. Both series of notes will be redeemed, following at least 30 days’ notice prior to the date determined for redemption, at a price equal to the outstanding principal amount of the notes plus accrued interest to the date of redemption.


46



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion is designed to provide a better understanding of our unaudited consolidated financial statements for the three months ended March 31, 2018, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2017. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.
Forward-Looking Statements
Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors discussed herein and in Item 1A entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2017. Other factors that could cause actual results to differ materially include, but are not limited to, changes in the economy, risks associated with possible disruption due to terrorism in our operations or the economy generally, and future changes in laws or regulations and conditions in our operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
The Asset Sale and Externalization Transactions
As described further below, under “Recent Developments,” on April 3, 2018, we entered into: (i) an Asset Purchase Agreement, or the Asset Purchase Agreement, by and between us and BSP Asset Acquisition I, LLC (an affiliate of Benefit Street Partners L.L.C., or BSP), or the Asset Buyer and (ii) a Stock Purchase and Transaction Agreement, or the Externalization Agreement, by and between us and Barings LLC, or Barings (collectively, the "Transactions"). As discussed in greater detail below, if the transactions contemplated by the Asset Purchase Agreement and Externalization Agreement are completed, we will sell substantially all of our investment portfolio to the Asset Buyer and thereafter will commence operations as an externally managed BDC managed by Barings. In view of the foregoing, and in accordance with the terms of the Asset Purchase Agreement and Externalization Agreement, our focus has shifted primarily to managing our existing portfolio in contemplation of the transactions contemplated by the Asset Purchase Agreement and the Externalization Agreement, or the Transactions, rather than actively originating and/or selling portfolio investments.
Overview of Our Business
We are a Maryland corporation which has elected to be treated and operates as an internally managed business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Our wholly-owned subsidiaries, Triangle Mezzanine Fund LLLP, or Triangle SBIC, Triangle Mezzanine Fund II LP, or Triangle SBIC II and Triangle Mezzanine Fund III LP, or Triangle SBIC III, are licensed as small business investment companies, or SBICs, by the United States Small Business Administration, or SBA. In addition, Triangle SBIC has also elected to be treated as a BDC under the 1940 Act. We, Triangle SBIC, Triangle SBIC II and Triangle SBIC III invest primarily in debt instruments, equity investments, warrants and other securities of lower middle market privately-held companies located primarily in the United States.

47



Our business has historically been to provide capital to lower middle market companies located primarily in the United States. We focus on investments in companies with a history of generating revenues and positive cash flows, an established market position and a proven management team with a strong operating discipline. Our target portfolio company has annual revenues between $20.0 million and $300.0 million and annual earnings before interest, taxes, depreciation and amortization, or EBITDA, between $5.0 million and $75.0 million.
We have invested primarily in senior and subordinated debt securities of privately held companies, generally secured by security interests in portfolio company assets. In addition, we generally invest in one or more equity instruments of the borrower, such as direct preferred or common equity interests. Our investments generally range from $5.0 million to $50.0 million per portfolio company. In certain situations, we have partnered with other funds to provide larger financing commitments.
We generate revenues in the form of interest income, primarily from our investments in debt securities, loan origination and other fees and dividend income. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. In addition, we generate revenue in the form of capital gains, if any, on warrants or other equity-related securities that we acquire from our portfolio companies. Our debt investments generally have a term of between three and seven years. In addition, our fixed debt investments typically bear interest between 10.0% and 15.0% per annum and our variable debt investments generally bear interest between LIBOR plus 550 basis points and LIBOR plus 950 basis points per annum. Certain of our debt investments have a form of interest, referred to as payment-in-kind, or PIK, interest, that is not paid currently but is instead accrued and added to the loan balance and paid at the end of the term. In our negotiations with potential portfolio companies, we generally seek to minimize PIK interest. Cash interest on our debt investments is generally payable quarterly; however, some of our debt investments pay cash interest on a monthly basis.
As of March 31, 2018 and December 31, 2017, the weighted average yield on our outstanding debt investments other than non-accrual debt investments was approximately 10.9% and 11.0%, respectively. The weighted average yield on all of our outstanding investments (including equity and equity-linked investments but excluding non-accrual debt investments) was approximately 9.4% and 9.6% as of March 31, 2018 and December 31, 2017, respectively. The weighted average yield on all of our outstanding investments (including equity and equity-linked investments and non-accrual debt investments) was approximately 8.4% and 8.5% as of March 31, 2018 and December 31, 2017, respectively.
Triangle SBIC, Triangle SBIC II and Triangle SBIC III are eligible to issue debentures to the SBA, which pools these with debentures of other SBICs and sells them in the capital markets at favorable interest rates, in part as a result of the guarantee of payment from the SBA. Triangle SBIC, Triangle SBIC II and Triangle SBIC III invest these funds in portfolio companies. We intend to continue to operate Triangle SBIC, Triangle SBIC II and Triangle SBIC III as SBICs, subject to SBA approval, and to utilize the proceeds from the issuance of SBA-guaranteed debentures, referred to herein as SBA leverage, to enhance returns to our stockholders.
Recent Developments
Since our IPO in 2007, competition for private debt investment opportunities in the lower middle market has significantly intensified. One of the primary drivers of increased competition has been a large influx of capital from global investors seeking yield due to persistent low interest rates. This influx of capital has led to the formation of new competitive market participants with substantial amounts of capital to deploy, formidable financial, technological and marketing resources, and individualized risk tolerances. In addition, structural innovations within the leveraged loan market have afforded borrowers greater financing alternatives, thereby creating pricing pressure on all loan product categories. The combination of large inflows of capital, new competitive entrants, and expanded loan product offerings has created an imbalance between supply and demand and resulted in interest rate spread tightening and therefore the lowering of weighted-average yields associated with the investment portfolios of most BDC industry participants, including ours.
Historically, we have focused on investments in subordinated debt (or mezzanine) securities, which generally produce higher yields but typically carry higher amounts of principal risk versus more senior-oriented securities. For many years, this mezzanine strategy served us well, resulting in positive risk-adjusted returns and strong dividends per share. However, as our management began to observe the emerging trends noted above and more fully understand their potential impact, we began shifting the composition of our investment portfolio towards more lower-risk, senior securities and also towards larger companies which were expected to perform well in a later-stage economic environment. While investing in senior securities can reduce risks for stockholders due to lower volatility associated with fluctuations in principal loan values, such an investing strategy also produces lower investment yields and, depending on investment portfolio composition, reduces the overall weighted average yield of our investment portfolio. In order to control one’s investment position in senior securities, meaningfully larger commitments of capital are required on a per company basis as compared to junior securities such as

48



subordinated or mezzanine debt. As we continued to face competition from larger, more well-capitalized debt capital providers, yield compression associated with our shift towards investing in senior securities further contributed to our net investment income and put pressure on our ability to sustain historic dividend levels. Consequently, in late 2015, our management and Board of Directors began reviewing strategic options by which we could enhance our competitive positioning in the direct lending industry. In 2016 and 2017, our management met regularly with external financial advisors to gain additional perspectives on the direct lending industry and on ways we might consider enhancing stockholder value.
Following the end of the fiscal quarter ended September 30, 2017, and in light of the challenges being presented by persistent low interest rates, new competition, a broader range of available financing products, and our size constraints due to our comparatively small balance sheet, our Board of Directors concluded that in order to maximize stockholder value over the longer term, we likely would be best served by finding a suitable strategic partner having the scale, scope, range of financing products and risk profile to navigate the increasingly sophisticated direct lending market. As a result, our Board of Directors formally engaged a financial advisor in November 2017 to explore potential strategic alternatives.
After a comprehensive review of potential strategic alternatives, on April 3, 2018, we entered into the Asset Purchase Agreement with the Asset Buyer under which we agreed, subject to stockholder approval, to sell our December 31, 2017 investment portfolio, subject to certain adjustments to take into account portfolio activity since such date, to the Asset Buyer for approximately $981.2 million in cash, such sale referred to herein as the Asset Sale. Simultaneously therewith, we entered the Externalization Agreement with Barings, through which Barings, subject to stockholder approval, will become our investment adviser in exchange for a cash payment from Barings of $85.0 million, or $1.78 per share, directly to our stockholders. In addition, Barings will make an investment of $100.0 million in newly issued shares of our common stock at net asset value at the closing of the Transactions. Furthermore, Barings has committed to purchase up to $50.0 million of our common stock in the open market at prices up to and including the then-current net asset value for a period of two years post-closing, after which Barings has agreed to use any remaining funds from the $50.0 million to purchase additional newly issued shares at the greater of the then-current net asset value and market price. Barings’ total financial commitment to the Transactions is $235.0 million. Immediately following the closing of the Transactions, we will launch a $50.0 million issuer tender to purchase shares of our common stock at prices up to and including net asset value per share. The transactions with Barings contemplated by the Externalization Agreement are collectively referred to herein as the Externalization Transaction.
The sale of our investment portfolio to the Asset Buyer and the $85.0 million stockholder payment by Barings represent total cash consideration to us and to our stockholders, net of the repayment of outstanding debt, of $691.2 million, or approximately $14.48 per share as of December 31, 2017, and 1.08x our December 31, 2017 net asset value per share. Net of estimated transaction expenses, other one-time charges and the repayment of outstanding debt, the sale of our December 31, 2017 investment portfolio and the $85.0 million stockholder payment represents total cash consideration to us and to our stockholders of $658.6 million, or approximately $13.80 per share as of December 31, 2017, and 1.03x our December 31, 2017 net asset value.
Our Board of Directors has unanimously approved the Asset Purchase Agreement, the Externalization Agreement and the transactions contemplated thereby, including the investment advisory agreement pursuant to which Barings will act as our investment adviser, or the Advisory Agreement, and, subject to certain conditions, will recommend that our stockholders approve the same, along with certain other elements of the Transactions. We intend to hold a special meeting of our stockholders, or the Special Meeting, as soon as practicable to obtain the requisite stockholder approvals. Based on the terms of the Asset Purchase Agreement under which the Asset Buyer is deemed to have acquired the economics of our investment portfolio at the signing thereof, we expect to discontinue paying a quarterly dividend starting with the second quarter of 2018. Assuming the Transactions are approved by our stockholders, we expect the transactions to close in June or July of 2018, at which time stockholders will receive the payment of $1.78 per share as part of the Externalization Transaction.
In conjunction with the closing of the Transactions, we will announce the redemption of our unsecured 6.375% notes due December 15, 2022, or the December 2022 Notes, with an aggregate principal amount outstanding of $80.5 million and our unsecured 6.375% notes due March 15, 2022, or the March 2022 Notes, with an aggregate principal amount outstanding of $86.25 million. Both series of notes will be redeemed, following at least 30 days’ notice prior to the date determined for redemption, at a price equal to the outstanding principal amount of the notes plus accrued interest to the date of redemption.
Portfolio Investment Composition
The total value of our investment portfolio was $964.0 million as of March 31, 2018, as compared to $1,016.3 million as of December 31, 2017. As of March 31, 2018, we had investments in 86 portfolio companies with an aggregate cost of $1,059.4 million. As of December 31, 2017, we had investments in 89 portfolio companies with an aggregate cost of $1,121.6 million. As of both March 31, 2018 and December 31, 2017, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

49



As of March 31, 2018 and December 31, 2017, our investment portfolio consisted of the following investments:
 
Cost
 
Percentage of
Total
Portfolio
 
Fair Value
 
Percentage of
Total
Portfolio
March 31, 2018:
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
634,127,821

 
60
%
 
$
532,821,494

 
55
%
Senior debt and 1st lien notes
291,570,639

 
28

 
275,617,921

 
29

Equity shares
132,001,713

 
12

 
154,162,815

 
16

Equity warrants
1,691,617

 

 
1,383,000

 

 
$
1,059,391,790

 
100
%
 
$
963,985,230

 
100
%
December 31, 2017:
 
 
 
 
 
 
 
Subordinated debt and 2nd lien notes
$
710,543,854

 
63
%
 
$
589,548,358

 
58
%
Senior debt and 1st lien notes
275,088,787

 
25

 
262,803,297

 
26

Equity shares
134,301,587

 
12

 
162,543,691

 
16

Equity warrants
1,691,617

 

 
1,389,000

 

 
$
1,121,625,845

 
100
%
 
$
1,016,284,346

 
100
%

Investment Activity
During the three months ended March 31, 2018, we made debt investments in four existing portfolio companies totaling $26.8 million and equity investments in five existing portfolio companies totaling $1.5 million. We had six portfolio company loans repaid at par totaling $64.0 million and received normal principal repayments and partial loan prepayments totaling $4.7 million in the three months ended March 31, 2018. We recognized a $16.1 million realized loss related to the exchange of one portfolio company debt investment for equity in that portfolio company. We received a $3.8 million distribution from one portfolio company and recognized this distribution as long-term capital gain income. In addition, we received proceeds related to the sales of certain equity securities totaling $8.9 million and recognized net realized gains on such sales totaling $5.1 million in the three months ended March 31, 2018.
During the three months ended March 31, 2017, we made nine new investments totaling $146.6 million, debt investments in six existing portfolio companies totaling $14.3 million and equity investments in six existing portfolio companies totaling $0.6 million. We had three portfolio company loans repaid at par totaling $43.6 million and received normal principal repayments and partial loan prepayments totaling $3.9 million in the three months ended March 31, 2017. We converted a portion of a subordinated debt investment in one portfolio company into an equity investment and recognized a realized loss on such conversion totaling $0.3 million. We wrote off equity investments in three portfolio companies and recognized realized losses on the write-offs totaling $4.1 million and wrote off debt investments in two portfolio companies and recognized realized losses on the write-offs of $13.1 million. In addition, we received proceeds related to the sales of certain equity securities totaling $6.3 million and recognized net realized gains on such sales totaling $4.1 million in the three months ended March 31, 2017.

50



Total portfolio investment activity for the three months ended March 31, 2018 and 2017 was as follows:
Three Months Ended
March 31, 2018:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Total
Fair value, beginning of period
$
589,548,358

 
$
262,803,297

 
$
162,543,691

 
$
1,389,000

 
$
1,016,284,346

New investments
7,500,000

 
19,274,897

 
1,510,176

 

 
28,285,073

Reclassifications
(8,617,000
)
 
8,617,000

 

 

 

Proceeds from sales of investments

 

 
(12,679,815
)
 
(708
)
 
(12,680,523
)
Loan origination fees received

 
(205,499
)
 

 

 
(205,499
)
Principal repayments received
(54,962,057
)
 
(13,797,604
)
 

 

 
(68,759,661
)
PIK interest earned
1,614,863

 
113,858

 

 

 
1,728,721

PIK interest payments received
(1,751,161
)
 
(1,403,097
)
 

 

 
(3,154,258
)
Accretion of loan discounts
5,986

 

 

 

 
5,986

Accretion of deferred loan origination revenue
1,019,197

 
205,195

 

 

 
1,224,392

Realized gain (loss)
(17,548,759
)
 

 
8,869,765

 
708

 
(8,678,286
)
Unrealized gain (loss)
16,012,067

 
9,874

 
(6,081,002
)
 
(6,000
)
 
9,934,939

Fair value, end of period
$
532,821,494

 
$
275,617,921

 
$
154,162,815

 
$
1,383,000

 
$
963,985,230

Weighted average yield on debt investments at end of period(1)
 
 
 
10.9
%
Weighted average yield on total investments at end of period(1)
 
 
 
9.4
%
Weighted average yield on total investments at end of period
 
 
 
8.4
%
(1)
Excludes non-accrual debt investments
Three Months Ended
March 31, 2017:
Subordinated
Debt and 2nd
Lien Notes
 
Senior Debt
and 1st Lien
Notes
 
Equity
Shares
 
Equity
Warrants
 
Total
Fair value, beginning of period
$
690,159,367

 
$
191,643,157

 
$
154,216,657

 
$
1,888,000

 
$
1,037,907,181

New investments
64,868,421

 
91,059,316

 
5,590,356

 

 
161,518,093

Reclassifications

 

 

 

 

Proceeds from sales of investments

 

 
(6,266,765
)
 
(33,003
)
 
(6,299,768
)
Loan origination fees received
(1,255,000
)
 
(1,383,485
)
 

 

 
(2,638,485
)
Principal repayments received
(46,128,905
)
 
(1,342,038
)
 

 

 
(47,470,943
)
PIK interest earned
3,041,385

 
336,463

 

 

 
3,377,848

PIK interest payments received
(2,687,416
)
 

 

 

 
(2,687,416
)
Accretion of loan discounts
28,786

 
54,694

 

 

 
83,480

Accretion of deferred loan origination revenue
1,092,544

 
256,865

 

 

 
1,349,409

Realized gain (loss)
(13,353,325
)
 

 
493,363

 
(458,997
)
 
(13,318,959
)
Unrealized gain (loss)
3,009,036

 
(470,608
)
 
(1,831,066
)
 
681,000

 
1,388,362

Fair value, end of period
$
698,774,893

 
$
280,154,364

 
$
152,202,545

 
$
2,077,000

 
$
1,133,208,802

Weighted average yield on debt investments at end of period(1)
 
 
 
11.5
%
Weighted average yield on total investments at end of period(1)
 
 
 
10.1
%
Weighted average yield on total investments at end of period
 
 
 
10.1
%
(1)
Excludes non-accrual debt investments

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Non-Accrual Assets
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of March 31, 2018, the fair value of our non-accrual assets was $16.9 million, which comprised 1.8% of the total fair value of our portfolio, and the cost of our non-accrual assets was $106.2 million, which comprised 10.0% of the total cost of our portfolio. As of December 31, 2017, the fair value of our non-accrual assets was $15.8 million, which comprised 1.6% of the total fair value of our portfolio, and the cost of our non-accrual assets was $120.1 million, which comprised 10.7% of the total cost of our portfolio.
Our non-accrual assets as of March 31, 2018 were as follows:
Cafe Enterprises, Inc.
During the three months ended June 30, 2017, we placed our subordinated debt investment in Cafe Enterprises, Inc., or Cafe, on PIK non-accrual status. In September 2017, we placed our debt investments in Cafe on non-accrual status effective with the quarterly payments due September 30, 2017. As a result, under U.S. GAAP, we no longer recognize interest income on our debt investments in Cafe for financial reporting purposes. As of March 31, 2018, the cost of our debt investments in Cafe was $15.7 million and the fair value of such investments was zero.
Community Intervention Services, Inc.
In June 2017, we placed our debt investment in Community Intervention Services, Inc., or Community, on non-accrual status effective with the quarterly payment due June 30, 2017. As a result, under U.S. GAAP, we no longer recognize interest income on our debt investment in Community for financial reporting purposes. As of March 31, 2018, the cost of our debt investment in Community was $17.7 million and the fair value of such investment was zero.
Eckler's Holdings, Inc.
During the three months ended June 30, 2017, we placed our subordinated debt investment in Eckler's Holdings, Inc., or Eckler's, on PIK non-accrual status and in September 2017, we placed our debt investment in Eckler's on non-accrual status effective with the quarterly payment due September 30, 2017. As a result, under U.S. GAAP, we no longer recognize interest income on our debt investment in Eckler's for financial reporting purposes. As of March 31, 2018, the cost of our debt investment in Eckler's was $13.2 million and the fair value of such investment was $0.2 million.
Frank Entertainment Group, LLC
In September 2017, we placed our debt investments in Frank Entertainment Group, LLC, or Frank, on non-accrual status effective with the monthly payments due July 31, 2017. As a result, under U.S. GAAP, we no longer recognize interest income on our debt investments in Frank for financial reporting purposes. As of March 31, 2018, the cost of our debt investments in Frank was $13.4 million and the fair value of such investments was $6.3 million.
FrontStream Holdings, LLC
In September 2017, we placed our debt investment in FrontStream Holdings, LLC, or Frontstream, on non-accrual status effective with the quarterly payment due September 30, 2017. As a result, under U.S. GAAP, we no longer recognize interest income on our debt investment in Frontstream for financial reporting purposes. As of March 31, 2018, the cost of our debt investment in Frontstream was $16.5 million and the fair value of such investment was $8.6 million.
GST AutoLeather, Inc.
On October 3, 2017, GST AutoLeather, Inc., or GST, filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. As a result, we placed our debt investment in GST on non-accrual status effective with the quarterly payment due September 30, 2017, and under U.S. GAAP, we no longer recognize interest income on our debt investment in GST for financial reporting purposes. As of March 31, 2018, the cost of our debt investment in GST was $23.1 million and the fair value of such investment was $0.2 million.

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Media Storm, LLC
In September 2017, we placed our debt investment in Media Storm, LLC, or Media Storm, on non-accrual status effective with the quarterly payment due September 30, 2017. As a result, under U.S. GAAP, we no longer recognize interest income on our debt investment in Media Storm for financial reporting purposes. As of March 31, 2018, the cost of our debt investment in Media Storm was $6.5 million and the fair value of such investment was $1.6 million.
Results of Operations
Comparison of three months ended March 31, 2018 and March 31, 2017
Investment Income
For the three months ended March 31, 2018, total investment income was $26.1 million, a 13.6% decrease from $30.2 million of total investment income for the three months ended March 31, 2017. This decrease was primarily attributable to a decrease in portfolio debt investments from March 31, 2017 to March 31, 2018, a decrease in the weighted average yield on our debt investments from March 31, 2017 to March 31, 2018, a $0.5 million decrease in non-recurring fee income and a $0.1 million decrease in non-recurring dividend income. The weighted average yield on our debt investments (other than non-accrual investments) was 10.9% as of March 31, 2018, as compared to 11.5% as of March 31, 2017. Non-recurring fee income was $1.0 million for the three months ended March 31, 2018, as compared to $1.5 million for the three months ended March 31, 2017. Non-recurring dividend income was $0.2 million for the three months ended March 31, 2018, as compared to $0.3 million for the three months ended March 31, 2017.
Operating Expenses
For the three months ended March 31, 2018, operating expenses increased by 7.9% to $13.4 million from $12.4 million for the three months ended March 31, 2017. Our operating expenses consist of interest and other financing fees, compensation expenses and general and administrative expenses.
For the three months ended March 31, 2018, interest and other financing fees increased by 9.8% to $7.6 million from $6.9 million for the three months ended March 31, 2017. The increase in interest and other financing fees was primarily related to increased borrowings under our third amended and restated senior secured credit facility, as amended on May 1, 2017, or the Credit Facility.
Compensation expenses are primarily influenced by headcount and levels of business activity. Our compensation expenses include salaries, discretionary compensation, equity-based compensation and benefits. Discretionary compensation is significantly impacted by our level of total investment income, our investment results, including investment realizations, prevailing labor markets and the external environment. As a result of these and other factors, our compensation expenses can fluctuate materially from period to period. Accordingly, the amount of compensation expenses recognized in any particular period may not be indicative of compensation expenses in a future period.
For the three months ended March 31, 2018, compensation expenses decreased by 3.7% to $4.1 million from $4.3 million for the three months ended March 31, 2017. For the three months ended March 31, 2018, general and administrative expenses increased by 37.8% to $1.7 million from $1.2 million for the three months ended March 31, 2017. The increase in general and administrative expenses was primarily related to increased legal expenses and other direct costs related to our strategic alternatives review process announced by our Board of Directors in November 2017. See further discussion above in the "Recent Developments" section.
In addition, our efficiency ratio (defined as the sum of compensation expenses and general and administrative expenses as a percentage of total investment income) increased to 22.1% for the three months ended March 31, 2018 from 18.1% for the three months ended March 31, 2017.
Net Investment Income
As a result of the $4.1 million decrease in total investment income and the $1.0 million increase in operating expenses, net investment income decreased by 28.6% to $12.7 million for the three months ended March 31, 2018 as compared to $17.8 million for the three months ended March 31, 2017.
Net Increase/Decrease in Net Assets Resulting from Operations
In the three months ended March 31, 2018, we recognized realized losses totaling $7.3 million, which consisted primarily of a loss on the restructuring of one non-control/non-affiliate investment totaling $16.1 million and a net loss on the sale/

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repayment of one affiliate investment totaling $0.5 million, partially offset by a gain from a tax distribution from an affiliate investment totaling $3.8 million and net gains from the sales of ten non-control/non-affiliate investments totaling $5.6 million. In addition, during the three months ended March 31, 2018, we recorded net unrealized appreciation totaling $9.1 million, consisting of net unrealized depreciation on our current portfolio of $2.5 million and net unrealized appreciation reclassification adjustments of $11.6 million related to the realized gains and losses noted above.
In the three months ended March 31, 2017, we recognized realized losses totaling $13.3 million, which consisted primarily of a net loss on the write-off of one control investment totaling $4.5 million and net losses on the restructuring/write-off of three non-control investments totaling $13.0 million, partially offset by a net gain on the sale of one non-control/non-affiliate investment totaling $0.6 million and net gains on the sales of three affiliate investments totaling $3.5 million. In addition, during the three months ended March 31, 2017, we recorded net unrealized appreciation totaling $2.7 million, consisting of net unrealized depreciation on our current portfolio of $9.6 million and net unrealized appreciation reclassification adjustments of $12.3 million related to the realized gains and losses noted above.
As a result of these events, our net increase in net assets resulting from operations was $14.5 million for the three months ended March 31, 2018, as compared to a net increase in net assets resulting from operations of $7.2 million for the three months ended March 31, 2017.
Liquidity and Capital Resources
We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months.
In the future, depending on the valuation of Triangle SBIC’s assets, Triangle SBIC II's assets and Triangle SBIC III’s assets pursuant to SBA guidelines, Triangle SBIC, Triangle SBIC II and Triangle SBIC III may be limited by provisions of the Small Business Investment Act of 1958, as amended, or the Small Business Investment Act, and SBA regulations governing SBICs, from making certain distributions to Triangle Capital Corporation that may be necessary to enable Triangle Capital Corporation to make the minimum required distributions to its stockholders and qualify as a regulated investment company, or RIC.
Cash Flows
For the three months ended March 31, 2018, we experienced a net increase in cash and cash equivalents in the amount of $16.1 million. During that period, our operating activities provided $62.4 million in cash, consisting primarily of repayments received from portfolio companies and proceeds from sales of investments totaling $81.4 million, which in addition to the cash provided by other operating activities, was partially offset by portfolio investments of $28.3 million. In addition, financing activities decreased cash by $46.3 million, consisting primarily of repayments under the Credit Facility of $30.6 million and cash dividends paid in the amount of $14.4 million. As of March 31, 2018, we had $207.9 million of cash and cash equivalents on hand.
For the three months ended March 31, 2017, we experienced a net decrease in cash and cash equivalents in the amount of $16.5 million. During that period, our operating activities used $89.3 million in cash, consisting primarily of new portfolio investments of $161.5 million, partially offset by repayments received from portfolio companies and proceeds from sales of portfolio investments of approximately $53.8 million. In addition, our financing activities increased cash by $72.8 million, consisting primarily of proceeds from our public stock offering of $132.2 million, partially offset by cash dividends paid in the amount of $20.7 million and net repayments under the Credit Facility of $36.1 million. As of March 31, 2017, we had $90.6 million of cash and cash equivalents on hand.
Financing Transactions
Due to Triangle SBIC’s, Triangle SBIC II's and Triangle SBIC III’s status as licensed SBICs, Triangle SBIC, Triangle SBIC II and Triangle SBIC III have the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the Small Business Investment Act and the SBA rules applicable to SBICs, an SBIC (or group of SBICs under common control) can have outstanding at any time debentures guaranteed by the SBA up to two times (and in certain cases, with SBA approval, up to three times) the amount of its regulatory capital, as such term is defined in the SBA regulations. The maximum statutory limit on the dollar amount of outstanding debentures guaranteed by the SBA issued by a single SBIC is currently $150.0 million and by a group of SBICs under common control is $350.0 million, subject to SBA approval. Debentures guaranteed by the SBA have a maturity of ten years, with interest payable semi-annually. The principal amount of the debentures is not required to be paid before maturity but may be prepaid at any time, without penalty. As a result of its

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guarantee of our SBA-guaranteed debentures, the SBA has fixed-dollar claims on the assets of Triangle SBIC, Triangle SBIC II and Triangle SBIC III that are superior to the claims of our security holders.
As of March 31, 2018, Triangle SBIC had issued the maximum $150.0 million of SBA-guaranteed debentures and Triangle SBIC II had issued $100.0 million of SBA-guaranteed debentures, leaving borrowing capacity of a maximum of $100.0 million of SBA-guaranteed debentures for Triangle SBIC III. In addition to the one-time 1.0% fee on the total commitment from the SBA, we also pay a one-time fee of 2.425% on the amount of each debenture issued. These fees are capitalized as deferred financing costs and are amortized over the term of the debt agreements using the effective interest method. The weighted average interest rate for all SBA-guaranteed debentures as of March 31, 2018 was 3.90%. As of both March 31, 2018 and December 31, 2017, all SBA-guaranteed debentures were pooled.
In May 2015, we entered into the Credit Facility, which was subsequently amended in May 2017. The amendment, among other things, increased commitments from $300.0 million to $435.0 million and extended the maturity by two years. The revolving period of the Credit Facility ends April 30, 2021 followed by a one-year amortization period with a final maturity date of April 30, 2022. We have the ability to borrow in both United States dollars as well as foreign currencies under the Credit Facility. The Credit Facility, which is structured to operate like a revolving credit facility, is secured primarily by our assets, excluding the assets of our wholly-owned SBIC subsidiaries. The Credit Facility has an accordion feature that allows for an increase in the total borrowing size up to $550.0 million, subject to certain conditions and the satisfaction of specified financial covenants. Using this accordion feature, in July 2017, we increased our commitments under the Credit Facility from $435.0 million to $465.0 million, and in September 2017, we again increased our commitments under the Credit Facility from $465.0 million to $480.0 million.
Borrowings under the Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the applicable base rate plus 1.75% (or 1.50% if we receive an investment grade credit rating), (ii) the applicable LIBOR rate plus 2.75% (or 2.50% if we receive an investment grade credit rating) or (iii) for borrowings denominated in Canadian dollars, the applicable Canadian Dealer Offered Rate plus 2.75% (or 2.50% if we receive an investment grade credit rating). The applicable base rate is equal to the greater of (i) the prime rate, (ii) the federal funds rate plus 0.5% or (iii) the adjusted one-month LIBOR plus 2.0%. The applicable LIBOR rate depends on the term of the draw under the Credit Facility. We pay a commitment fee of 1.00% per annum on undrawn amounts if the used portion of the Credit Facility is less than or equal to 25.0% of total commitments, or 0.375% per annum on undrawn amounts if the used portion of the Credit Facility is greater than 25.0% of total commitments.
As of March 31, 2018, we had United States dollar borrowings of $116.0 million outstanding under the Credit Facility with an interest rate of 4.42% and non-United States dollar borrowings denominated in Canadian dollars of $11.6 million ($9.0 million in United States dollars) outstanding under the Credit Facility with an interest rate of 4.42%. The borrowings denominated in Canadian dollars are translated into United States dollars based on the spot rate at each balance sheet date. The impact resulting from changes in foreign exchange rates on the Credit Facility borrowings is included in unrealized appreciation (depreciation) on foreign currency borrowings in our Unaudited Consolidated Statements of Operations. The borrowings denominated in Canadian dollars may be positively or negatively affected by movements in the rate of exchange between the United States dollar and the Canadian dollar. This movement is beyond our control and cannot be predicted.
The Credit Facility contains certain affirmative and negative covenants, including but not limited to (i) maintaining a minimum interest coverage ratio, (ii) maintaining a minimum consolidated tangible net worth, (iii) maintaining a minimum asset coverage ratio and (iv) maintaining our tax treatment as a RIC and regulation as a BDC. The Credit Facility also contains customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect. The Credit Facility also permits Branch Banking and Trust Company, the administrative agent, to select an independent third-party valuation firm to determine valuations of certain portfolio investments for purposes of borrowing base provisions. In connection with the Credit Facility, we also entered into collateral documents. As of March 31, 2018, we were in compliance with all covenants of the Credit Facility.
In October 2012, we issued $70.0 million in aggregate principal amount of the December 2022 Notes, and in November 2012, we issued $10.5 million of December 2022 Notes pursuant to the exercise of an over-allotment option. The December 2022 Notes mature on December 15, 2022, and may be redeemed in whole or in part at any time or from time to time at our option. The December 2022 Notes bear interest at a rate of 6.375% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning December 15, 2012. 
In February 2015, we issued $86.3 million in aggregate principal amount of the March 2022 Notes. The March 2022 Notes mature on March 15, 2022 and may be redeemed in whole or in part at any time or from time to time at our option. The March 2022 Notes bear interest at a rate of 6.375% per year payable quarterly on March 15, June 15, September 15 and

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December 15 of each year, beginning March 15, 2015. The net proceeds from the sale of the March 2022 Notes, after underwriting discounts and offering expenses, were $83.4 million.
The indenture and supplements thereto relating to the December 2022 Notes and the March 2022 Notes contain certain covenants, including but not limited to (i) a requirement that we comply with the asset coverage requirement of the 1940 Act or any successor provisions, after giving effect to any exemptive relief granted to us by the SEC, (ii) a requirement that we will not declare any cash dividend, or declare any other cash distribution, upon a class of our capital stock, or purchase any such capital stock, unless, in every such case, at the time of the declaration of any such dividend or distribution, or at the time of any such purchase, we have an asset coverage (as defined in the 1940 Act) of at least 200% after deducting the amount of such dividend, distribution or purchase price, as the case may be, giving effect to any exemptive relief granted to us by the SEC, and (iii) a requirement that we provide financial information to the holders of the notes and the trustee under the indenture if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, or the Exchange Act. As of March 31, 2018 and December 31, 2017, we were in compliance with all covenants of the December 2022 Notes and the March 2022 Notes.
Distributions to Stockholders
We have elected to be treated as a RIC under the Internal Revenue Code of 1986, as amended, or the Code, and intend to make the required distributions to our stockholders as specified therein. In order to maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we are generally required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We have historically met our minimum distribution requirements and continually monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in the indenture and related supplements governing the December 2022 Notes and the March 2022 Notes.
The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income, or ICTI, as defined by the Code. Depending on the level of ICTI earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.
ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any original issue discount or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.
Critical Accounting Policies and Use of Estimates
The preparation of our unaudited financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an on-going basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

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Investment Valuation
The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820. Our valuation policy and processes were established by our management with the assistance of certain third-party advisors and were approved by the Board. Under ASC Topic 820, there are three levels of valuation inputs, as follows:
Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.
Our investment portfolio is primarily comprised of debt and equity instruments of privately held companies for which quoted prices or other inputs falling within the categories of Level 1 and Level 2 are generally not available. Therefore, we determine the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs may exist, and if so, we assess the appropriateness of the use of these third-party quotes in determining fair value based on (i) our understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.
Under ASC Topic 820, a financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
Our valuation process is led by our executive officers. The valuation process begins with a quarterly review of each investment in our investment portfolio by our executive officers and our investment committee. Valuations of each portfolio security are then prepared by our investment professionals, who have direct responsibility for the origination, management and monitoring of each investment. Under our valuation policy, each investment valuation is subject to (i) a review by the lead investment officer responsible for the portfolio company investment and (ii) a peer review by a second investment officer or executive officer. Generally, any investment that is valued below cost is subjected to review by one of our executive officers. After the peer review is complete, we engage two independent valuation firms, including Duff & Phelps, LLC, collectively referred to as the Valuation Firms, to provide third-party reviews of certain investments, as described further below. Finally, the Board has the responsibility for reviewing and approving, in good faith, the fair value of our investments in accordance with the 1940 Act.
The Valuation Firms provide third-party valuation consulting services to us which consist of certain limited procedures that we identified and requested the Valuation Firms to perform, which we refer to herein as the Procedures. The Procedures are performed with respect to each portfolio company at least once in every calendar year and for new portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In addition, the Procedures are generally performed with respect to a portfolio company when there has been a significant change in the fair value of the investment. In certain instances, we may determine that it is not cost-effective, and as a result is not in our stockholders’ best interest, to request the Valuation Firms to perform the Procedures on one or more portfolio companies. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.

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The total number of investments and the percentage of our investment portfolio on which the Procedures were performed are summarized below by period:
For the quarter ended:
Total
companies
 
Percent of total
investments at
fair value(1)
March 31, 2017
18
 
30%
June 30, 2017
20
 
29%
September 30, 2017
22
 
25%
December 31, 2017
21
 
35%
March 31, 2018
14
 
24%
(1)
Exclusive of the fair value of new investments made during the quarter.
Upon completion of the Procedures, the Valuation Firms concluded that, with respect to each investment reviewed by each Valuation Firm, the fair value of those investments subjected to the Procedures appeared reasonable. The Board is ultimately responsible for determining the fair value of our investments in good faith.
Investment Valuation Inputs
Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. Under ASC Topic 820, the fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. Under ASC Topic 820, if no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market. The securities in which we invest are generally only purchased and sold in merger and acquisition transactions, in which case the entire portfolio company is sold to a third-party purchaser. As a result, unless we have the ability to control such a transaction, the assumed principal market for our securities is a hypothetical secondary market. The Level 3 inputs to our valuation process reflect management’s best estimate of the assumptions that would be used by market participants in pricing the investment in a transaction in a hypothetical secondary market.
Enterprise Value Waterfall Approach
In valuing equity securities (including warrants), we estimate fair value using an “Enterprise Value Waterfall” valuation model. We estimate the enterprise value of a portfolio company and then allocate the enterprise value to the portfolio company’s securities in order of their relative liquidation preference. In addition, the model assumes that any outstanding debt or other securities that are senior to our equity securities are required to be repaid at par. Additionally, we estimate the fair value of a limited number of our debt securities using the Enterprise Value Waterfall approach in cases where we do not expect to receive full repayment.
To estimate the enterprise value of the portfolio company, we primarily use a valuation model based on a transaction multiple, which generally is the original transaction multiple, and measures of the portfolio company’s financial performance. In addition, we consider other factors, including but not limited to (i) offers from third parties to purchase the portfolio company, (ii) the implied value of recent investments in the equity securities of the portfolio company, (iii) publicly available information regarding recent sales of private companies in comparable transactions and (iv) when management believes there are comparable companies that are publicly traded, we perform a review of these publicly traded companies and the market multiple of their equity securities. For certain non-performing assets, we may utilize the liquidation or collateral value of the portfolio company's assets in our estimation of enterprise value.
The significant Level 3 inputs to the Enterprise Value Waterfall model are (i) an appropriate transaction multiple and (ii) a measure of the portfolio company’s financial performance, which generally is either earnings before interest, taxes, depreciation and amortization, as adjusted, or Adjusted EBITDA, or revenues. Such inputs can be based on historical operating results, projections of future operating results or a combination thereof. The operating results of a portfolio company may be unaudited, projected or pro forma financial information and may require adjustments for certain non-recurring items. In determining the operating results input, we utilize the most recent portfolio company financial statements and forecasts available as of the valuation date. Management also consults with the portfolio company’s senior management to obtain updates on the portfolio company’s performance, including information such as industry trends, new product development, loss of customers and other operational issues. Additionally, we consider some or all of the following factors:
financial standing of the issuer of the security;

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comparison of the business and financial plan of the issuer with actual results;
the size of the security held;
pending reorganization activity affecting the issuer, such as merger or debt restructuring;
ability of the issuer to obtain needed financing;
changes in the economy affecting the issuer;
financial statements and reports from portfolio company senior management and ownership;
the type of security, the security’s cost at the date of purchase and any contractual restrictions on the disposition of the security;
information as to any transactions or offers with respect to the security and/or sales to third parties of similar securities;
the issuer’s ability to make payments and the type of collateral;
the current and forecasted earnings of the issuer;
statistical ratios compared to lending standards and to other similar securities; 
pending public offering of common stock by the issuer of the security;
special reports prepared by analysts; and
any other factors we deem pertinent with respect to a particular investment.
Fair value measurements using the Enterprise Value Waterfall model can be sensitive to changes in one or more of the inputs. Assuming all other inputs to the Enterprise Value Waterfall model remain constant, any increase (decrease) in either the transaction multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher (lower) fair value for that security.
Income Approach
In valuing debt securities, we utilize an “Income Approach” model that considers factors including, but not limited to, (i) the stated yield on the debt security, (ii) the portfolio company’s current Adjusted EBITDA as compared to the portfolio company’s historical or projected Adjusted EBITDA as of the date the investment was made and the portfolio company’s anticipated Adjusted EBITDA for the next twelve months of operations, (iii) the portfolio company’s current Leverage Ratio (defined as the portfolio company’s total indebtedness divided by Adjusted EBITDA) as compared to its Leverage Ratio as of the date the investment was made, (iv) publicly available information regarding current pricing and credit metrics for similar proposed and executed investment transactions of private companies and (v) when management believes a relevant comparison exists, current pricing and credit metrics for similar proposed and executed investment transactions of publicly traded debt. In addition, we use a risk rating system to estimate the probability of default on the debt securities and the probability of loss if there is a default. This risk rating system covers both qualitative and quantitative aspects of the business and the securities held.
We consider the factors above, particularly any significant changes in the portfolio company’s results of operations and leverage, and develop an expectation of the yield that a hypothetical market participant would require when purchasing the debt investment, which we refer to herein as the Required Rate of Return. The Required Rate of Return, along with the Leverage Ratio and Adjusted EBITDA, are the significant Level 3 inputs to the Income Approach model. For investments where the Leverage Ratio and Adjusted EBITDA have not fluctuated significantly from the date the investment was made or have not fluctuated significantly from management’s expectations as of the date the investment was made, and where there have been no significant fluctuations in the market pricing for such investments, we may conclude that the Required Rate of Return is equal to the stated rate on the investment and therefore, the debt security is appropriately priced. In instances where we determine that the Required Rate of Return is different from the stated rate on the investment, we discount the contractual cash flows on the debt instrument using the Required Rate of Return in order to estimate the fair value of the debt security.
Fair value measurements using the Income Approach model can be sensitive to changes in one or more of the inputs. Assuming all other inputs to the Income Approach model remain constant, any increase (decrease) in the Required Rate of Return or Leverage Ratio inputs for a particular debt security would result in a lower (higher) fair value for that security. Assuming all other inputs to the Income Approach model remain constant, any increase (decrease) in the Adjusted EBITDA input for a particular debt security would result in a higher (lower) fair value for that security.

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The fair value of our royalty rights are calculated based on specific provisions contained in the pertinent operating or royalty agreements. The determination of the fair value of such royalty rights is not a significant component of our valuation process.
Revenue Recognition
Interest and Dividend Income
Interest income, adjusted for amortization of premium and accretion of original issue discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income is recorded on the ex-dividend date.
We may have to include in our ICTI interest income, including original issue discount income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.
Fee Income
Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan, or Loan Origination Fees, are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and loan waiver and amendment fees, and are recorded as investment income when earned.
Payment-in-Kind (PIK) Interest Income
We currently hold, and we expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.
PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.
We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.

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Off-Balance Sheet Arrangements
In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The balances of unused commitments to extend financing as of March 31, 2018 and December 31, 2017 were as follows:
Portfolio Company
Investment Type
March 31, 2018
 
December 31, 2017
Deva Holdings, Inc.
Revolver
$
2,500,000

 
$
2,500,000

DLC Acquisition, LLC
Revolver
1,800,000

 
1,800,000

Frank Entertainment Group, LLC(1)
Delayed Draw Senior
130,212

 
130,212

Frank Entertainment Group, LLC(1)
Delayed Draw Second Lien
303,827

 
303,827

HKW Capital Partners IV, L.P.
Private Equity
91,985

 
214,823

ICP Industries Inc.
Delayed Draw Term Loan

 
5,000,000

Lakeview Health Acquisition Company(1)
Revolver
1,387,367

 
1,387,367

Micross Solutions, LLC(1)
Delayed Draw Term Loan
3,000,000

 
3,000,000

Nautic Partners VII, LP(1)
Private Equity
492,853

 
509,080

Orchid Underwriters Agency, LLC
Delayed Draw Term Loan
649,143

 
649,143

Schweiger Dermatology Group, LLC
Delayed Draw Term Loan

 
4,500,000

SCUF Gaming, Inc.(1)
Revolver
2,000,000

 
2,000,000

Smile Brands, Inc.
Equity Investment
1,000,000

 
1,000,000

Smile Brands, Inc.
Delayed Draw Term Loan
19,096,531

 
18,826,531

SPC Partners V, LP
Private Equity
185,297

 
185,297

SPC Partners VI, LP
Private Equity
2,524,550

 
2,792,172

Tate's Bake Shop
Revolver
550,000

 
550,000

Technology Crops, LLC(1)
Revolver
1,250,000

 

TGaS Advisors, LLC
Revolver
2,000,000

 
2,000,000

Vinvention Capital Partners TE LP (F/K/A Nomacorc, LLC) (1)
Equity Investment
633,385

 
838,813

Total unused commitments to extend financing
 
$
39,595,150

 
$
48,187,265

(1)
Represents a commitment to extend financing to a portfolio company where one or more of our current investments in the portfolio company are carried at less than cost. Our estimate of the fair value of the current investments in this portfolio company includes an analysis of the value of any unfunded commitments.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.
In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including LIBOR, Canadian Dealer Offered Rate and prime rates. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. As of March 31, 2018, we were not a party to any hedging arrangements.
As of March 31, 2018, 46.0%, or $426.0 million (at cost), of our debt portfolio investments bore interest at fixed rates and 54.0%, or $499.7 million (at cost), of our debt portfolio investments bore interest at variable rates, which generally are LIBOR-based, and many of which are subject to certain floors. A hypothetical 200 basis point increase or decrease in the interest rates on our variable-rate debt investments could increase or decrease, as applicable, our investment income by a maximum of $10.0 million on an annual basis. All of our SBA-guaranteed debentures, our December 2022 Notes and our March 2022 Notes bear interest at fixed rates. Our Credit Facility bears interest, subject to our election, on a per annum basis equal to (i) the applicable base rate plus 1.75% (or 1.50% if we receive an investment grade credit rating), (ii) the applicable LIBOR rate plus 2.75% (or 2.50% if we receive an investment grade credit rating), or (iii) for borrowings denominated in Canadian dollars, the applicable Canadian Dealer Offered Rate plus 2.75% (or 2.50% if we receive an investment grade credit rating). The applicable base rate is equal to the greater of (i) the prime rate, (ii) the federal funds rate plus 0.5% or (iii) the adjusted one-month LIBOR plus 2.0%. The applicable LIBOR rate depends on the term of the draw under the Credit Facility. We pay a commitment fee of 1.00% per annum on undrawn amounts if the used portion of the facility is less than or equal to 25.0% of total commitments, or 0.375% per annum on undrawn amounts if the used portion of the facility is greater than 25.0% of total commitments.
Because we currently borrow, and plan to borrow in the future, money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.
We may also have exposure to foreign currencies (currently the Canadian dollar) related to certain investments. Such investments are translated into United States dollars based on the spot rate at each balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in Canadian dollars under our Credit Facility to finance such investments. As of March 31, 2018, we had non-United States dollar borrowings denominated in Canadian dollars of $11.6 million ($9.0 million United States dollars) outstanding under the Credit Facility with an interest rate of 4.42%.

Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system

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are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the first quarter of 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We and certain of our current and former executive officers have been named as defendants in two putative securities class action lawsuits, each filed in the United States District Court for the Southern District of New York (and then transferred to the United States District Court for the Eastern District of North Carolina) on behalf of all persons who purchased or otherwise acquired our common stock between May 7, 2014 and November 1, 2017. The first lawsuit was filed on November 21, 2017, and was captioned Elias Dagher, et al., v. Triangle Capital Corporation, et al., Case No. 5:18-cv-00015-FL (the “Dagher Action”). The second lawsuit was filed on November 28, 2017, and was captioned Gary W. Holden, et al., v. Triangle Capital Corporation, et al., Case No. 5:18-cv-00010-FL (the “Holden Action”). The Dagher Action and the Holden Action were consolidated and are currently captioned In re Triangle Capital Corp. Securities Litigation, Master File No. 5:18-cv-00010-FL.  
On April 10, 2018, the plaintiff filed its First Consolidated Amended Complaint. The complaint, as currently amended, alleges certain violations of the securities laws, including, among other things, that the defendants made certain materially false and misleading statements and omissions regarding the Company’s business, operations and prospects between May 7, 2014 and November 1, 2017. The plaintiff seeks compensatory damages and attorneys’ fees and costs, among other relief, but did not specify the amount of damages being sought. The time for the defendants to respond to the complaint has not yet expired.    
We intend to defend ourselves vigorously against the allegations in the aforementioned actions. Neither the outcome of the lawsuits nor an estimate of any reasonably possible losses is determinable at this time. An adverse judgment for monetary damages could have a material adverse effect on our operations and liquidity.  Except as discussed above, neither we nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our business.
Item 1A. Risk Factors.
You should carefully consider the risks described below and all other information contained in this Quarterly Report on Form 10-Q, including our interim financial statements and the related notes thereto before making a decision to purchase our securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the market price of our securities could decline, and you may lose all or part of your investment. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 28, 2018, which could materially affect our business, financial condition or operating results.
Risks Relating to the Transactions
Our executive officers and directors may have interests in the Transactions other than, or in addition to, the interests of our stockholders generally.
Members of the Board and our executive officers may have interests in the Transactions that are different from, or are in addition to, the interests of our stockholders generally. Specifically, certain of our executive officers may receive “golden parachute” payments relating to any change of control of the Company and termination in connection with the consummation of the Transactions. The Board was aware of these interests and considered them, among other matters, in approving the Transactions.

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The failure to complete the Transactions may result in a decrease in the market value of the Company’s common stock.
The Transactions are each subject to a number of contingencies, including approval by our stockholders and other closing conditions. As a result, we cannot assure you that the Transactions will be completed. If the Transactions are not completed for any other reason, the market price of the Company’s common stock may decline.
If the Transactions are not consummated, there may not be any other offers from potential acquirers.
If the Transactions are not consummated, we may seek another strategic transaction. Although we have had such discussions with various parties in the past, these parties may no longer have an interest in a strategic transaction with the Company, or be willing to offer a reasonable purchase price or other consideration in connection therewith.
If we do not complete the Transactions, we will continue to face challenges and uncertainties in our ability to achieve business success.
During the second half of 2017, our investment portfolio declined by 5.9% from a fair value standpoint and the market price of the Company’s common stock fell by 46.1%. In addition, the Company’s common stock began, and continues, to trade at a substantial discount to the net asset value thereof due to, among other things, likely market perceptions relating to the risk and volatility in our investment portfolio. If the Company’s common stock continues to trade below its net asset value, we will generally not be able to issue additional shares of common stock at market price in order to fund our business without first obtaining the approval of our stockholders and our independent directors. As a result, we will continue to face these and other challenges to our business if we do not complete the Transactions.
The Company could have indemnification obligations to the Asset Buyer and the directors or officers of the Company.
Under the terms of the Asset Purchase Agreement, the Company has agreed to indemnify and hold harmless the Asset Buyer from certain pre-closing liabilities. Additionally, under the terms of the Externalization Agreement the Company has agreed to indemnify directors and officers who are the subject of claims based on the fact that such person is or was a director or officer of the Company and pertaining to any matter existing or occurring in connection with the approval of the Externalization Agreement and the consummation of certain transactions contemplated therein. Uncertainty with respect to the outcome of the obligations could result in a delay in the Board making any determination with respect to future dividends and could otherwise have a material adverse impact on the Company and its subsidiaries following the consummation of the Transactions.
Under certain circumstances, a termination fee may be payable by the Company upon termination of the Asset Purchase Agreement and/or the Externalization Agreement.
The Asset Purchase Agreement and Externalization Agreement provide for the payment by the Company of a termination fee of $18 million and a termination fee of $6 million, respectively, if the Asset Purchase Agreement or the Externalization Agreement, as the case may be, is terminated under certain circumstances, including termination to pursue a Superior Proposal, as defined in the Asset Purchase Agreement or the Externalization Agreement, as the case may be.
The Asset Purchase Agreement and Externalization Agreement limit the Company’s ability to pursue alternatives to the Asset Sale and the Externalization Transaction.
The Asset Purchase Agreement contains provisions that limit the Company’s ability to actively solicit, discuss or negotiate competing third-party proposals for strategic transactions. These provisions, which are typical for transactions of this type, and include the termination fees payable under certain circumstances under the Asset Purchase Agreement and the Externalization Agreement, as applicable, might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of the Company from considering or proposing that acquisition even if it were prepared to pay consideration with a higher price than that proposed in connection with the Transactions or might result in a potential competing acquiror proposing to pay a lower price to acquire the Company than it might otherwise have proposed to pay.
The Transactions are subject to closing conditions, including stockholder approvals, that, if not satisfied or appropriately waived, will result in the Asset Sale and the Externalization Transaction not being completed, which may result in material adverse consequences to the Company’s business and operations.
The Transactions are subject to closing conditions, including certain approvals of stockholders, that, if not satisfied, will prevent the Asset Sale and the Externalization Transaction from being completed. The closing condition that the Company’s stockholders approve the Asset Sale and certain other proposals described herein may not be waived under applicable law and must be satisfied for the Asset Sale and the Externalization Transaction to be completed. The Company currently expects that all directors and executive officers of the Company will vote their shares of the Company’s common stock in favor of the

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proposals presented at the Special Meeting. If the Company’s stockholders do not approve the Asset Purchase Agreement, the Asset Sale and certain other proposals described in the Company’s proxy statement relating to the Special Meeting, the resulting failure of the Transactions could have a material adverse impact on the Company’s business and operations. In addition to the required approvals of stockholders, the Transactions are subject to a number of other conditions beyond the Company’s control that may prevent, delay or otherwise materially adversely affect their completion, including the Company’s stockholders approving the Advisory Agreement pursuant to which Barings will act as our investment adviser and other items described more fully in the Company’s proxy statement relating to the Special Meeting. The Company cannot predict whether and when any such other conditions will be satisfied.
The Company will be subject to operational uncertainties and contractual restrictions while the Asset Sale and Externalization Transaction are pending.
Uncertainty about the effect of the Asset Sale and Externalization Transaction may have an adverse effect on the Company while the Asset Sale and Externalization Transaction are pending. These uncertainties may impair the Company’s ability to retain and motivate key personnel until the Asset Sale and Externalization Transaction are consummated and could cause those that deal with the Company to seek to change their existing relationships with the Company. Retention of certain employees may be challenging during the pendency of the Asset Sale and Externalization Transaction, as certain employees may experience uncertainty about their future following completion of the Asset Sale and Externalization Transaction. In addition, the Asset Purchase Agreement and Externalization Agreement impose limitations on the Company with respect to actions that it might otherwise pursue if the Transactions were not pending, which may result in the Company not pursuing certain business opportunities that may arise prior to the completion of the Transactions.
Barings may exercise significant influence over us in connection with its ownership of the Company’s common stock.
Following the closing of the Transactions and the related transactions described more fully in the Company’s proxy statement relating to the Special Meeting and in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Recent Developments" in this Quarterly Report on Form 10-Q, Barings is expected to beneficially own between 15% to 24% of the Company’s outstanding shares of common stock. As a result, Barings may be able to significantly influence the outcome of matters submitted for stockholder action after the closing of the Transactions, including approval of significant corporate transactions, such as amendments to our governing documents, business combinations, consolidations and mergers. Barings will have substantial influence on us and could exercise its influence in a manner that conflicts with the interests of other stockholders. The presence of a significant stockholder may also have the effect of making it more difficult for a third party to acquire us or for the Board to discourage a third party form seeking to acquire us following the closing of the Transactions.
If the Transactions do not close, the Company will not benefit from the expenses incurred in its pursuit.
The Transactions may not be completed. If the Transactions are not completed, the Company will have incurred substantial expenses for which no ultimate benefit will have been received. The Company has incurred out-of-pocket expenses in connection with the Transactions for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Transactions are not completed. In addition, in the event the Asset Purchase Agreement and/or Externalization Agreement are terminated under certain circumstances, the Company may be required to pay certain termination fees, as described more fully in the Company’s proxy statement relating to the Special Meeting, or may be required to reimburse the Asset Buyer and/or Barings for their out-of-pocket expenses incurred in connection with the Asset Sale and Externalization Transaction, respectively, subject to certain limits.
The Company may waive one or more conditions to the Transactions without resoliciting stockholder approval.
Certain conditions to the Company’s obligations to complete the Transactions may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of the Company, the Asset Buyer and/or Barings, as the case may be. In the event that any such waiver does not require resolicitation of stockholders, the parties to the Transactions will have the discretion to complete the Transactions without seeking further stockholder approval. The conditions requiring the approval of the Company’s stockholders, however, cannot be waived.
We have not yet identified the portfolio companies we will invest in after the closing of the Transactions.
After the closing of the Transactions, we expect our portfolio to initially consist of approximately $600 million to $615 million in cash. Barings (solely in its capacity as our investment adviser under the Advisory Agreement), has not yet identified potential investments for our portfolio that we will acquire after the closing of the Transactions. Barings will select our investments and our stockholders will have no input with respect to investment decisions. As a result, we will be subject to all of the business risks and uncertainties associated with the origination of new investments, including the risk that we will not achieve our investment objective and that the value of your investment could decline substantially or become worthless.

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We may not be able to pay you dividends and our dividends may not grow over time.
We intend to recommence paying quarterly dividends to our stockholders as soon as is practicable after the closing of the Transactions. We cannot assure you that we will achieve investment results that will allow us to do so or to pay a specified level of cash dividends or year-to-year increases in cash dividends. Our ability to pay dividends might be adversely affected by, among other things, Barings’ inability to successfully or timely execute on its liquid debt investment strategy and the impact of one or more of the other risk factors described herein or in the Company’s proxy statement relating to the Special Meeting. All dividends will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our status as a regulated investment company under the Code, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
Barings and its investment team have no prior experience managing a BDC.
Although Barings has experience managing closed-end investment companies, Barings and its investment team have no prior experience managing a BDC, and the investment philosophy and techniques used by Barings to manage a BDC may differ from the investment philosophy and techniques previously employed by Barings' investment team in identifying and managing past investments and that of the Company’s current management. Accordingly, we can offer no assurance that we will replicate the historical performance of other businesses or companies with which Barings' investment team has been affiliated, and our investment returns could be substantially lower than the returns achieved by such other companies.
After the closing of the Transactions, we will be dependent upon Barings for our future success.
After the closing of the Transactions, we will not have any employees. We will depend on the diligence, skill and network of business contacts of Barings’ investment professionals to source appropriate investments for us. We will depend on members of the Barings' investment team to appropriately analyze our investments and the Barings' investment committee to approve and monitor our portfolio investments. The Barings' investment committee, together with the other members of its investment team, will evaluate, negotiate, structure, close and monitor our investments. Our future success will depend on the continued availability of the members of the Barings' investment committee and the other investment professionals available to Barings. We do not have employment agreements with these individuals or other key personnel of Baring, and we cannot provide any assurance that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with Barings. The loss of a material number of senior investment professionals to which Barings has access, could have a material adverse effect on our ability to achieve our investment objective as well as on our financial condition and results of operations. In addition, we cannot assure you that Barings will remain our investment adviser or that we will continue to have access to Barings' investment professionals or its information and deal flow. Further, there can be no assurance that Barings will replicate its own historical success, and we caution you that our investment returns could be substantially lower than the returns achieved by other funds managed by Barings.
There are potential conflicts of interest, including the management of other investment funds and accounts by Barings, which could impact our investment returns.
The executive officers that will manage the Company after the closing of the Transactions, as well as the other principals of Barings, manage other funds affiliated with Barings, including other closed-end investment companies. In addition, Barings' investment team has responsibilities for managing U.S. middle market debt investments for certain other investment funds and accounts. Accordingly, they have obligations to investors in those entities, the fulfillment of which may not be in the best interests of, or may be adverse to the interests of, us or our stockholders. Although the professional staff of Barings will devote as much time to our management as appropriate to enable Barings to perform its duties in accordance with the Advisory Agreement, the investment professionals of Barings may have conflicts in allocating their time and services among us, on the one hand, and the other investment vehicles managed by Barings or one or more of its affiliates on the other hand.
Barings may face conflicts in allocating investment opportunities between us and affiliated investment vehicles that have overlapping investment objectives with ours. Although Barings will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its allocation policies and procedures, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by Barings or an investment manager affiliated with Barings.
Conflicts may also arise because portfolio decisions regarding our portfolio may benefit Barings' affiliates. Barings' affiliates may pursue or enforce rights with respect to one of our portfolio companies, and those activities may have an adverse effect on us.

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Our ability to enter into transactions with affiliates of Barings will be restricted.
After the closing of the Transactions, we and certain of our controlled affiliates will be prohibited under the 1940 Act from knowingly participating in certain transactions with our upstream affiliates, or Barings and its affiliates, without the prior approval of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our upstream affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security (other than our securities) from or to such affiliate, absent the prior approval of our independent directors. The 1940 Act also prohibits “joint” transactions with an upstream affiliate, or Barings or its affiliates, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our independent directors. In addition, we and certain of our controlled affiliates will be prohibited from buying or selling any security from or to, or entering into joint transactions with, Barings and its affiliates, or any person who owns more than 25% of our voting securities or is otherwise deemed to control, be controlled by, or be under common control with us, absent the prior approval of the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance as described below). The analysis of whether a particular transaction constitutes a joint transaction requires a review of the relevant facts and circumstances then existing.
As a BDC, we are required to comply with certain regulatory requirements. For example, we will generally not be permitted to make loans to companies controlled by Barings or other funds managed by Barings. We will also not be permitted to make any co-investments with Barings or its affiliates (including any fund managed by Barings or an investment adviser controlling, controlled by or under common control with Barings) without exemptive relief from the SEC, subject to certain exceptions. The SEC has granted to Barings exemptive relief that permits certain present and future funds, including the Company, advised by Barings (or an investment adviser controlling, controlled by or under common control with Barings) to co-invest in suitable negotiated investments. Co-investments made under Barings' exemptive relief are subject to compliance with the conditions and other requirements contained in such exemptive relief order, which could limit our ability to participate in a co-investment transaction.
The proposed fee structure under the Advisory Agreement may induce Barings to pursue speculative investments and incur leverage, and investors may bear the cost of multiple levels of fees and expenses.
After the closing of the Transactions, the incentive fees payable by us to Barings under the Advisory Agreement may create an incentive for Barings to pursue investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The incentive fees payable to Barings are calculated based on a percentage of our return on invested capital. This may encourage Barings to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of our common stock. In addition, Barings receives the incentive fees based, in part, upon net capital gains realized on our investments. Unlike that portion of incentive fees based on income, there is no hurdle rate applicable to the portion of the incentive fees based on net capital gains. As a result, Barings may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income-producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
Moreover, because the base management fees payable to Barings under the Advisory Agreement will be payable based on our gross assets, including those assets acquired through the use of leverage, Barings has a financial incentive to incur leverage which may not be consistent with our stockholders’ interests.
Barings' liability will be limited under the Advisory Agreement, and we will be required to indemnify Barings against certain liabilities, which may lead Barings to act in a riskier manner on our behalf than it would when acting for its own account.
Under the Advisory Agreement, Barings will not assume any responsibility to us other than to render the services described in the Advisory Agreement, and it will not be responsible for any action of the Board in declining to follow Barings' advice or recommendations. Pursuant to the Advisory Agreement, Barings and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Barings will not be liable to us for their acts under the Advisory Agreement, absent fraud, willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. We have agreed to indemnify, defend and protect Barings and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Barings with respect to all damages, liabilities, costs and expenses arising out of or otherwise based upon the performance of any of Barings' duties or obligations under the Advisory Agreement or otherwise and not arising out of fraud, willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties under the Advisory Agreement. These protections may lead Barings to act in a riskier manner when acting on our behalf than it would when acting for its own account.

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Barings will be able to resign upon 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
After the consummation of the Transactions, we will be an externally managed BDC pursuant to the Advisory Agreement. Pursuant to the Advisory Agreement, Barings will have the right to resign upon 60 days’ written notice, whether a replacement has been found or not. If Barings resigns, it may be difficult to find a replacement with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If a replacement is not found quickly, our business, results of operations and financial condition as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by Barings. Even if a comparable service provider or individuals performing such services are retained, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.
We may not replicate our historical performance, or the historical success of Barings.
We cannot provide any assurance that we will replicate our own historical performance, the historical success of Barings or the historical performance of other companies that Barings and its investment team advised in the past. Accordingly, our investment returns could be substantially lower than the returns achieved by the Company in the past, by other Barings managed closed-end funds or by other clients of Barings. We can offer no assurance that Barings will be able to continue to implement our investment objective with the same degree of success as it has had in the past.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
During the three months ended March 31, 2018, in connection with our Dividend Reinvestment Plan for our common stockholders, we directed the plan administrator to purchase 62,628 shares of our common stock for $703,329 in the open market in order to satisfy our obligations to deliver shares of common stock to our stockholders with respect to our dividend declared on February 28, 2018. In addition, during the three months ended March 31, 2018, 125,218 shares of our common stock were delivered to us at an average price per share of $10.25 in satisfaction of tax withholding obligations of holders of restricted shares issued under the Triangle Capital Corporation Omnibus Incentive Plan that vested during the period. The following chart summarizes repurchases of our common stock for the three months ended March 31, 2018:
Period
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number
of Shares that
May Yet Be
Purchased Under the Plans or Programs
January 1 through January 31, 2018

 
$

 

 

February 1 through February 28, 2018
125,218

 
$
10.25

 

 

March 1 through March 31, 2018
62,628

(1) 
$
11.23

 

 

Total
187,846

 
$
10.58

 

 

(1) These shares were purchased in the open market pursuant to the terms of our Dividend Reinvestment Plan.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.

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Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
Number
Exhibit
 
 
2.1
 
 
3.1
 
 
3.2
 
 
4.1
 
 
4.2
 
 
4.3
 
 
4.4
 
 
4.5
 
 
4.6
 
 
4.7
 
 
4.8
 
 
10.1†
 
 
10.2†
 
 
10.3†
 
 
10.4
 
 
11
 
 
31.1
 
 

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31.2
 
 
32.1
 
 
32.2
*
Filed Herewith.
**
Furnished Herewith.
†    Management contract or compensatory agreement.


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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 thereunto duly authorized.
 
 
 
TRIANGLE CAPITAL CORPORATION
 
 
 
 
Date:
May 2, 2018
 
/s/    E. Ashton Poole
 
 
 
E. Ashton Poole
 
 
 
Chief Executive Officer and Chairman of the Board of Directors
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
May 2, 2018
 
/s/    Steven C. Lilly
 
 
 
Steven C. Lilly
 
 
 
Chief Financial Officer and Secretary
 
 
 
(Principal Financial Officer)
 
 
 
 
Date:
May 2, 2018
 
/s/    C. Robert Knox, Jr.
 
 
 
C. Robert Knox, Jr.
 
 
 
Principal Accounting Officer


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