POS EX: Post-effective amendment filed solely to add exhibits to a registration statement
Published on September 22, 2010
Table of Contents
As filed with the Securities and Exchange Commission on September 21, 2010
Securities Act File No. 333-151930
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
þ Post-Effective Amendment No. 7
þ Post-Effective Amendment No. 7
TRIANGLE CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina 27612
(Address of Principal Executive Officers)
Raleigh, North Carolina 27612
(Address of Principal Executive Officers)
Registrants Telephone Number, Including Area Code:
(919) 719-4770
Garland S. Tucker III
President and Chief Executive Officer
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina 27612
(Name and Address of Agent For Service)
(919) 719-4770
Garland S. Tucker III
President and Chief Executive Officer
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina 27612
(Name and Address of Agent For Service)
Copies to:
John A. Good, Esq.
Bass, Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, Tennessee 38103-3672
Tel: (901) 543-5901
Fax: (888) 543-4644
John A. Good, Esq.
Bass, Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, Tennessee 38103-3672
Tel: (901) 543-5901
Fax: (888) 543-4644
Approximate Date of Proposed Public Offering: From time to time after the effective date
of the Registration Statement.
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities
offered in connection with a dividend reinvestment plan, check the following box. þ
This filing will become effective immediately upon filing pursuant to Rule 462(d) under
the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Table of Contents
EXPLANATORY NOTE
This Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No. 333-
151930) of Triangle Capital Corporation (the Registration Statement) is being filed pursuant to
Rule 462(d) under the Securities Act of 1933, as amended (the Securities Act), solely for the
purpose of filing an exhibit to the Registration Statement. Accordingly, this Post-Effective
Amendment No. 7 consists only of a facing page, this explanatory note and Part C of the
Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This
Post-Effective Amendment No. 7 does not modify any other part of the Registration Statement.
Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 7 shall become
effective immediately upon filing with the Securities and Exchange Commission. The contents of the
Registration Statement are hereby incorporated by reference.
2
Table of Contents
PART C
Other Information
Other Information
Item 25. Financial Statements and Exhibits.
(1) | Financial Statements |
The following financial statements of the Registrant are included in Part A
and B of this Registration Statement:
Audited Financial Statements |
||||
Report of Independent Registered Public Accounting Firm |
F-22 | |||
Consolidated Balance Sheets as of December 31, 2009 and 2008 |
F-23 | |||
Consolidated Statements of Operations for the years ended December
31, 2009 and 2008 and Combined Statement of Operations for the year
ended December 31, 2007 |
F-24 | |||
Consolidated Statements of Changes in Net Assets for the years ended
December 31, 2009 and 2008 |
F-25 | |||
Consolidated Statements of Cash Flows for the years ended December
31, 2009 and 2008 |
F-26 | |||
Consolidated Schedule of Investments as of December 31, 2009 |
F-27 | |||
Consolidated Schedule of Investments as of December 31, 2008 |
F-33 | |||
Notes to Financial Statements |
F-37 |
(2) | Exhibits |
(a) |
Articles of Amendment and Restatement of the Registrant (Incorporated by reference to Exhibit (a)(3) to the Registration Statement on Form N-2/N-5, File No. 333-138418, filed on December 29, 2006) | |
(b) |
Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.4 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 25, 2009) | |
(c) |
Not Applicable | |
(d) |
Form of Common Stock Certificate (Incorporated by reference to Exhibit (d) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-2/N-5, File No. 333-138418, filed on February 15, 2007) | |
(e) |
Dividend Reinvestment Plan (Incorporated by reference to Exhibit 4.2 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 12, 2008) | |
(f)(1) |
Triangle Mezzanine Fund LLLP debentures guaranteed by the SBA (Incorporated by reference to Exhibits f(1) through f(6) to the Registration Statement on Form N-2, File No. 333-151930, filed on June 25, 2008) | |
(f)(2) |
Agreement to Furnish Certain Instruments (Incorporated by reference to Exhibit (f)(7) to the Registration Statement on Form N-2, File No. 333-151930, filed on June 25, 2008) | |
(g) |
Not Applicable | |
(h) |
*Underwriting Agreement dated September 21, 2010 by and among Triangle Capital Corporation, Triangle Mezzanine Fund LLLP and the Underwriters named therein | |
(i) |
Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed on May 9, 2008) |
3
Table of Contents
Table of Contents
(j)(1)
|
Custodian Agreement between the Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit 10.7 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 29, 2007) | |
(j)(2)
|
Amendment to Custody Agreement between the Registrant and U.S. Bank National Association dated February 5, 2008 (Incorporated by reference to Exhibit 10.9 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 12, 2008) | |
(k)(1)
|
Stock Transfer Agency Agreement between the Registrant and The Bank of New York (Incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2007, filed on March 12, 2008 | |
(k)(2)
|
Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated March 27, 2008 (Incorporated by reference to Exhibit (k)(6) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, File No. 333-151930 filed on August 13, 2008) | |
(l)
|
Opinion and Consent of Counsel (Incorporated by reference to Exhibit (l) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, File No. 333-151930 filed on August 13, 2008) | |
(m)
|
Not Applicable | |
(n)(1)
|
Consent of Ernst & Young LLP, the independent registered public accounting firm for Registrant | |
(n)(2)
|
Report of Ernst & Young LLP regarding the senior security table contained herein | |
(n)(3)
|
Consent of Duff & Phelps, LLC (Incorporated by reference to Exhibit (n)(3) to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-151930 filed on September 16, 2008) | |
(o)
|
Not Applicable | |
(p)
|
Subscription and Investment Letter Agreement between the Registrant and Garland S. Tucker III (Incorporated by reference to Exhibit (p) to the Registration Statement on Form N-2/N-5, File No. 333-138418, filed November 3, 2006) | |
(q)
|
Not Applicable | |
(r)
|
Code of Conduct (Incorporated by reference to Exhibit 14.1 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2008 filed on February 25, 2009) | |
(s)
|
Power of Attorney (included on signature page hereto) |
* | Filed herewith |
Item 26. Marketing Arrangements.
The information contained under the heading Plan of Distribution on this Registration
Statement is incorporated herein by reference and any information concerning any underwriters will
be contained in the accompanying prospectus supplement.
Item 27. Other Expenses of Issuance and Distribution.
SEC registration fee |
$ | 11,790 | ||
Nasdaq Global Market additional listing fee |
$ | 65,000 | * | |
FINRA fee |
$ | 30,500 | ||
Accounting fees and expenses |
$ | 100,000 | * | |
Legal fees and expenses |
$ | 500,000 | * | |
Printing and engraving |
$ | 300,000 | * | |
Miscellaneous fees and expenses |
$ | 10,000 | * | |
Total |
$ | 1,017,290 |
* | Estimated for filing purposes. |
All of the expenses set forth above shall be borne by the Registrant.
4
Table of Contents
Item 28. Persons Controlled By or Under Common Control.
| Triangle Mezzanine Fund LLLP, a North Carolina limited liability limited partnership and wholly-owned subsidiary of the Registrant | ||
| Triangle Mezzanine Fund II LP, a Delaware limited partnership and wholly-owned subsidiary of the Registrant | ||
| New Triangle GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Registrant | ||
| New Triangle GP, LLC, a North Carolina limited liability company and wholly-owned subsidiary of the Registrant | ||
| ARC Industries Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant | ||
| Brantley Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant | ||
| Emerald Waste Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant | ||
| Energy Hardware Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant | ||
| Minco Holdings, Inc., a Delaware Corporation and wholly-owned subsidiary of the Registrant | ||
| Peaden Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant | ||
| Technology Crops Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant | ||
| Tulcan Fund Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
In addition, Triangle Capital Corporation may be deemed to control certain portfolio
companies. For a more detailed discussion of these entities, see Portfolio Companies in the
prospectus.
Item 29. Number of Holders of Securities.
The following table sets forth the number of record holders of the Registrants capital
stock at September 20, 2010.
Number of | ||||
Record | ||||
Title of Class | Holders | |||
Common stock, $0.001 par value |
59 |
Item 30. Indemnification.
Maryland law permits a Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a final judgment as
being material to the cause of action. Our charter contains such a provision that eliminates
directors and officers liability to the maximum extent permitted by Maryland law, subject to the
requirements of the 1940 Act.
Our charter authorizes us, to the maximum extent permitted by Maryland law and subject to
the requirements of the 1940 Act, to indemnify any present or former director or officer or any
individual who, while a director or officer and at our request, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a
director, officer, partner or trustee, from and against any claim or liability to
5
Table of Contents
which such person may become subject or which such person may incur by reason of his or her
service in any such capacity, except with respect to any matter as to which he or she is finally
adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or
her action was in our best interest.
Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the
requirements of the 1940 Act, to indemnify any present or former director or officer or any
individual who, while a director or officer and at our request, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a
director, officer, partner or trustee and who is made, or threatened to be made, a party to the
proceeding by reason of his or her service in any such capacity from and against any claim or
liability to which that person may become subject or which that person may incur by reason of his
or her service in any such capacity. Our bylaws also require us, to the maximum extent permitted by
Maryland law, without requiring a preliminary determination of the ultimate entitlement to
indemnification, to pay or reimburse reasonable expenses incurred by any such indemnified person in
advance of the final disposition of a proceeding.
Maryland law requires a corporation (unless its charter provides otherwise, which our
charter does not) to indemnify a director or officer who has been successful in the defense of any
proceeding to which he or she is made, or threatened to be made, a party by reason of his or her
service in that capacity. Maryland law permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding to which they may
be made, or threatened to be made, a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer was material to
the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result
of active and deliberate dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by
or in the right of the corporation or for a judgment of liability on the basis that a personal
benefit was improperly received, unless in either case a court orders indemnification, and then
only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses
to a director or officer upon the corporations receipt of (a) a written affirmation by the
director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by him or her or on
his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately
determined that the standard of conduct was not met.
The Registrant has obtained primary and excess insurance policies insuring our directors
and officers against some liabilities they may incur in their capacity as directors and officers.
Under such policies, the insurer, on the Registrants behalf, may also pay amounts for which the
Registrant has granted indemnification to the directors or officers.
6
Table of Contents
Item 31. Business and Other Connections of Investment Adviser.
Not applicable.
Item 32. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules thereunder are maintained at the Registrants offices
at 3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina 27612.
Item 33. Management Services.
Not applicable.
Item 34. Undertakings.
1. We hereby undertake to suspend any offering of shares until the prospectus or prospectus
supplement is amended if (1) subsequent to the effective date of this registration statement, our
net asset value declines more than ten percent from our net asset value as of the effective date of
this registration statement or (2) our net asset value increases to an amount greater than our net
proceeds (if applicable) as stated in the prospectus or prospectus supplement.
2. We hereby undertake:
a. to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the 1933 Act;
(2) to reflect in the prospectus or prospectus supplement any facts or events
after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement; and
(3) to include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change to such
information in this registration statement.
b. for the purpose of determining any liability under the 1933 Act, that each such
post-effective amendment to this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of those securities at
that time shall be deemed to be the initial bona fide offering thereof.
c. to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
d. for the purpose of determining liability under the 1933 Act to any purchaser, that
if we are subject to Rule 430C under the 1933 Act, each prospectus filed pursuant to
Rule 497(b), (c), (d) or (e) under the 1933 Act as part of this registration statement relating
to an offering shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness, provided, however, that no statement made in a
registration statement or prospectus or prospectus supplement that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to
7
Table of Contents
such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document
immediately prior to such date of first use.
e. for the purpose of determining liability of the Registrant under the 1933 Act to
any purchaser in the initial distribution of securities, that if the securities are offered or
sold to such purchaser by means of any of the following communications, we will be a seller to
the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus or prospectus supplement of us
relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act;
(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act
relating to the offering containing material information about us or our securities provided
by or on behalf of us; and
(3) any other communication that is an offer in the offering made by us to the
purchaser.
f. to file a post-effective amendment to the registration statement, and to suspend
any offers or sales pursuant the registration statement until such post-effective amendment has
been declared effective under the 1933 Act, in the event the shares of the Registrant are
trading below its net asset value and either (i) the Registrant receives, or has been advised by
its independent registered accounting firm that it will receive, an audit report reflecting
substantial doubt regarding the Registrants ability to continue as a going concern or (ii) the
Registrant has concluded that a material adverse change has occurred in its financial position
or results of operations that has caused the financial statements and other disclosures on the
basis of which the offering would be made to be materially misleading.
8
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company
Act of 1940, the Registrant has duly caused this Post-Effective Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Raleigh, and state of North
Carolina, on the 21st day of September 2010.
TRIANGLE CAPITAL CORPORATION |
||||
By: | /s/ Garland S. Tucker, III | |||
Name: | Garland S. Tucker, III | |||
Title: | President, Chief Executive Officer & Chairman of the Board of Directors |
|||
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby
constitutes and appoints Garland S. Tucker, III , Steven C. Lilly and C. Robert Knox, Jr. his true
and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any and all amendments and
post-effective amendments to this Registration Statement and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment
has been signed below by the following persons in the capacities and on the date indicated:
Signature | Title | Date | ||
/s/ Garland S. Tucker, III
|
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
September 21, 2010 | ||
*
|
Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial Officer) |
September 21, 2010 | ||
*
|
Chief Investment Officer and Director |
September 21, 2010 | ||
*
|
Controller (Principal Accounting Officer) | September 21, 2010 | ||
*
|
Director | September 21, 2010 | ||
*
|
Director | September 21, 2010 | ||
*
|
Director | September 21, 2010 | ||
*
|
Director | September 21, 2010 | ||
*
|
Director | September 21, 2010 |
By: |
/s/ Garland S. Tucker, III | September 21, 2010 | ||
Garland S. Tucker, III, Attorney-in-fact |
9