CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on July 16, 2010
Sehrish Siddiqui | The Tower at Peabody Place | ||||
Phone:
|
(901) 543-5979 | 100 Peabody Place, Suite 900 | |||
Fax:
|
(877) 521-2816 | Memphis, TN 38103-3672 | |||
E-mail:
|
ssiddiqui@bassberry.com | (901) 543-5900 |
July 16, 2010
Mr. Kevin Rupert
United States Securities & Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-4041
United States Securities & Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549-4041
Re: |
Triangle Capital Corporation Post-effective Amendment No. 6 to Registration Statement on Form N-2 File No. 333-151930 |
Dear Kevin:
In response to our phone conversations on July 6, 2010 and July 8, 2010, this letter sets
forth the responses of our client, Triangle Capital Corporation (the Company), to the comments by
the staff (the Staff) of the U.S. Securities and Exchange Commission (the Commission) regarding
Post-effective Amendment No. 6 to the Companys Registration Statement on Form N-2, File No.
333-151930, filed via EDGAR as a POS 8C filing on June 9, 2010 (the Registration Statement). For
your convenience, we have included below each comment you provided during the above referenced
phone conversations, followed in turn by the Companys response.
1. Investment Portfolio (Page 3)
Comment: There are several instances within the Companys list of investment
portfolios where a write down occurred in a portfolio companys equity, but the cost and fair value
of the debt remained the same. Please explain this apparent inconsistency.
Response: Each quarter, the Company performs a detailed valuation process on each
portfolio investment. For certain investments, the Companys valuation analysis yields a result
whereby there is sufficient enterprise value to cover the entire amount of a debt investment
(including debt which is junior in order of preference to the Companys investment) but where there
is not sufficient enterprise value to cover the entire amount of an equity investment. In this
situation it is possible that the Company will record a writedown in the fair value of its equity
investment in a particular portfolio company while the fair value of the debt investment remains
equal to the cost basis. Two examples of this type of situation are the Companys investments in
Syrgis Holdings, Inc., and Trusthouse Services Group, Inc. In certain other situations where there
is sufficient enterprise value to cover the entire amount of a debt investment and there is not
sufficient enterprise value to cover the entire amount of an equity investment, it is possible that
the Company will record a partial writedown to its debt investment and a full writedown to its
equity
bassberry.com
July 16, 2010
Page 2
Page 2
investment. An example of this type of situation is the Companys investments in American
De-Rosa Lamparts, LLC and Hallmark Lighting and Brantley Transportation, LLC.
2. Non-Accrual Assets (Page 46)
Comment: The assets within this section are listed on a non-accrual basis. The
Company made two distinct debt investments in each of Gerli and Company and Waste Recyclers
Holdings, LLC. In each of these companies, the fair value of one debt investment incurs a write
down, while the fair value of the other debt investment within the same company remains identical
to its cost. Given their non-accrual status, please explain why the cost and fair value remain
equal in one debt investment while the other debt investment of the same company incurs a write
down. It is generally expected that the fair value of an asset placed in non-accrual status will
decrease.
Response: The Company agrees with the Staffs comment that it is generally expected
that the fair value of an asset placed on non-accrual status will decrease below its cost.
However, given the particular facts, the Company believes that the valuation process for the
investments in Gerli and Company and Waste Recyclers Holdings, LLC, yields results that are an
exception to this general expectation. Explanations for these two apparent exceptions follow:
| Gerli and Company: The Company has reported one debt investments fair value as equal to its cost basis and has written down the second debt investment in relation to its cost basis because the subordinated debt investment of $120,000 (the Senior Note) is senior to the subordinated debt investment of $3.1 million (the Junior Note). Because the fair value of the Junior Note is greater than zero, the fair value of the Senior Note is equal to its cost basis. Gerli and Company is paying the cash portion of the interest on the Senior Note and the Company is not recognizing the paid-in-kind (PIK) interest on the Senior Note. Thus, a portion of the interest of the Senior Note is on non-accrual status while the other portion is not. Due to the immateriality of the Senior Note and its accompanying interest, the Company classified the entire balance of the Senior Note on non-accrual status with the intent of making the presentation easier for an investor to understand. | ||
| Waste Recycler Holdings, LLC: The Company has only one subordinated note in Waste Recycler Holdings, LLC (the Note), which it has bifurcated pursuant to the terms of an amendment to the Note. The Company has presented within its financial statements the two portions of the Note as two distinct notes because each portion has a different split between cash interest and PIK interest. The Company believes this bifurcated presentation is more transparent to an investor, especially given the significant difference between cash interest and PIK interest within the two portions of the Note. | ||
With respect to valuation, the portion of the Note with a cost basis of $4.1 million is senior to the portion with a cost basis of $5.7 million. Since the fair value of the junior $5.7 million portion of the Note is greater than zero, the fair value of the $4.1 million senior portion has not been written down. In the case that the $5.7 million portion had a fair value of zero, there could potentially be some writedown of the $4.1 million portion based on the circumstances at that time. |
3. Safe Harbor
Comment: Please confirm your understanding that a business development company is a
type of investment company under the Investment Company Act of 1940 that is not subject to the safe
harbor provisions under the Private Securities Litigation Reform Act of 1995.
July 16, 2010
Page 3
Page 3
Response: The Company acknowledges that the safe harbor for forward looking
statements under the Private Securities Litigation Reform Act of 1995 does not apply to investment
companies, including business development companies such as the Company.
4. Fair Value Determination (Page 54)
Comment: The Company explains its process of determining the fair value of debt and
equity securities, including its review of similar companies that are publicly-traded and the
market multiple of equity securities, and the valuation of the securities based on recent sales in
comparable transactions. Please specify the extent to which comparisons of debt and equity of
publicly traded companies are used in the Companys fair value determination.
Response: In response to the Staffs comment, the Company proposes to improve its
disclosure regarding the process of determining the fair value of debt and equity securities in
future filings. The Company believes the revised disclosure included below will specify the extent
to which comparisons of debt and equity of publicly traded companies are used in the Companys fair
value determination of debt and equity securities.
In making the good faith determination of the value of debt securities, we start with the cost
basis of the security, which includes the amortized original issue discount, and paid-in-kind (PIK)
interest, if any. We also 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. The risk rating system covers
both qualitative and quantitative aspects of the business and the securities held. In valuing debt
securities, we utilize an income approach model that considers factors including, but not limited
to, (i) the portfolio investments current risk rating (discussed below), (ii) the portfolio
companys current trailing twelve months (TTM) results of operations as compared to the
portfolio companys TTM results of operations as of the date the investment was made, and the
portfolio companys outlook for the next twelve months of operations, (iii) the portfolio companys
current leverage as compared to its leverage 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 valuing equity securities of private companies, we consider valuation methodologies
consistent with industry practice, including (i) valuation using a valuation model based on
original transaction multiples and the portfolio companys recent financial performance, (ii)
publicly available information regarding the valuation of the securities based on recent sales in
comparable transactions of private companies and (iii) when management believes there are similar
companies that are publicly traded, a review of these publicly traded companies and the market
multiple of their equity securities.
5. Effectiveness of Registration Statement
Comment: The Company must provide an acceleration request in order for the Commission
to declare the Registration Statement effective. At the time the Registration Statement becomes
effective, the Companys financial statements must be within the last 135 days.
Response: The Company hereby undertakes to provide an acceleration request in order
for the Commission to declare the Registration Statement effective. Additionally, the Company
hereby undertakes to include financial statements that are current pursuant to the applicable
rules.
July 16, 2010
Page 4
Page 4
6. Representations
Comment: We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the Staff to be certain that they have provided all
information investors require for an informed decision. Since the Company and its management are in
possession of all facts relating to the Companys disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Response: The Company acknowledges the Staffs comment and confirms the following:
1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filings with the Commission; | ||
2. | The Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to such filings; and | ||
3. | The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any further questions or comments concerning the Registration Statement or this
response letter to the undersigned at (901) 543-5979 or ssiddiqui@bassberry.com.
Sincerely,
/s/ Sehrish Siddiqui
Sehrish Siddiqui