As filed with the Securities and Exchange Commission on
December 29, 2006
Securities Act File
No. 333-138418
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment
No. 1
Post-Effective Amendment
No.
Triangle Capital Corporation
(Exact name of registrant as
specified in charter)
3600 Glenwood Avenue, Suite 104
Raleigh, NC 27612
(919) 719-4770
(Address and telephone
number,
including area code, of
principal executive offices)
Garland S. Tucker III
President and Chief Executive Officer
3600 Glenwood Avenue, Suite 104
Raleigh, NC 27612
(Name and address of agent for
service)
COPIES TO:
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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
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Robert H.
Rosenblum, Esq.
Kirkpatrick & Lockhart Nicholson Graham LLP
1601 K Street NW
Washington, D.C. 20006
Tel:
(202) 778-9464
Fax:
(202) 778-9100
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Approximate date of proposed public offering: As soon as
practicable after the effective date of this 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. o
It is proposed that this filing will become effective (check
appropriate box):
o when declared
effective pursuant to section 8(c).
CALCULATION
OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Proposed Maximum
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Amount of
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Title of Securities
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Aggregate
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Registration
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Being Registered
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Amount Being Registered(1)
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Proposed Maximum Offering Price Per Share
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Offering Price(2)
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Fee(3)
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Common Stock
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4,025,000
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$15.00
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$60,375,000
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$6,460.13
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(1) |
Includes 525,000 shares subject to sale pursuant to the
underwriters overallotment option.
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(2) |
Estimated pursuant to Rule 457 solely for the purpose of
determining the registration fee.
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(3) |
Includes $6,152.50 paid with initial filing.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and
may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell these securities and is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted
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SUBJECT TO COMPLETION, DATED
DECEMBER 29, 2006
PRELIMINARY PROSPECTUS
3,500,000 Shares
Common Stock
We are a specialty finance company that provides customized
financing solutions to lower middle market companies located
throughout the United States, with an emphasis on the Southeast.
Our investment objective is to seek attractive returns by
generating current income from our debt investments and capital
appreciation from our equity related investments. We are an
internally managed closed-end, non-diversified investment
company that has elected to be treated as a business development
company under the Investment Company Act of 1940. Upon
completion of the formation transactions described in this
prospectus, we will acquire Triangle Mezzanine Fund LLLP, a
North Carolina limited liability limited partnership which is
licensed as a small business investment company by the United
States Small Business Administration. We will operate Triangle
Mezzanine Fund LLLP as a wholly-owned subsidiary and initially
will make all of our portfolio investments through that entity.
We are offering 3,500,000 shares of our common stock. This
is our initial public offering, and no public market currently
exists for our shares. We have applied to have our common stock
approved for quotation on the Nasdaq Global Market under the
symbol
TCAP.
Investing in our common stock is speculative and involves
numerous risks, and you could lose your entire investment if any
of the risks occurs. Among these risks is the risk associated
with the use of leverage. For more information regarding these
risks, please see Risk Factors beginning on
page 11. Our shares have no history of trading in a public
securities market. Shares of closed-end investment companies
have in the past frequently traded at a discount to their net
asset value. If our shares trade at a discount to net asset
value, it may increase the risk of loss for purchasers in this
offering. This prospectus contains important information about
us that a prospective investor should know before investing in
our common stock. Please read this prospectus before investing,
and keep it for future reference.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
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Per Share
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Total
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Public offering price
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$
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15.00
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$
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52,500,000
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Underwriting discount (sales load)
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$
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1.05
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$
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3,675,000
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Proceeds to us, before
expenses(1)
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$
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13.95
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$
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48,825,000
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(1)
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We estimate that we will incur
approximately $1,500,000 of expenses in connection with this
offering.
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We have granted the underwriters a
30-day
option to purchase up to an additional 525,000 shares of
our common stock at the public offering price, less the
underwriting discount (sales load), solely to cover
over-allotments, if any. If the over-allotment option is
exercised in full, the total public offering price would be
$60,375,000, the total underwriting discount (sales load) would
be $4,226,250, and the proceeds to us, before expenses, would be
$56,148,750.
The underwriters expect to deliver the shares on or
about ,
2007.
Morgan
Keegan & Company, Inc.
BB&T
Capital Markets
A Division of Scott & Stringfellow, Inc.
Avondale Partners
Sterne, Agee & Leach, Inc.
The date of this prospectus
is ,
2007.
TABLE OF
CONTENTS
You should rely only on the information contained in this
prospectus. Neither we nor the underwriters have authorized any
other person to provide you with different information from that
contained in this prospectus.
PROSPECTUS
SUMMARY
This summary highlights some of the information in this
prospectus. It is not complete and may not contain all of the
information that you may want to consider. You should read the
entire prospectus carefully, including Risk Factors,
Selected Financial and Other Data,
Managements Discussion and Analysis of Financial
Condition and Results of Operations and the historical
financial statements contained elsewhere in this prospectus.
Triangle Capital Corporation is a newly-organized Maryland
corporation formed for the purpose of acquiring Triangle
Mezzanine Fund LLLP and its general partner, Triangle Mezzanine
LLC, conducting the offering described in this prospectus and,
thereafter, operating as an internally managed business
development company under the Investment Company Act of 1940, as
amended, or the 1940 Act. Since 2003, our senior management team
has operated Triangle Mezzanine Fund LLLP, or the Existing
Fund, which has invested primarily in debt instruments, equity
investments, warrants and other securities of lower middle
market privately-held companies based in the United States. The
Existing Fund is licensed as a small business investment
company, or SBIC, by the United States Small Business
Administration, or SBA. Triangle Mezzanine LLC, or TML, has been
the general partner of the Existing Fund since its inception.
Simultaneously with the consummation of this offering, we intend
to acquire all of the equity interests in the Existing Fund and
TML through two separate transactions described elsewhere in
this prospectus under Formation; Business Development
Company and Regulated Investment Company Elections, and
the Existing Fund will operate as our wholly owned subsidiary.
Unless otherwise noted, the terms we,
us, our and Triangle refer
to the Existing Fund prior to the offering and to Triangle
Capital Corporation and its subsidiaries after the offering.
Triangle
Capital Corporation
Triangle Capital Corporation is a specialty finance company
organized to provide customized financing solutions to lower
middle market companies located throughout the United States,
with an emphasis on the Southeast. Our goal is to be the premier
provider of capital to these companies. We define lower middle
market companies as those having revenues between $10.0 and
$100.0 million. Our investment objective is to seek
attractive returns by generating current income from our debt
investments and capital appreciation from our equity related
investments. Our investment philosophy is to partner with
business owners, management teams and financial sponsors to
provide flexible financing solutions to fund growth, changes of
control, or other corporate events. We intend to invest
primarily in senior subordinated debt securities secured by
second lien security interests in portfolio company assets,
coupled with equity interests.
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 and $75.0 million and annual
earnings before interest, taxes, depreciation and amortization,
or EBITDA, between $2.0 and $10.0 million. We believe that
these companies have less access to capital and that the market
for such capital is underserved relative to larger companies.
Companies of this size are generally privately held and are less
well known to traditional capital sources such as commercial and
investment banks.
Historically, our investments generally have ranged from $2.0 to
$4.0 million due to certain investment limitations imposed
by the SBA. In certain situations, we have partnered with other
funds to provide larger financing commitments. With the
additional capital from this offering, we intend to increase our
financing commitments to between $5.0 and $15.0 million per
portfolio company. We intend to continue to operate the Existing
Fund as an SBIC, subject to SBA approval, and to utilize the
proceeds of the sale of SBA-guaranteed debentures, referred to
herein as SBA leverage, to enhance returns to our stockholders.
As of September 30, 2006, we had investments in 17
portfolio companies with an aggregate cost of $46.7 million.
Our principal executive offices are located at 3600 Glenwood
Avenue, Suite 104, Raleigh, North Carolina 27612, and our
telephone number is 919-719-4770. We maintain a website on the
Internet at www.tcap.com. Information contained on our website
is not incorporated by reference into this prospectus, and you
should not consider that information to be part of this
prospectus.
1
Our
Market Opportunity
According to Dun & Bradstreet, as of
December 2006, there were approximately
68,000 companies in the United States with revenues between
$10.0 and $100.0 million, of which approximately 89.0% were
privately held. We believe that these lower middle market
companies, particularly those located in the Southeast, are
relatively underserved by capital providers and present a
significant opportunity for attractive returns. We also believe
that the owners of many businesses founded in the years
following World War II are selling or soon will sell their
businesses. We expect that these factors will continue to foster
a robust investment pipeline involving companies in this size
range. These factors, coupled with the demand by these companies
for flexible sources of financing, create significant investment
opportunities for BDCs.
Another dynamic that we believe has contributed to attractive
investment returns in our target market is the broad-based
consolidation in the banking industry. Larger banks have scale
and cost structures that we believe lessen their incentive to
invest in lower middle market companies. Additionally, most
small companies and private lower middle market companies are
unable to issue public debt due to the small size of their
offerings and corresponding lack of liquidity. We believe these
factors have created an opportunity for non-bank lenders, such
as BDCs, to provide lower middle market companies with flexible
forms of financing. The relatively small number of institutions
investing in lower middle market companies provides specialty
finance companies, such as us, with opportunities to negotiate
favorable transaction terms and equity participations, allowing
us to enhance the potential for investor returns.
Finally, we are located, and much of the experience of certain
members of our senior management team has been gained, in the
Southeast. According to United States Census data, the southeast
region contains ten of the top 25 fastest growing metropolitan
areas in the United States. We believe that these high-growth
areas promote entrepreneurship, which in turn results in the
creation and growth of companies that meet our lower middle
market target investment profile. We believe that our focus on
lower middle market companies as well as the Southeast creates
significant investment opportunities for us.
Our
Business Strategy
We intend to accomplish our goal of becoming the premier
provider of capital to lower middle market companies by:
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Focusing on Underserved Markets. We
believe that broad-based consolidation in the financial services
industry coupled with operating margin and growth pressures have
caused financial institutions to de-emphasize services to lower
middle market companies in favor of larger corporate clients and
capital market transactions. We believe these dynamics have
resulted in the financing market for lower middle market
companies to be underserved, providing us with greater
investment opportunities.
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Providing Customized Financing
Solutions. We offer a variety of financing
structures and have the flexibility to structure our investments
to meet the needs of our portfolio companies. Typically we
invest in senior subordinated debt securities, coupled with
equity interests. We believe our ability to customize financing
arrangements makes us an attractive partner to lower middle
market companies.
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Leveraging the Experience of Our Management
Team. Our senior management team has more
than 100 years of combined experience advising, investing
in, lending to and operating companies across changing market
cycles. The members of our management team have diverse
investment backgrounds, with prior experience at investment
banks, specialty finance companies, commercial banks and
privately and publicly held companies in the capacity of
executive officers. We believe this diverse experience provides
us with an in depth understanding of the strategic, financial
and operational challenges and opportunities of lower middle
market companies. We believe this understanding allows us to
select and structure better investments and to efficiently
monitor and provide managerial assistance to our portfolio
companies.
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Applying Rigorous Underwriting Policies and Active
Portfolio Management. Our senior management
team has implemented rigorous underwriting policies that are
followed in each transaction. These policies include a thorough
analysis of each potential portfolio companys competitive
position,
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financial performance, management team operating discipline,
growth potential and industry attractiveness, allowing us to
better assess the companys prospects. After investing in a
company, we monitor the investment closely, typically receiving
monthly, quarterly and annual financial statements. We analyze
and discuss in detail the companys financial performance
with management in addition to attending regular board of
directors meetings. We believe that our initial and ongoing
portfolio review process allows us to monitor effectively the
performance and prospects of our portfolio companies.
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Taking Advantage of Low Cost Debentures Guaranteed by the
SBA. Our license to do business as an SBIC
allows us to issue fixed-rate, low interest debentures which are
guaranteed by the SBA and sold in the capital markets,
potentially allowing us to increase our net interest income
beyond the levels achievable by other BDCs utilizing traditional
leverage.
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Maintaining Portfolio
Diversification. While we focus our
investments in lower middle market companies, we seek to
diversify across various industries. We monitor our investment
portfolio to ensure we have acceptable diversification, using
industry and market metrics as key indicators. By monitoring our
investment portfolio for diversification we seek to reduce the
effects of economic downturns associated with any particular
industry or market sector. However, we may from time to time
hold securities of a single portfolio company that comprise more
than 5.0% of our total assets and/or more than 10.0% of the
outstanding voting securities of the portfolio company. For that
reason, we are classified as a non-diversified management
investment company under the 1940 Act.
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Utilizing Long-Standing Relationships to Source
Deals. Our senior management team maintains
extensive relationships with entrepreneurs, financial sponsors,
attorneys, accountants, investment bankers, commercial bankers
and other non-bank providers of capital who refer prospective
portfolio companies to us. These relationships historically have
generated significant investment opportunities. We believe that
our network of relationships will continue to produce attractive
investment opportunities and is likely to expand as a result of
our enhanced profile as a publicly held BDC.
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Our
Investment Criteria
We utilize the following criteria and guidelines in evaluating
investment opportunities. However, not all of these criteria and
guidelines have been, or will be, met in connection with each of
our investments.
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Established Companies With Positive Cash
Flow. We seek to invest in established
companies with a history of generating revenues and positive
cash flows. We typically focus on companies with a history of
profitability and minimum trailing twelve month EBITDA of
$2.0 million. We do not invest in
start-up
companies, distressed situations, turn-around
situations or companies that we believe have unproven business
plans.
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Experienced Management Teams With Meaningful Equity
Ownership. Based on our prior investment
experience, we believe that a management team with significant
experience with a portfolio company or relevant industry
experience and meaningful equity ownership is more committed to
a portfolio company. We believe management teams with these
attributes are more likely to manage the companies in a manner
that protects our debt investment and enhances the value of our
equity investment.
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Strong Competitive Position. We seek to
invest in companies that have developed strong positions within
their respective markets, are well positioned to capitalize on
growth opportunities and compete in industries with barriers to
entry. We also seek to invest in companies that exhibit a
competitive advantage, which may help to protect their market
position and profitability.
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Diversified Customer and Supplier
Base. We prefer to invest in companies that
have a diversified customer and supplier base. Companies with a
diversified customer and supplier base are generally better able
to endure economic downturns, industry consolidation and
shifting customer preferences.
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Significant Invested Capital. We
believe the existence of significant underlying equity value
provides important support to investments. We will look for
portfolio companies that we believe have sufficient value beyond
the layer of the capital structure in which we invest.
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Our
Investment Portfolio
As of September 30, 2006, we had investments in 17
portfolio companies with an aggregate cost of
$46.7 million. At September 30, 2006, the weighted
average yield on these outstanding investments was approximately
13.5% and the weighted average yield not including
payment-in-kind interest, or PIK interest, was 11.1%. There is
no assurance that the portfolio yields will remain at these
levels after the offering. The following table sets forth
certain unaudited information as of September 30, 2006 for
each portfolio company in which we had a debt or equity
investment.
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Portfolio
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Nature of Principal
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Date(s) of
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Title of
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%Equity
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Company
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Business (Location)
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Investment
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Security
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Held(1)
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Cost(2)
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AirServ Corporation
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Airport services (Atlanta, GA)
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June 21, 2004
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Subordinated debt
Warrants
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4.0
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$
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3,762,467
414,285
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Ambient Air Corporation
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Residential and commercial HVAC
contractor (Panama City, FL)
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April 19,
2006(3)
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Subordinated debt
Warrants
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7.6
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3,868,394
142,361
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ARC Industries, LLC
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Removal and disposal of industrial
liquid waste (Charlotte, NC)
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November 9, 2005
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Subordinated debt
LLC interests
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30.0
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2,396,803
175,000
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Art Headquarters, Inc.
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Framed art supplier
(Clearwater, FL)
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January 31, 2005
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Subordinated debt
Warrants
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15.0
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2,650,578
40,800
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Assurance Operations Corp.
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Specialty metal fabrication and
stamping (Killen, AL)
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March 22, 2006
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Subordinated debt
Common stock
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3.6
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3,594,509
200,000
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Axxiom Manufacturing, Inc.
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Manufactures air blast equipment
(Fresno, TX)
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January 13, 2006
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Subordinated debt
Common stock
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21.5
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(4)
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2,029,186
200,000
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CV Holdings, LLC
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Design and manufacture of polymer
products (Amsterdam, NY)
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April 28, 2005
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Subordinated
debt(5)
Royalties(6)
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4,612,292
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DataPath,
Inc.(7)
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Satellite communication systems
(Duluth, GA)
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September 16, 2004
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Common stock
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0.7
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101,500
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Eastern Shore Ambulance, Inc.
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Provides non-emergency and
emergency ambulatory services (Portsmouth, VA)
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July 20, 2006
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Subordinated debt
Warrants
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6.0
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946,881
55,268
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Fire Sprinkler Systems
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Designs and installs sprinkler
systems for residential construction (Corona, CA)
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April 17, 2006
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Subordinated debt
Common stock
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2.5
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2,690,484
250,000
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Flint Trading Inc.
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Traffic safety markings
(Thomasville, NC)
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September 15, 2004;
February 28,
2006(8)
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Subordinated debt
Preferred stock
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4.7
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3,765,639
308,333
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Garden Fresh Restaurant Corp.
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Casual dining restaurant chain
(San Diego, CA)
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December 22, 2005
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Subordinated debt
LLC interests
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0.9
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3,000,000
500,000
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Genapure
Corporation(9)
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Lab testing services
(Boca Raton, FL)
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January 22, 2004;
April 1,
2005(10)
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Common stock
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6.1
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500,000
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Gerli & Company
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Designs and manufactures high-end
decorative fabrics (New York, NY)
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February 27, 2006
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Subordinated debt
Warrants
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6.0
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2,962,581
83,414
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Library Systems & Services
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Provides outsourced library
management services
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March 31, 2006
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Subordinated debt
Warrants
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11.2
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1,947,791
58,995
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(Germantown, MD)
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Numo Manufacturing, Inc.
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Manufactures and markets
promotional and gift products
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December 16, 2005
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Subordinated debt
Warrants
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18.6
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2,700,000
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(Kaufman, TX)
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Porters Fabrications, LLC
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Fabricated metal part supplier
(Bessemer City, NC)
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July 1, 2005
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Subordinated debt
LLC interests
Warrants
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7.2
28.0
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2,277,542
250,000
221,154
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Total
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$
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46,706,257
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(1)
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Includes common stock, preferred
stock or LLC interests held directly and any equity securities
issuable upon exercise of warrants.
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(2)
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Includes amortized original issue
discount and PIK interest, where applicable, as of and through
September 30, 2006. In each case, PIK interest involves
securities of the same type and by the same issuer.
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(3)
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On May 16, 2005, we invested
in subordinated debt in the form of two notes, and we received
warrant rights in the same transaction. On April 19, 2006,
these two loans were repaid, and two new notes totaling
$8.0 million were issued to us. We syndicated
$4.0 million of this debt to two other participants.
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(4)
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Does not include a warrant to
purchase 1,000 shares of Axxioms common stock at an
exercise price of $5.00 per share, held by the Existing
Fund upon completion of the formation transactions.
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(5)
|
|
On September 22, 2006, we
invested an additional $250,000 in subordinated debt.
|
4
|
|
|
(6)
|
|
Refers to the synthetic equity
interest we have negotiated with CV Holdings, LLC. The royalties
are exercisable upon the maturity of the loan, or other events
as set forth in the agreement, for 0.7% of the company
value, calculated as the greater of twelve month trailing
EBITDA, twenty-four month trailing EBITDA divided by two or fair
market value of the portfolio company as determined by its
board, whichever is greatest.
|
|
|
|
(7)
|
|
The $3.2 million loan was
prepaid on September 30, 2005 with a 4.0% prepayment
penalty. We received an equity gain and return of capital during
the nine months ended June 30, 2006. We still maintain an
equity position in the portfolio company.
|
|
|
|
(8)
|
|
On February 28, 2006, we
invested an additional $250,000 in subordinated debt.
|
|
|
|
(9)
|
|
The $3.5 million loan was
prepaid on October 3, 2005 with a 4.0% prepayment penalty.
We still maintain our equity position in the portfolio company.
|
|
|
|
(10)
|
|
On April 1, 2005, we invested
an additional $250,000 in common stock bringing our total equity
investment to $500,000.
|
Recent
Developments
On October 4, 2006, we closed a $1.5 million
subordinated debt investment in Bruce Plastics, Inc., a plastic
injection molding company based in Pittsburgh, Pennsylvania.
Under the loan, the portfolio company will pay 14.0% current
interest per annum and has the option to increase its debt by
$1.0 million under specific circumstances. We also received
a warrant to purchase up to 12.0% of the companys common
stock.
On November 3, 2006, the Existing Fund increased its investment
in AirServ Corporation by investing an additional $225,000 in
subordinated debt, increasing its total investment to $4.2
million.
On November 3, 2006, the Existing Fund purchased $30,000 of
common stock in Eastern Shore Ambulance, Inc.
Formation
Transactions
Triangle Capital Corporation is a newly organized Maryland
corporation formed on October 10, 2006, for the purpose of
acquiring 100% of the equity interests in the Existing Fund and
TML, raising capital in this offering and thereafter operating
as an internally managed business development company under the
1940 Act. At the time of closing of this offering, we will
consummate the following formation transactions:
|
|
|
|
|
We will acquire 100% of the limited partnership interests in the
Existing Fund, which will become our wholly owned subsidiary,
retain its SBIC license, continue to hold its existing
investments and make new investments with net proceeds of this
offering. We will issue 1,416,667 shares of common stock,
having an aggregate value based on the initial public offering
price of $21,250,000, to the limited partners of the Existing
Fund in exchange for their limited partnership interests.
|
|
|
|
|
|
We will acquire 100% of the equity interests in TML, the general
partner of the Existing Fund. We will issue to the members of
TML 500,000 shares of common stock, having an aggregate
value based on the initial public offering price of $7,500,000,
in exchange for their equity interests in TML. Under the current
agreement of limited partnership, or partnership agreement, of
the Existing Fund, TML is entitled to 20.0% of the Existing
Funds profits and capital after the limited partners have
received distributions of their entire investment and a 7.0%
compound annual return on their investment. TML did not make a
capital contribution to the Existing Fund, but rather has
received this interest in exchange for performing the function
of and assuming the risks as general partner of the Existing
Fund. We call this a carried interest. The value
being received by the members of TML is based on the estimated
present value of the 20.0% carried interest in the Existing Fund
and was negotiated and agreed to by limited partners holding
approximately 90% of the limited partnership interests in the
Existing Fund.
|
5
The following diagram depicts our ownership structure upon
completion of this offering and the formation transactions:
|
|
|
(1)
|
|
Includes 30,000 shares of
common stock issued to Triangle Capital Partners, LLC in
December 2006.
|
After completion of this offering, we will be a closed-end,
non-diversified investment company that has elected to be
treated as a BDC under the 1940 Act. In addition, the Existing
Fund will elect to be treated as a BDC. We will be internally
managed by our executive officers under the supervision of our
board of directors. As a result, we will not pay any external
investment advisory fees, but instead we will incur the
operating costs associated with employing investment and
portfolio management professionals.
As a business development company, we will be required to comply
with numerous regulatory requirements. We will be permitted to,
and expect to, finance our investments using debt and equity.
However, our ability to use debt will be limited in certain
significant respects. See Regulations. We intend to
elect to be treated for federal income tax purposes as a
regulated investment company, or RIC, under the Internal Revenue
Code of 1986, as amended, or the Code. See Material
U.S. Federal Income Tax Considerations. As a RIC, we
generally will not have to pay corporate-level federal income
taxes on any net ordinary income or capital gains that we
distribute to our stockholders as dividends if we meet certain
source-of-income
and asset diversification requirements.
6
The
Offering
|
|
|
Common stock offered by us |
|
3,500,000 shares
(1)
|
|
|
|
Common stock to be issued in formation transactions |
|
1,916,667 shares |
|
|
|
Common stock outstanding prior to this offering |
|
30,000 shares |
|
|
|
Common stock to be outstanding after this offering and
completion of formation transactions |
|
5,446,667 shares
(1)
|
|
|
|
Use of proceeds |
|
Our net proceeds from this offering will be approximately
$47.3 million. We intend to contribute approximately
$41.0 million of the net proceeds from this offering to the
Existing Fund to make investments in lower middle market
companies in accordance with our investment objective and
strategies described in this prospectus. Pending such use, we
will invest the net proceeds primarily in short-term securities
consistent with our BDC election and our election to be taxed as
a RIC. We intend to retain the balance of the net proceeds to
pay expenses, dividends and for general corporate purposes. See
Use of Proceeds. |
|
|
|
Proposed Nasdaq Global Market symbol |
|
TCAP |
|
Dividends and distributions |
|
We intend to pay quarterly dividends to our stockholders out of
assets legally available for distribution. Our dividends, if
any, will be determined by our board of directors. |
|
Taxation |
|
We intend to elect to be treated as a RIC for federal income tax
purposes. Accordingly, we generally will not pay corporate-level
federal income taxes on any net ordinary income or capital gains
that we distribute to our stockholders as dividends. To obtain
and maintain our RIC tax treatment, we must meet specified
source-of-income
and asset diversification requirements and distribute annually
at least 90.0% of our net ordinary income and realized net
short-term capital gains in excess of realized net long-term
capital losses, if any. See Distributions. |
|
Dividend reinvestment plan |
|
We have a dividend reinvestment plan for our stockholders. The
dividend reinvestment plan is an opt out dividend
reinvestment plan. As a result, if we declare a dividend, then
stockholders cash dividends will be automatically
reinvested in additional shares of our common stock, unless they
specifically opt out of the dividend reinvestment
plan so as to receive cash dividends. Stockholders who receive
distributions in the form of stock will be subject to the same
federal, state and local tax consequences as stockholders who
elect to receive their distributions in cash. See Dividend
Reinvestment Plan. |
|
Trading at a discount |
|
Shares of closed-end investment companies frequently trade at a
discount to their net asset value. This risk is separate and
distinct from the risk that our net asset value per share may
decline. We cannot predict whether our shares will trade above,
at or below net asset value. |
7
|
|
|
Risk factors |
|
See Risk Factors beginning on page 11 and the
other information included in this prospectus for a discussion
of factors you should carefully consider before deciding to
invest in shares of our common stock. |
|
Available information |
|
After completion of this offering, we will be required to file
periodic reports, proxy statements and other information with
the SEC. This information will be available at the SECs
public reference room in Washington, D.C. and on the
SECs Internet website at www.sec.gov. We intend to provide
much of the same information on our website at www.tcap.com.
Information contained on our website is not part of this
prospectus and should not be relied upon as such. |
|
|
|
(1)
|
|
Does not include 525,000 shares of common stock issuable
pursuant to the over-allotment option granted by us to the
underwriters. |
8
FEES AND
EXPENSES
The following table is intended to assist you in understanding
the costs and expenses that an investor in this offering will
bear directly or indirectly. We caution you that some of the
percentages indicated in the table below are estimates and may
vary. Except where the context suggests otherwise, whenever this
prospectus contains a reference to fees or expenses paid by
you, us or Triangle, or that
we will pay fees or expenses, stockholders will
indirectly bear such fees or expenses as investors in us.
Stockholder
Transaction Expenses:
|
|
|
|
|
Sales load (as a percentage of
offering price)
|
|
|
7.0
|
%(1)
|
Offering expenses borne by us (as
a percentage of offering price)
|
|
|
2.9
|
%(2)
|
Dividend reinvestment plan expenses
|
|
|
|
(3)
|
Total stockholder transaction
expenses (as a percentage of offering price)
|
|
|
9.9
|
%
|
Annual
Expenses (as a percentage of net assets attributable to common
stock):
|
|
|
|
|
Operating expenses
|
|
|
5.7
|
%(4)
|
Interest payments on borrowed funds
|
|
|
2.6
|
%(5)
|
Total annual expenses
|
|
|
8.3
|
%(6)
|
Example
The following example demonstrates the projected dollar amount
of total cumulative expenses that would be incurred over various
periods with respect to a hypothetical investment in our common
stock. In calculating the following expense amounts, we have
assumed we would have no additional leverage and that our annual
operating expenses would remain at the levels set forth in the
table above, and that you would pay a sales load of 7.0% (the
underwriting discount to be paid by us with respect to common
stock sold by us in this offering).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
|
3 Years
|
|
|
5 Years
|
|
|
10 Years
|
|
|
You would pay the following
expenses on a $1,000 investment, assuming a 5.0% annual return
|
|
$
|
184
|
|
|
$
|
346
|
|
|
$
|
496
|
|
|
$
|
828
|
|
|
|
|
(1)
|
|
The underwriting discount with
respect to shares sold in this offering, which is a one-time
fee, is the only sales load paid in connection with this
offering.
|
|
|
|
(2)
|
|
Amount reflects estimated offering
expenses of approximately $1,500,000 to be paid by us.
|
|
|
|
(3)
|
|
The expenses of administering our
dividend reinvestment plan are included in operating expenses.
|
|
|
|
(4)
|
|
Operating expenses represent our
annualized estimated operating expenses for our first twelve
months of operations commencing immediately after the offering,
excluding interest payments on borrowed funds. We do not have an
investment adviser and are internally managed by our executive
officers under the supervision of our board of directors. As a
result, we do not pay investment advisory fees, but instead we
pay the operating costs associated with employing investment
management professionals.
|
|
|
|
(5)
|
|
Interest payments on borrowed funds
represent our annualized interest payments on borrowed funds
based on actual results for the nine months ended
September 30, 2006.
|
|
|
|
(6)
|
|
The total annual expenses are the
sum of operating expenses and interest payments on borrowed
funds. We will borrow money to leverage our net assets and
increase our total assets. The SEC requires that Total
annual expenses percentage be calculated as a percentage
of net assets, rather than the total assets, which includes
assets that have been funded with borrowed money. If the
Total annual expenses percentage were calculated
instead as a percentage of total assets, our Total annual
expenses would be 3.9% of total assets.
|
The example and the expenses in the tables above should not
be considered a representation of our future expenses, and
actual expenses may be greater or lesser than those shown.
While the example assumes, as required by the SEC, a 5.0% annual
return, our performance will vary and may result in a return
greater or less than 5.0%. The table above does not reflect
additional SBA leverage that we intend to employ in the future.
In addition, while the example assumes reinvestment of all
dividends at net asset value, participants in our dividend
reinvestment plan will receive a number of shares of our common
stock, determined by dividing the total dollar amount of the
dividend payable to a participant by the market price per share
of our common stock at the close of trading on the dividend
payment date, which may be at, above or below net asset value.
See Dividend Reinvestment Plan for additional
information regarding our dividend reinvestment plan.
9
SELECTED
FINANCIAL AND OTHER DATA
The selected historical financial and other data below reflects
the operations of Triangle Mezzanine Fund LLLP. See
Formation; Business Development Company and Regulated
Investment Company Elections. The selected financial data
at and for the fiscal years ended December 31, 2003, 2004
and 2005 and at and for the nine months ended September 30,
2006 have been derived from our financial statements that have
been audited by Ernst & Young LLP, an independent
registered public accounting firm. The selected financial data
at and for the nine months ended September 30, 2005 have
been derived from unaudited financial data, but in the opinion
of management, reflect all adjustments (consisting only of
normal recurring adjustments) that are necessary to present
fairly the results for such interim periods. Interim results at
and for the nine months ended September 30, 2006, are not
necessarily indicative of the results that may be expected for
the year ending December 31, 2006. You should read this
selected financial and other data in conjunction with our
Managements Discussion and Analysis of Financial
Condition and Results of Operations and the financial
statements and notes thereto.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2005
|
|
|
2006
|
|
|
|
(Dollars in thousands)
|
|
|
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest, fee and dividend
income
|
|
$
|
26
|
|
|
$
|
1,969
|
|
|
$
|
5,855
|
|
|
$
|
4,332
|
|
|
$
|
4,802
|
|
Interest income from cash and cash
equivalent investments
|
|
|
15
|
|
|
|
18
|
|
|
|
108
|
|
|
|
16
|
|
|
|
212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
41
|
|
|
|
1,987
|
|
|
|
5,963
|
|
|
|
4,348
|
|
|
|
5,014
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
339
|
|
|
|
1,543
|
|
|
|
1,083
|
|
|
|
1,379
|
|
Amortization of deferred financing
fees
|
|
|
|
|
|
|
38
|
|
|
|
90
|
|
|
|
66
|
|
|
|
74
|
|
Management fees
|
|
|
1,048
|
|
|
|
1,564
|
|
|
|
1,574
|
|
|
|
1,180
|
|
|
|
1,190
|
|
General and administrative expenses
|
|
|
165
|
|
|
|
83
|
|
|
|
58
|
|
|
|
55
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,213
|
|
|
|
2,024
|
|
|
|
3,265
|
|
|
|
2,384
|
|
|
|
2,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(1,172
|
)
|
|
|
(37
|
)
|
|
|
2,698
|
|
|
|
1,964
|
|
|
|
2,331
|
|
Net realized gain (loss) on
investments non-control/non-affiliate
|
|
|
|
|
|
|
|
|
|
|
(3,500
|
)
|
|
|
(3,500
|
)
|
|
|
5,977
|
|
Net unrealized appreciation
(depreciation) of investments
|
|
|
|
|
|
|
(1,225
|
)
|
|
|
3,975
|
|
|
|
2,975
|
|
|
|
(2,553
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on investments
|
|
|
|
|
|
|
(1,225
|
)
|
|
|
475
|
|
|
|
(525
|
)
|
|
|
3,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net
assets resulting from operations
|
|
$
|
(1,172
|
)
|
|
$
|
(1,262
|
)
|
|
$
|
3,173
|
|
|
$
|
1,439
|
|
|
$
|
5,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value
|
|
$
|
|
|
|
$
|
19,701
|
|
|
$
|
37,144
|
|
|
$
|
34,541
|
|
|
$
|
46,903
|
|
Deferred loan origination revenue
|
|
|
(35
|
)
|
|
|
(537
|
)
|
|
|
(602
|
)
|
|
|
(621
|
)
|
|
|
(676
|
)
|
Cash and cash equivalents
|
|
|
2,973
|
|
|
|
2,849
|
|
|
|
6,067
|
|
|
|
6,468
|
|
|
|
7,358
|
|
Interest and fees receivable
|
|
|
|
|
|
|
98
|
|
|
|
50
|
|
|
|
39
|
|
|
|
100
|
|
Deferred financing fees
|
|
|
|
|
|
|
823
|
|
|
|
1,085
|
|
|
|
1,110
|
|
|
|
1,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,938
|
|
|
$
|
22,934
|
|
|
$
|
43,744
|
|
|
$
|
41,537
|
|
|
$
|
54,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners
capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
10
|
|
|
$
|
|
|
|
$
|
13
|
|
|
$
|
|
|
|
$
|
|
|
Interest payable
|
|
|
|
|
|
|
230
|
|
|
|
566
|
|
|
|
106
|
|
|
|
152
|
|
SBA-guaranteed debentures payable
|
|
|
|
|
|
|
17,700
|
|
|
|
31,800
|
|
|
|
31,800
|
|
|
|
31,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
10
|
|
|
|
17,930
|
|
|
|
32,379
|
|
|
|
31,906
|
|
|
|
31,952
|
|
Total partners capital
|
|
|
2,928
|
|
|
|
5,004
|
|
|
|
11,365
|
|
|
|
9,631
|
|
|
|
22,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
partners capital
|
|
$
|
2,938
|
|
|
$
|
22,934
|
|
|
$
|
43,744
|
|
|
$
|
41,537
|
|
|
$
|
54,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield on
investments
|
|
|
|
|
|
|
15.5
|
%
|
|
|
14.2
|
%
|
|
|
14.6
|
%
|
|
|
13.5
|
%
|
Number of portfolio companies
|
|
|
|
|
|
|
6
|
|
|
|
12
|
|
|
|
10
|
|
|
|
17
|
|
Expense ratios (as percentage of
average net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
107.4
|
%
|
|
|
32.2
|
%
|
|
|
21.3
|
%
|
|
|
17.8
|
%
|
|
|
6.2
|
%
|
Interest expense and deferred
financing fees
|
|
|
|
|
|
|
7.4
|
|
|
|
21.4
|
|
|
|
16.6
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
107.4
|
%
|
|
|
39.6
|
%
|
|
|
42.7
|
%
|
|
|
34.4
|
%
|
|
|
13.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
RISK
FACTORS
Investing in our common stock involves a number of
significant risks. In addition to the other information
contained in this prospectus, you should consider carefully the
following information before making an investment in our common
stock. The risks set out below are not the only risks we face.
Additional risks and uncertainties not presently known to us or
not presently deemed material by us might also impair our
operations and performance. If any of the following events
occur, our business, financial condition and results of
operations could be materially and adversely affected. In such
case, our net asset value and the trading price of our common
stock could decline, and you may lose all or part of your
investment.
Risks
Relating to Our Business and Structure
Our
financial condition and results of operations will depend on our
ability to manage and deploy capital effectively.
Our ability to achieve our investment objective will depend on
our ability to effectively manage and deploy capital raised in
this offering, which will depend, in turn, on our management
teams ability to identify, evaluate and monitor, and our
ability to finance and invest in, companies that meet our
investment criteria. We cannot assure you that we will achieve
our investment objective.
Accomplishing this result on a cost-effective basis will be
largely a function of our management teams handling of the
investment process, its ability to provide competent, attentive
and efficient services and our access to investments offering
acceptable terms. In addition to monitoring the performance of
our existing investments, members of our management team and our
investment professionals may also be called upon to provide
managerial assistance to our portfolio companies. These demands
on their time may distract them or slow the rate of investment.
Even if we are able to grow and build upon our investment
operations in a manner commensurate with the increased capital
available to us as a result of this offering, any failure to
manage our growth effectively could have a material adverse
effect on our business, financial condition, results of
operations and prospects. The results of our operations will
depend on many factors, including the availability of
opportunities for investment, readily accessible short and
long-term funding alternatives in the financial markets and
economic conditions. Furthermore, if we cannot successfully
operate our business or implement our investment policies and
strategies as described in this prospectus, it could negatively
impact our ability to pay dividends and cause you to lose all or
part of your investment.
There
may be uncertainty as to the value of our portfolio
investments.
Under the 1940 Act, we will be required to carry our portfolio
investments at market value or, if there is no readily available
market value, at fair value as determined by our board of
directors. Typically there is not a public market for the
securities of the privately held companies in which we have
invested and will generally continue to invest. As a result, we
will value these securities quarterly at fair value as
determined in good faith by our board of directors based on
input from management, a third party independent valuation firm
and our audit committee.
Our board of directors intends to utilize the services of an
independent valuation firm, presently Duff & Phelps,
LLC, to assist in determining the fair value of any securities.
The determination of fair value and consequently, the amount of
unrealized gains and losses in our portfolio, is to a certain
degree subjective and dependent on the judgment of our board.
Certain factors that may be considered in determining the fair
value of our investments include the nature and realizable value
of any collateral, the portfolio companys earnings and its
ability to make payments on its indebtedness, the markets in
which the portfolio company does business, comparison to
comparable publicly-traded companies, discounted cash flow and
other relevant factors. Because such valuations, and
particularly valuations of private securities and private
companies, are inherently uncertain, may fluctuate over short
periods of time and may be based on estimates, our
determinations of fair value may differ materially from the
values that would have been used if a ready market for these
securities existed. Due to this uncertainty, our fair value
determination may cause our net asset value
11
on a given date to materially understate or overstate the value
that we may ultimately realize upon one or more of our
investments. As a result, investors purchasing our common stock
based on an overstated net asset value would pay a higher price
than the value of our investments might warrant. Conversely,
investors selling shares during a period in which the net asset
value understates the value of our investments will receive a
lower price for their shares than the value of our investment
portfolio might warrant.
We
operate in a highly competitive market for investment
opportunities.
We compete for investments with other business development
companies and investment funds (including private equity funds
and mezzanine funds), as well as traditional financial services
companies such as commercial banks and other sources of funding.
Many of our competitors are substantially larger and have
considerably greater financial, technical and marketing
resources than we do. For example, some competitors may have a
lower cost of funds and access to funding sources that are not
available to us. In addition, some of our competitors may have
higher risk tolerances or different risk assessments. These
characteristics could allow our competitors to consider a wider
variety of investments, establish more relationships and offer
better pricing and more flexible structuring than we. We may
lose investment opportunities if we do not match our
competitors pricing, terms and structure. If we are forced
to match our competitors pricing, terms and structure, we
may not be able to achieve acceptable returns on our investments
or may bear substantial risk of capital loss. A significant part
of our competitive advantage stems from the fact that the lower
middle market is underserved by traditional commercial and
investment banks, and generally has less access to capital. A
significant increase in the number
and/or the
size of our competitors in this target market could force us to
accept less attractive investment terms. Furthermore, many of
our competitors have greater experience operating under, or are
not subject to, the regulatory restrictions that the 1940 Act
will impose on us as a business development company.
We
have not identified specific investments in which to invest all
of the proceeds of this offering.
As of the date of this prospectus, we have not entered into
definitive agreements for any specific investments in which to
invest the net proceeds of this offering. Currently we have a
number of term sheets outstanding, representing potential new
investments. These potential investments, however, are still
subject to further research and due diligence, and may not
materialize. Although we are and will continue to evaluate and
seek new investment opportunities, you will not be able to
evaluate prior to your purchase of common stock in this offering
the manner in which we will invest the net proceeds of this
offering, or the economic merits of any new investment.
We are
dependent upon our key investment personnel for our future
success.
We depend on the members of our senior management team,
particularly Garland S. Tucker III, Brent P.W. Burgess,
Steven C. Lilly, Tarlton H. Long and David F. Parker, for the
identification, final selection, structuring, closing and
monitoring of our investments. These employees have critical
industry experience and relationships that we rely on to
implement our business plan. If we lose the services of these
individuals, we may not be able to operate our business as we
expect, and our ability to compete could be harmed, which could
cause our operating results to suffer. We intend to enter into
employment agreements with each of our executive officers upon
consummation of our initial public offering.
Additionally, the increase in available capital for investment
resulting from this offering will require that we retain new
investment and administrative personnel. We believe our future
success will depend, in part, on our ability to identify,
attract and retain sufficient numbers of highly skilled
employees. If we do not succeed in identifying, attracting and
retaining these personnel, we may not be able to operate our
business as we expect.
12
Our
business model depends to a significant extent upon strong
referral relationships, and our inability to maintain or develop
these relationships, as well as the failure of these
relationships to generate investment opportunities, could
adversely affect our business.
We expect that members of our management team will maintain
their relationships with financial institutions, private equity
and other non-bank investors, investment bankers, commercial
bankers, attorneys, accountants and consultants, and we will
rely to a significant extent upon these relationships to provide
us with potential investment opportunities. If our management
team fails to maintain its existing relationships or develop new
relationships with other sponsors or sources of investment
opportunities, we will not be able to grow our investment
portfolio. In addition, individuals with whom members of our
management team have relationships are not obligated to provide
us with investment opportunities, and, therefore, there is no
assurance that such relationships will generate investment
opportunities for us.
We
have no operating history as a business development company or
as a regulated investment company, which may impair your ability
to assess our prospects.
The Existing Fund was formed in 2003 by certain members of our
senior management team. Prior to this offering, however, we have
not operated, and our management team has no experience
operating, as a business development company under the 1940 Act
or as a regulated investment company under Subchapter M of the
Code. As a result, we have no operating results under these
regulatory frameworks that can demonstrate to you either their
effect on our business or our ability to manage our business
under these frameworks. If we fail to operate our business so as
to maintain our status as a business development company or a
RIC, our operating flexibility will be significantly reduced.
The
Existing Fund is licensed by the SBA, and therefore subject to
SBA regulations.
The Existing Fund is licensed to act as a small business
investment company and is regulated by the SBA. Under current
SBA regulations, a licensed SBIC can provide capital to those
entities that have a tangible net worth not exceeding
$18.0 million and an average annual net income after
Federal income taxes not exceeding $6.0 million for the two
most recent fiscal years. In addition, a licensed SBIC must
devote 20.0% of its investment activity to those entities
that have a tangible net worth not exceeding $6.0 million
and an average annual net income after Federal income taxes not
exceeding $2.0 million for the two most recent fiscal
years. The SBA regulations also provide alternative size
standard criteria to determine eligibility, which depend on the
industry in which the business is engaged and are based on
factors such as the number of employees and gross sales. The SBA
regulations permit licensed SBICs to make long term loans to
small businesses, invest in the equity securities of such
businesses and provide them with consulting and advisory
services. The SBA also places certain limitations on the
financing terms of investments by SBICs in portfolio companies
and prohibits SBICs from providing funds for certain purposes or
to businesses in a few prohibited industries. Compliance with
SBA requirements may cause the Existing Fund to forego
attractive investment opportunities that are not permitted under
SBA regulations.
Further, the SBA regulations require that a licensed SBIC be
periodically examined and audited by the SBA to determine its
compliance with the relevant SBA regulations. The SBA prohibits,
without prior SBA approval, a change of control of
an SBIC or transfers that would result in any person (or a group
of persons acting in concert) owning 10.0% or more of a class of
capital stock of a licensed SBIC. If the Existing Fund fails to
comply with applicable SBA regulations, the SBA could, depending
on the severity of the violation, limit or prohibit the Existing
Funds use of debentures, declare outstanding debentures
immediately due and payable,
and/or limit
the Existing Fund from making new investments.
Because
we borrow money, the potential for gain or loss on amounts
invested in us is magnified and may increase the risk of
investing in us.
Borrowings, also known as leverage, magnify the potential for
gain or loss on amounts invested and, therefore, increases the
risks associated with investing in us. The Existing Fund issues
debt securities guaranteed by the SBA and sold in the capital
markets. As a result of its guarantee of the debt securities,
the
13
SBA has fixed dollar claims on the Existing Funds assets
that are superior to the claims of our common stockholders. We
may also borrow from banks and other lenders in the future. If
the value of our assets increases, then leveraging would cause
the net asset value attributable to our common stock to increase
more sharply than it would have had we not leveraged.
Conversely, if the value of our assets decreases, leveraging
would cause net asset value to decline more sharply than it
otherwise would have had we not leveraged. Similarly, any
increase in our income in excess of interest payable on the
borrowed funds would cause our net income to increase more than
it would without the leverage, while any decrease in our income
would cause net income to decline more sharply than it would
have had we not borrowed. Such a decline could negatively affect
our ability to make common stock dividend payments. Leverage is
generally considered a speculative investment technique.
On September 30, 2006, we had $31.8 million of
outstanding indebtedness guaranteed by the SBA, which had a
weighted average annualized interest cost of 5.77% for the nine
months ended September 30, 2006.
Illustration. The following table illustrates
the effect of leverage on returns from an investment in our
common stock assuming various annual returns, net of expenses.
The calculations in the table below are hypothetical based on
our weighted average annualized interest cost of 5.77%. Our
actual borrowing rate may be higher or lower than the assumed
rate and actual returns may be higher or lower than those
appearing below.
Assumed
Return on Our Portfolio
(net of expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.0)%
|
|
|
(5.0)%
|
|
|
0.0%
|
|
|
5.0%
|
|
|
10.0%
|
|
|
Corresponding net return to common
stockholder
|
|
|
(32.1
|
)%
|
|
|
(20.1
|
)%
|
|
|
(8.1
|
)%
|
|
|
4.0
|
%
|
|
|
16.0
|
%
|
The calculation also assumes that we will be fully invested as
of the close of this offering; however, as noted above, it may
take us 12 months or longer to fully invest all of the net
proceeds from this offering.
Our ability to achieve our investment objectives may depend in
part on our ability to achieve additional leverage on favorable
terms by issuing debentures guaranteed by the SBA or by
borrowing from banks, or insurance companies, and there can be
no assurance that such additional leverage can in fact be
achieved.
SBA
regulations limit the outstanding dollar amount of
SBA-guaranteed debentures that may be issued by an SBIC or group
of SBICs under common control.
The SBA regulations currently limit the dollar amount of
SBA-guaranteed debentures that can be issued by any one SBIC or
group of SBICs under common control to $124.4 million
(which amount is subject to increase on an annual basis based on
cost of living increases). Moreover, an SBIC may not borrow an
amount in excess of two times its regulatory capital. As of
September 30, 2006, the Existing Fund had issued
$31.8 million in debentures guaranteed by the SBA. After
our contribution of net proceeds of this offering to the
Existing Fund, we expect the Existing Fund to have sufficient
regulatory capital to issue the maximum amount of guaranteed
debentures permitted by the SBA regulations. While we cannot
presently predict whether or not we will borrow the maximum
permitted amount, if we reach the maximum dollar amount of
SBA-guaranteed debentures permitted, and thereafter require
additional capital, our cost of capital may increase, and there
is no assurance that we will be able to obtain additional
financing on acceptable terms.
Moreover, the Existing Funds current status as an SBIC
does not automatically assure that the Existing Fund will
continue to receive SBA-guaranteed debenture funding. Receipt of
SBA leverage funding is dependent upon the Existing Fund
continuing to be in compliance with SBA regulations and policies
and there being funding available. The amount of SBA leverage
funding available to SBICs is dependent upon annual
Congressional authorizations and in the future may be subject to
annual Congressional appropriations. There can be no assurance
that there will be sufficient debenture funding available at the
times desired by the Existing Fund.
The debentures guaranteed by the SBA have a maturity of ten
years and require semi-annual payments of interest. The Existing
Fund will need to generate sufficient cash flow to make required
interest payments on the debentures. If the Existing Fund is
unable to meet its financial obligations under the debentures,
the SBA, as a creditor, will have a superior claim to the
Existing Funds assets over our stockholders in the event
we
14
liquidate the Existing Fund or the SBA exercises its remedies
under such debentures as the result of a default by us. In
addition, the SBA must approve our independent directors before
the Existing Fund will be permitted to issue additional
debentures guaranteed by the SBA.
We may
experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating
results due to a number of factors, including our ability or
inability to make investments in companies that meet our
investment criteria, the interest rate payable on the debt
securities we acquire, the level of our expenses, variations in
and the timing of the recognition of realized and unrealized
gains or losses, the degree to which we encounter competition in
our markets and general economic conditions. As a result of
these factors, results for any period should not be relied upon
as being indicative of performance in future periods.
Our
ability to enter into transactions with our affiliates will be
restricted.
Except in those instances where we have received prior exemptive
relief from the SEC, we will be prohibited under the 1940 Act
from knowingly participating in certain transactions with our
affiliates without the prior approval of our independent
directors. Any person that owns, directly or indirectly, 5.0% or
more of our outstanding voting securities will be our affiliate
for purposes of the 1940 Act and we will generally be prohibited
from buying or selling any security from or to such affiliate,
absent the prior approval of our independent directors. The 1940
Act also prohibits joint transactions with an
affiliate, which could include investments in the same portfolio
company (whether at the same or different times), without prior
approval of our independent directors. If a person acquires more
than 25.0% of our voting securities, we will be prohibited from
buying or selling any security from or to such person, or
entering into joint transactions with such person, absent the
prior approval of the SEC. These restrictions could limit or
prohibit us from making certain attractive investments that we
might otherwise make absent such restrictions.
We
expect to file an application with the SEC requesting exemptive
relief from certain provisions of the 1940 Act and the
Securities and Exchange Act of 1934.
The 1940 Act prohibits certain transactions between us, the
Existing Fund and their affiliates without first obtaining an
exemptive order from the SEC. We expect to file an application
with the SEC requesting an order exempting the Existing Fund and
us from certain provisions of the 1940 Act and from certain
reporting requirements mandated by the Securities and Exchange
Act of 1934, or the Exchange Act. While the SEC has granted
exemptive relief in substantially similar circumstances in the
past, no assurance can be given that an exemptive order will be
granted. Delays and costs involved in obtaining necessary
approvals may make certain transactions impracticable or
impossible to consummate, and there is no assurance that the
application for exemptive relief will be granted by the SEC.
Our
board of directors may change our operating policies and
strategies without prior notice or stockholder approval, the
effects of which may be adverse.
Our board of directors has the authority to modify or waive our
current operating policies and strategies without prior notice
and without stockholder approval. We cannot predict the effect
any changes to our current operating policies and strategies
would have on our business, operating results and value of our
stock. However, the effects might be adverse, which could
negatively impact our ability to pay you dividends and cause you
to lose all or part of your investment. Moreover, we will have
significant flexibility in investing the net proceeds of this
offering and may use the net proceeds from this offering in ways
with which investors may not agree or for purposes other than
those contemplated at the time of this offering.
We
will be subject to corporate-level income tax if we are unable
to qualify as a RIC under Subchapter M of the
Code.
Although we intend to elect to be treated as a RIC under the
Code, which generally will allow us to avoid being subject to an
entity-level tax, we will not, at least initially, be a RIC. To
obtain and maintain RIC
15
tax treatment under the Code, we must meet the following annual
distribution, income source and asset diversification
requirements.
The annual distribution requirement for a RIC will be satisfied
if we distribute to our stockholders on an annual basis at least
90.0% of our net ordinary income and realized net short-term
capital gains in excess of realized net long-term capital
losses, if any. We will be subject to a 4.0% nondeductible
federal excise tax, however, to the extent that we do not
satisfy certain additional minimum distribution requirements on
a calendar year basis. See Material U.S. Federal
Income Tax Considerations. Because we use debt financing,
we are subject to certain asset coverage ratio requirements
under the 1940 Act and may in the future become subject to
certain financial covenants under loan and credit agreements
that could, under certain circumstances, restrict us from making
distributions necessary to satisfy the distribution requirement.
If we are unable to obtain cash from other sources, we could
fail to qualify for RIC tax treatment and thus become subject to
corporate-level income tax.
The income source requirement will be satisfied if we obtain at
least 90.0% of our income for each year from dividends,
interest, gains from the sale of stock or securities or similar
sources. The asset diversification requirement will be satisfied
if we meet certain asset diversification requirements at the end
of each quarter of our taxable year. Failure to meet those
requirements may result in our having to dispose of certain
investments quickly in order to prevent the loss of RIC status.
Because most of our investments will be in private companies,
and therefore will be relatively illiquid, any such dispositions
could be made at disadvantageous prices and could result in
substantial losses.
If we fail to qualify for or maintain RIC tax treatment for any
reason and are subject to corporate income tax, the resulting
corporate taxes could substantially reduce our net assets, the
amount of income available for distribution and the amount of
our distributions.
We may
not be able to pay you dividends, and our dividends may not grow
over time.
We intend to pay quarterly dividends to our stockholders out of
assets legally available for distribution. We cannot assure you
that we will achieve investment results that will allow us to
make a specified level of cash dividends or
year-to-year
increases in cash dividends. Our ability to pay dividends might
be harmed by, among other things, the risk factors described in
this prospectus. In addition, the inability to satisfy the asset
coverage test applicable to us as a business development company
can limit our ability to pay dividends. All dividends will be
paid at the discretion of our board of directors and will depend
on our earnings, our financial condition, maintenance of our RIC
status, compliance with applicable BDC regulations, the Existing
Funds compliance with applicable SBIC regulations and such
other factors as our board of directors may deem relevant from
time to time. We cannot assure you that we will pay dividends to
our stockholders in the future.
We may
have difficulty paying our required distributions if we
recognize income before or without receiving cash representing
such income.
For federal income tax purposes, we will include in income
certain amounts that we have not yet received in cash, such as
original issue discount, which may arise if we receive warrants
in connection with the origination of a loan or possibly in
other circumstances, or contractual PIK interest, which
represents contractual interest added to the loan balance and
due at the end of the loan term. Such original issue discounts
or increases in loan balances as a result of contractual PIK
arrangements will be included in income before we receive any
corresponding cash payments. We also may be required to include
in income certain other amounts that we will not receive in cash.
Since, in certain cases, we may recognize income before or
without receiving cash representing such income, we may have
difficulty meeting the annual distribution requirement necessary
to obtain and maintain RIC tax treatment under the Code.
Accordingly, we may have to sell some of our investments at
times and/or
at prices we would not consider advantageous, raise additional
debt or equity capital or reduce new investment originations for
this purpose. If we are not able to obtain cash from other
sources, we may fail to qualify for RIC tax treatment and thus
become subject to corporate-level income tax. For additional
discussion regarding
16
the tax implications of a RIC, please see Material
U.S. Federal Income Tax Considerations Taxation
as a RIC.
The
Existing Fund, as an SBIC, may be unable to make distributions
to us that will enable us to meet registered investment company
requirements, which could result in the imposition of an
entity-level tax.
In order for us to continue to qualify as a RIC, we will be
required to distribute on an annual basis substantially all of
our taxable income, including income from our subsidiaries,
including the Existing Fund. As all of our investments will
initially be made by the Existing Fund, we will be substantially
dependent on the Existing Fund for cash distributions to enable
us to meet the RIC distribution requirements. The Existing Fund
may be limited by the Small Business Investment Act of 1958, and
SBA regulations governing SBICs, from making certain
distributions to us that may be necessary to enable us to
qualify as a RIC. We may have to request a waiver of the
SBAs restrictions for the Existing Fund to make certain
distributions to maintain our status as a RIC. We cannot assure
you that the SBA will grant such waiver and if the Existing Fund
is unable to obtain a waiver, compliance with the SBA
regulations may result in loss of RIC status and a consequent
imposition of an entity-level tax on us.
Because
we intend to distribute substantially all of our income to our
stockholders upon our election to be treated as a RIC, we will
continue to need additional capital to finance our growth and
regulations governing our operation as a BDC will affect our
ability to, and the way in which we, raise additional
capital.
In order to satisfy the requirements applicable to a RIC and to
avoid payment of excise taxes, we intend to distribute to our
stockholders substantially all of our net ordinary income and
net capital gain income except for certain net long-term capital
gains recognized after we become a RIC, which we intend to
retain, pay applicable income taxes with respect thereto, and
elect to treat as deemed distributions to our stockholders. As a
business development company, we generally are required to meet
a coverage ratio of total assets to total senior securities,
which includes all of our borrowings and any preferred stock we
may issue in the future, of at least 200.0%. This requirement
limits the amount that we may borrow. If the value of our assets
declines, we may be unable to satisfy this test. If that
happens, we may be required to sell a portion of our investments
or sell additional shares of common stock and, depending on the
nature of our leverage, to repay a portion of our indebtedness
at a time when such sales may be disadvantageous. In addition,
issuance of additional securities could dilute the percentage
ownership of our current stockholders in us.
While we expect to be able to borrow and to issue additional
debt and equity securities, we cannot assure you that debt and
equity financing will be available to us on favorable terms, or
at all. In addition, as a business development company, we
generally will not be permitted to issue equity securities
priced below net asset value without stockholder approval. If
additional funds are not available to us, we could be forced to
curtail or cease new investment activities, and our net asset
value could decline.
Changes
in laws or regulations governing our operations may adversely
affect our business or cause us to alter our business
strategy.
We and our portfolio companies will be subject to regulation at
the local, state and federal level. New legislation may be
enacted or new interpretations, rulings or regulations could be
adopted, including those governing the types of investments we
are permitted to make, any of which could harm us and our
stockholders, potentially with retroactive effect. In addition,
any change to the SBAs current debenture program could
have a significant impact on our ability to obtain low-cost
leverage and, therefore, our competitive advantage over other
funds.
Additionally, any changes to the laws and regulations governing
our operations relating to permitted investments may cause us to
alter our investment strategy in order to avail ourselves of new
or different opportunities. Such changes could result in
material differences to the strategies and plans set forth in
this prospectus and may result in our investment focus shifting
from the areas of expertise of our management team to other
types of investments in which our management team may have less
expertise or little or no
17
experience. Thus, any such changes, if they occur, could have a
material adverse effect on our results of operations and the
value of your investment.
Efforts
to comply with the Sarbanes-Oxley Act will involve significant
expenditures, and non-compliance with the Sarbanes-Oxley Act may
adversely affect us.
Upon completion of our initial public offering, we will be
subject to the Sarbanes-Oxley Act of 2002, and the related rules
and regulations promulgated by the SEC. Under current SEC rules,
beginning with our fiscal year ending December 31, 2007,
our management will be required to report on our internal
controls over financial reporting pursuant to Section 404
of the Sarbanes-Oxley Act of 2002 and rules and regulations of
the SEC thereunder. We will be required to review on an annual
basis our internal controls over financial reporting, and on a
quarterly and annual basis to evaluate and disclose changes in
our internal controls over financial reporting. As a result, we
expect to incur significant additional expenses in the near
term, which may negatively impact our financial performance and
our ability to make distributions. This process also will result
in a diversion of managements time and attention. We
cannot be certain as to the timing of completion of our
evaluation, testing and remediation actions or the impact of the
same on our operations and may not be able to ensure that the
process is effective or that the internal controls are or will
be effective in a timely manner. There can be no assurance that
we will successfully identify and resolve all issues required to
be disclosed prior to becoming a public company or that our
quarterly reviews will not identify additional material
weaknesses. In the event that we are unable to maintain or
achieve compliance with the Sarbanes-Oxley Act and related
rules, we may be adversely affected.
Risks
Related to Our Investments
Our
investments in portfolio companies may be risky, and we could
lose all or part of our investment.
Investing in lower middle market companies involves a number of
significant risks. Among other things, these companies:
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may have limited financial resources and may be unable to meet
their obligations under their debt instruments that we hold,
which may be accompanied by a deterioration in the value of any
collateral and a reduction in the likelihood of us realizing any
guarantees from subsidiaries or affiliates of our portfolio
companies that we may have obtained in connection with our
investment;
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may have shorter operating histories, narrower product lines,
smaller market shares
and/or
significant customer concentration than larger businesses, which
tend to render them more vulnerable to competitors actions
and market conditions, as well as general economic downturns;
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are more likely to depend on the management talents and efforts
of a small group of persons; therefore, the death, disability,
resignation or termination of one or more of these persons could
have a material adverse impact on our portfolio company and, in
turn, on us;
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generally have less predictable operating results, may from time
to time be parties to litigation, may be engaged in rapidly
changing businesses with products subject to a substantial risk
of obsolescence, and may require substantial additional capital
to support their operations, finance expansion or maintain their
competitive position; and
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generally have less publicly available information about their
businesses, operations and financial condition. If we are unable
to uncover all material information about these companies, we
may not make a fully informed investment decision, and may lose
all or part of our investment.
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In addition, in the course of providing significant managerial
assistance to certain of our portfolio companies, certain of our
officers and directors may serve as directors on the boards of
such companies. To the extent that litigation arises out of our
investments in these companies, our officers and directors may
be named as defendants in such litigation, which could result in
an expenditure of funds (through our indemnification of such
officers and directors) and the diversion of management time and
resources.
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The
lack of liquidity in our investments may adversely affect our
business.
We invest, and will continue to invest in companies whose
securities are not publicly traded, and whose securities will be
subject to legal and other restrictions on resale or will
otherwise be less liquid than publicly traded securities. The
illiquidity of these investments may make it difficult for us to
sell these investments when desired. In addition, if we are
required to liquidate all or a portion of our portfolio quickly,
we may realize significantly less than the value at which we had
previously recorded these investments. As a result, we do not
expect to achieve liquidity in our investments in the near-term.
Our investments are usually subject to contractual or legal
restrictions on resale or are otherwise illiquid because there
is usually no established trading market for such investments.
The illiquidity of most of our investments may make it difficult
for us to dispose of them at a favorable price, and, as a
result, we may suffer losses.
We may
not have the funds to make additional investments in our
portfolio companies.
We may not have the funds to make additional investments in our
portfolio companies. After our initial investment in a portfolio
company, we may be called upon from time to time to provide
additional funds to such company or have the opportunity to
increase our investment through the exercise of a warrant to
purchase common stock. There is no assurance that we will make,
or will have sufficient funds to make, follow-on investments.
Any decisions not to make a follow-on investment or any
inability on our part to make such an investment may have a
negative impact on a portfolio company in need of such an
investment, may result in a missed opportunity for us to
increase our participation in a successful operation or may
reduce the expected yield on the investment.
Our
portfolio companies may incur debt that ranks equally with, or
senior to, our investments in such companies.
We invest primarily in senior subordinated debt as well as
equity issued by lower middle market companies. Our portfolio
companies may have, or may be permitted to incur, other debt
that ranks equally with, or senior to, the debt in which we
invest. By their terms, such debt instruments may entitle the
holders to receive payment of interest or principal on or before
the dates on which we are entitled to receive payments with
respect to the debt instruments in which we invest. Also, in the
event of insolvency, liquidation, dissolution, reorganization or
bankruptcy of a portfolio company, holders of debt instruments
ranking senior to our investment in that portfolio company would
typically be entitled to receive payment in full before we
receive any distribution. After repaying such senior creditors,
such portfolio company may not have any remaining assets to use
for repaying its obligation to us. In the case of debt ranking
equally with debt instruments in which we invest, we would have
to share on an equal basis any distributions with other
creditors holding such debt in the event of an insolvency,
liquidation, dissolution, reorganization or bankruptcy of the
relevant portfolio company.
There
may be circumstances where our debt investments could be
subordinated to claims of other creditors or we could be subject
to lender liability claims.
Even though we may have structured certain of our investments as
senior loans, if one of our portfolio companies were to go
bankrupt, depending on the facts and circumstances, including
the extent to which we actually provided managerial assistance
to that portfolio company, a bankruptcy court might
recharacterize our debt investment and subordinate all or a
portion of our claim to that of other creditors. We may also be
subject to lender liability claims for actions taken by us with
respect to a borrowers business or instances where we
exercise control over the borrower. It is possible that we could
become subject to a lenders liability claim, including as
a result of actions taken in rendering significant managerial
assistance.
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Second
priority liens on collateral securing loans that we make to our
portfolio companies may be subject to control by senior
creditors with first priority liens. If there is a default, the
value of the collateral may not be sufficient to repay in full
both the first priority creditors and us.
Certain loans that we make to portfolio companies will be
secured on a second priority basis by the same collateral
securing senior secured debt of such companies. The first
priority liens on the collateral will secure the portfolio
companys obligations under any outstanding senior debt and
may secure certain other future debt that may be permitted to be
incurred by the company under the agreements governing the
loans. The holders of obligations secured by the first priority
liens on the collateral will be entitled to receive proceeds
from any realization of the collateral to repay their
obligations in full before us. In addition, the value of the
collateral in the event of liquidation will depend on market and
economic conditions, the availability of buyers and other
factors. There can be no assurance that the proceeds, if any,
from the sale or sales of all of the collateral would be
sufficient to satisfy the loan obligations secured by the second
priority liens after payment in full of all obligations secured
by the first priority liens on the collateral. If such proceeds
are not sufficient to repay amounts outstanding under the loan
obligations secured by the second priority liens, then we, to
the extent not repaid from the proceeds of the sale of the
collateral, will only have an unsecured claim against the
companys remaining assets, if any.
The rights we may have with respect to the collateral securing
the loans we make to our portfolio companies with senior debt
outstanding may also be limited pursuant to the terms of one or
more intercreditor agreements that we enter into with the
holders of senior debt. Under such an intercreditor agreement,
at any time that obligations that have the benefit of the first
priority liens are outstanding, any of the following actions
that may be taken in respect of the collateral will be at the
direction of the holders of the obligations secured by the first
priority liens: the ability to cause the commencement of
enforcement proceedings against the collateral; the ability to
control the conduct of such proceedings; the approval of
amendments to collateral documents; releases of liens on the
collateral; and waivers of past defaults under collateral
documents. We may not have the ability to control or direct such
actions, even if our rights are adversely affected.
We
generally will not control our portfolio
companies.
We do not, and do not expect to, control many of our portfolio
companies, even though we may have board representation or board
observation rights, and our debt agreements may contain certain
restrictive covenants. As a result, we are subject to the risk
that a portfolio company in which we invest may make business
decisions with which we disagree and the management of such
company, as representatives of the holders of their common
equity, may take risks or otherwise act in ways that do not
serve our interests as debt investors. Due to the lack of
liquidity for our investments in non-traded companies, we may
not be able to dispose of our interests in our portfolio
companies as readily as we would like or at an appropriate
valuation. As a result, a portfolio company may make decisions
that could decrease the value of our portfolio holdings.
Economic
recessions or downturns could impair our portfolio companies and
harm our operating results.
Many of our portfolio companies may be susceptible to economic
slowdowns or recessions and may be unable to repay our debt
investments during these periods. Therefore, our non-performing
assets are likely to increase, and the value of our portfolio is
likely to decrease during these periods. Adverse economic
conditions also may decrease the value of collateral securing
some of our debt investments and the value of our equity
investments. Economic slowdowns or recessions could lead to
financial losses in our portfolio and a decrease in revenues,
net income and assets. Unfavorable economic conditions also
could increase our funding costs, limit our access to the
capital markets or result in a decision by lenders not to extend
credit to us. These events could prevent us from increasing
investments and harm our operating results.
Defaults
by our portfolio companies will harm our operating
results.
A portfolio companys failure to satisfy financial or
operating covenants imposed by us or other lenders could lead to
defaults and, potentially, termination of its loans and
foreclosure on its secured assets, which could trigger
cross-defaults under other agreements and jeopardize a portfolio
companys ability to meet its
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obligations under the debt or equity securities that we hold. We
may incur expenses to the extent necessary to seek recovery upon
default or to negotiate new terms, which may include the waiver
of certain financial covenants, with a defaulting portfolio
company.
Prepayments
of our debt investments by our portfolio companies could
adversely impact our results of operations and reduce our return
on equity.
We are subject to the risk that the investments we make in our
portfolio companies may be repaid prior to maturity. When this
occurs, we will generally reinvest these proceeds in temporary
investments, pending their future investment in new portfolio
companies. These temporary investments will typically have
substantially lower yields than the debt being prepaid and we
could experience significant delays in reinvesting these
amounts. Any future investment in a new portfolio company may
also be at lower yields than the debt that was repaid. As a
result, our results of operations could be materially adversely
affected if one or more of our portfolio companies elect to
prepay amounts owed to us. Additionally, prepayments could
negatively impact our return on equity, which could result in a
decline in the market price of our common stock.
Changes
in interest rates may affect our cost of capital and net
investment income.
Most of our debt investments will bear interest at fixed rates
and the value of these investments could be negatively affected
by increases in market interest rates. In addition, an increase
in interest rates would make it more expensive to use debt to
finance our investments. As a result, a significant increase in
market interest rates could both reduce the value of our
portfolio investments and increase our cost of capital, which
would reduce our net investment income. Conversely, a decrease
in interest rates may have an adverse impact on our returns by
requiring us to seek lower yields on our debt investments and by
increasing the risk that our portfolio companies will prepay our
debt investments, resulting in the need to redeploy capital at
potentially lower rates.
We may
not realize gains from our equity investments.
Certain investments that we have made in the past and may make
in the future include warrants or other equity securities.
Investments in equity securities involve a number of significant
risks, including the risk of further dilution as a result of
additional issuances, inability to access additional capital and
failure to pay current distributions. Investments in preferred
securities involve special risks, such as the risk of deferred
distributions, credit risk, illiquidity and limited voting
rights. In addition, we may from time to time make non-control,
equity co-investments in companies in conjunction with private
equity sponsors. Our goal is ultimately to realize gains upon
our disposition of such equity interests. However, the equity
interests we receive may not appreciate in value and, in fact,
may decline in value. Accordingly, we may not be able to realize
gains from our equity interests, and any gains that we do
realize on the disposition of any equity interests may not be
sufficient to offset any other losses we experience. We also may
be unable to realize any value if a portfolio company does not
have a liquidity event, such as a sale of the business,
recapitalization or public offering, which would allow us to
sell the underlying equity interests. We often seek puts or
similar rights to give us the right to sell our equity
securities back to the portfolio company issuer. We may be
unable to exercise these puts rights for the consideration
provided in our investment documents if the issuer is in
financial distress.
Risks
Relating to this Offering and Our Common Stock
We may
be unable to invest a significant portion of the net proceeds of
this offering on acceptable terms in the timeframe contemplated
by this prospectus.
Delays in investing the net proceeds of this offering may cause
our performance to be worse than that of other fully invested
business development companies or other lenders or investors
pursuing comparable investment strategies. We cannot assure you
that we will be able to identify any investments that meet our
investment objective or that any investment that we make will
produce a positive return. We may be unable to
21
invest the net proceeds of this offering on acceptable terms
within the time period that we anticipate or at all, which could
harm our financial condition and operating results.
We anticipate that, depending on market conditions, it may take
us up to twelve months to invest substantially all of the net
proceeds of this offering in securities meeting our investment
objective. During this period, we will invest the net proceeds
of this offering primarily in cash, cash equivalents,
U.S. government securities, repurchase agreements and
high-quality debt instruments maturing in one year or less from
the time of investment, which may produce returns that are
significantly lower than the returns which we expect to achieve
when our portfolio is fully invested in securities meeting our
investment objective. As a result, any dividends that we pay
during this period may be substantially lower than the dividends
that we may be able to pay when our portfolio is fully invested
in securities meeting our investment objective. In addition,
until such time as the net proceeds of this offering are
invested in securities meeting our investment objective, the
market price for our common stock may decline. Thus, the initial
return on your investment may be lower than when, if ever, our
portfolio is fully invested in securities meeting our investment
objective.
Shares
of closed-end investment companies, including BDCs, may trade at
a discount to their net asset value.
Shares of closed-end investment companies, including business
development companies, may trade at a discount from net asset
value. This characteristic of closed-end investment companies
and business development companies is separate and distinct from
the risk that our net asset value per share may decline. We
cannot predict whether our common stock will trade at, above or
below net asset value.
Investing
in our common stock may involve an above average degree of
risk.
The investments we make in accordance with our investment
objective may result in a higher amount of risk than alternative
investment options and a higher risk of volatility or loss of
principal. Our investments in portfolio companies may be highly
speculative, and therefore, an investment in our shares may not
be suitable for someone with lower risk tolerance.
The
value of common stock issued in the formation transactions is
not based on an appraisal or arms-length
negotiation.
The limited partners of the Existing Fund and the members of TML
will receive common stock in the formation transactions having
an aggregate value of $28,750,000. The value of common stock to
be issued in the formation transactions is not based on an
independent appraisal, nor was such value based on arms-length
negotiations with third parties who had no interest in the
formation transactions.
Investors
in this offering will incur immediate dilution upon the closing
of this offering.
The initial public offering price will be substantially higher
than our as-adjusted pro forma net asset value per share of
$12.87. As a result, investors purchasing stock in this offering
will incur immediate dilution of $2.13 per share at the assumed
initial public offering price of $15.00 per share. See
Dilution for more information.
The
market price of our common stock may fluctuate
significantly.
The market price and liquidity of the market for shares of our
common stock may be significantly affected by numerous factors,
some of which are beyond our control and may not be directly
related to our operating performance. These factors include:
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significant volatility in the market price and trading volume of
securities of business development companies or other companies
in our sector, which are not necessarily related to the
operating performance of these companies;
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changes in regulatory policies or tax guidelines, particularly
with respect to RICs, business development companies or SBICs;
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loss of RIC status or the Existing Funds status as an SBIC;
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changes in earnings or variations in operating results;
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changes in the value of our portfolio of investments;
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any shortfall in revenue or net income or any increase in losses
from levels expected by investors or securities analysts;
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departure of our key personnel; and
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general economic trends and other external factors.
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Prior
to this offering, there has been no public market for our common
stock, and we cannot assure you that the market price of our
shares will not decline following the offering.
Prior to this offering, there has been no public market for our
common stock. Consequently, the initial public offering price of
our common stock was determined through negotiations among us
and the underwriters. We cannot assure you that a trading market
will develop for our common stock after this offering or, if one
develops, that such trading market can be sustained. Initially,
the market for our common stock will be extremely limited.
Following this offering, sales of substantial amounts of our
common stock or the availability of such shares for sale, could
adversely affect the prevailing market prices for our common
stock.
In connection with our formation and organization, we will issue
restricted common stock in consideration for interests in the
Existing Fund. The value of this common stock to be issued and
the acquired interests in the Existing Fund have not been
negotiated at arms length. See Formation; Business
Development Company and Regulated Investment Company
Elections-Formation. This stock may be transferred subject
to certain terms and limitations under Rule 144 (a
non-exclusive resale exemption under the Securities Act of
1933) following the first anniversary of issuance.
Moreover, we have agreed to use reasonable best efforts to
register the resale of this restricted stock as soon as
practicable following the first anniversary of the closing.
Thus, this restricted stock represents a significant
overhang, and significant sales of this stock, once
it becomes tradable following the first anniversary of the
closing, could have an adverse affect on the price of our
shares. Any such adverse effects upon our share price could
impair our ability to raise additional capital through the sale
of equity securities should we desire to do so.
Provisions
of the Maryland General Corporation Law and our articles of
incorporation and bylaws could deter takeover attempts and have
an adverse impact on the price of our common
stock.
The Maryland General Corporation Law and our articles of
incorporation and bylaws contain provisions that may have the
effect of discouraging, delaying or making difficult a change in
control of our company or the removal of our incumbent
directors. Specifically, our board of directors may adopt
resolutions to classify our board of directors so that
stockholders do not elect every director on an annual basis.
Also, our articles of incorporation provide that a director may
be removed only for cause by the vote of at least two-thirds of
the votes entitled to be cast for the election of directors
generally. In addition, our bylaws provide that a special
meeting of stockholders may be called by the stockholders only
upon the written request of the stockholders entitled to cast at
least a majority of all the votes entitled to be cast at the
meeting.
In addition, subject to the provisions of the 1940 Act, our
articles of incorporation permit our board of directors, without
stockholder action, to authorize the issuance of shares of stock
in one or more classes or series, including preferred stock. See
Description of Capital Stock. Subject to compliance
with the 1940 Act, our board of directors may, without
stockholder action, amend our articles of incorporation to
increase the number of shares of stock of any class or series
that we have authority to issue. The existence of these
provisions, among others, may have a negative impact on the
price of our common stock and may discourage third party bids
for ownership of our company. These provisions may prevent any
premiums being offered to you for shares of our common stock.
23
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus constitute
forward-looking statements because they relate to future events
or our future performance or financial condition. The
forward-looking statements contained in this prospectus may
include statements as to:
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our future operating results;
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our business prospects and the prospects of our portfolio
companies;
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the impact of the investments that we expect to make;
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the ability of our portfolio companies to achieve their
objectives;
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our expected financings and investments;
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the adequacy of our cash resources and working capital; and
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the timing of cash flows, if any, from the operations of our
portfolio companies.
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In addition, words such as anticipate,
believe, expect and intend
indicate a forward-looking statement, although not all
forward-looking statements include these words. The
forward-looking statements contained in this prospectus involve
risks and uncertainties. Our actual results could differ
materially from those implied or expressed in the
forward-looking statements for any reason, including the factors
set forth in Risk Factors and elsewhere in this
prospectus. Other factors that could cause actual results to
differ materially include:
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changes in the economy;
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risks associated with possible disruption in our operations or
the economy generally due to terrorism; and
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future changes in laws or regulations and conditions in our
operating areas.
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We have based the forward-looking statements included in this
prospectus on information available to us on the date of this
prospectus, and we assume no obligation to update any such
forward-looking statements. 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.
We note that the safe harbor for forward-looking statements
provided by the Private Securities Litigation Reform Act of 1995
does not apply to statements made in this prospectus.
24
FORMATION;
BUSINESS DEVELOPMENT COMPANY AND
REGULATED INVESTMENT COMPANY ELECTIONS
Formation
Prior to the closing of this offering and the transactions
described below, our senior management team has operated and
made investments through the Existing Fund, a privately-held
North Carolina limited liability limited partnership which holds
a license as an SBIC. Prior to the closing, the Existing Fund
has 35 limited partners (most of which are commercial banks),
and a general partner, TML.
Triangle Capital Corporation was incorporated as a Maryland
corporation on October 10, 2006, for the purpose of
acquiring 100% of the outstanding equity interests in the
Existing Fund and TML, raising capital in this offering,
contributing capital to the Existing Fund and thereafter
operating as an internally managed business development company
under the 1940 Act. Upon the closing of this offering, we will
own 100% of the outstanding equity interests in the Existing
Fund and operate the Existing Fund through the corporate
structure described below.
On November 2, 2006, we entered into merger agreements with
the Existing Fund and TML to effect the following transactions.
Pursuant to these agreements:
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Effective concurrently with the closing of this offering,
Triangle Capital Corporation will acquire 100% of the limited
partnership interests in the Existing Fund, which will become
our wholly owned subsidiary, retain its SBIC license, continue
to hold its existing investments and make new investments with
net proceeds of this offering. We will issue
1,416,667 shares of common stock, having an aggregate value
based on the initial public offering price of $21,250,000, to
the limited partners of the Existing Fund in exchange for their
limited partnership interests.
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Effective concurrently with the closing of this offering,
Triangle Capital Corporation will acquire all of the outstanding
equity interests in TML. We will issue to the members of TML
500,000 shares of common stock, having an aggregate value
based on the initial public offering price of $7,500,000, in
exchange for their equity interests in TML. Under the Existing
Funds partnership agreement, TML is entitled to 20.0% of
the Existing Funds profits and capital after the limited
partners have received distributions of their entire investment
and a 7.0% compound annual return on their investment. TML did
not make a capital contribution to the Existing Fund, but rather
has received this interest for performing the function of and
assuming the risks as general partner of the Existing Fund. The
value being received by members of TML is based on the estimated
present value of the 20.0% carried interest in the Existing Fund
and was negotiated and agreed to by limited partners holding
approximately 90% of the limited partnership interests in the
Existing Fund.
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The shares of common stock issued to the limited partners of the
Existing Fund and members of TML in the formation transactions
will be subject to restrictions on transfer for a period of one
year following completion of the offering. See Shares
Eligible for Future Sale.
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The following diagram depicts our ownership structure upon
completion of this offering and the formation transactions:
(1) Includes
30,000 shares of common stock issued to Triangle Capital
Partners, LLC in December 2006.
Upon the closing of this offering, the current management
services agreement between the Existing Fund and Triangle
Capital Partners, LLC will terminate, and we will be internally
managed. As a result, following the closing, we will not pay
investment advisory fees to any outside party, but instead will
incur operating costs associated with employing investment and
portfolio management professionals. The Existing Fund and
Triangle Capital Corporation will enter into a management
services agreement effective as of the closing, pursuant to
which Triangle Capital Corporation will provide management and
administrative services to the Existing Fund. Under the terms of
this agreement, the Existing Fund will pay Triangle Capital
Corporation an intra-company service fee on a quarterly basis.
Notwithstanding the foregoing, the Existing Fund will not pay
this intra-company service fee to Triangle Capital Corporation
until such time that the SEC has granted exemptive relief with
respect to the payment of such fees or Triangle Capital
Corporation otherwise determines that such fees are permissible
under the 1940 Act. In addition, upon the closing of these
transactions, the senior management of TML and Triangle Capital
Partners, LLC will be our initial executive officers and will
also be the executive officers of the new general partner. See
Management.
Because the SBA prohibits, without prior SBA approval, a
change of control of an SBIC or issuances or
transfers that would result in any person (or group of persons
acting in concert) owning 10.0% or more of a class of stock of
an SBIC, the formation transactions described above and this
offering require the written consent of the SBA. The Existing
Fund is seeking the SBAs written approval to these
transactions and this offering. The Existing Fund will continue
to hold its SBIC license upon the closing of this offering and
be subject to the rules and regulations of the SBA.
The consummation of the formation transactions is subject only
to the receipt of the SBA approval described above, the closing
of this offering, and the accuracy in all material respects of
the representations and warranties of the respective merger
agreements. The formation transactions have been structured in a
manner intended to cause the issuance of our shares of common
stock to the limited partners of the Existing Fund and the
members of TML to be exempt from registration under
Section 4(2) of the Securities Act
and/or
Rule 506 of Regulation D thereunder as a private
placement of securities.
Business
Development Company and Regulated Investment Company
Elections
In connection with this offering, we and the Existing Fund will
each file an election to be regulated as a business development
company under the 1940 Act. In addition, we intend to elect to
be treated as a RIC
26
under Subchapter M of the Code. Our election to be regulated as
a business development company and our election to be treated as
a RIC will have a significant impact on our future operations.
Some of the most important effects on our future operations of
our election to be regulated as a business development company
and our election to be treated as a RIC are outlined below.
|
|
|
|
|
We will report our investments at market value or fair value
with changes in value reported through our statement of
operations.
|
In accordance with the requirements of Article 6 of
Regulation S-X,
we will report all of our investments, including debt
investments, at market value or, for investments that do not
have a readily available market value, at their fair
value as determined by our board of directors. Changes in
these values will be reported through our statement of
operations under the caption of net unrealized
appreciation (depreciation) of investments. See
Business Portfolio Management
Valuation Process and Determination of Net Asset Value.
|
|
|
|
|
We generally will be required to pay income taxes only on the
portion of our taxable income we do not distribute to
stockholders (actually or constructively).
|
We intend to elect to be treated as a RIC under Subchapter M of
the Code, effective as of December 31, 2006. As a RIC, so
long as we meet certain minimum distribution,
source-of-income
and asset diversification requirements, we generally will be
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. Any capital gains we
recognize prior to the effective date of our election to be
taxed as a RIC will, when distributed to you, be taxed as
ordinary income and not as capital gains, as would have been the
case had we been taxed as a RIC as of the date of this offering.
However, such distribution may qualify for taxation at reduced
rates applicable to qualifying dividend income.
|
|
|
|
|
Our ability to use leverage as a means of financing our
portfolio of investments will be limited.
|
As a
business development company, we will be required to meet a
coverage ratio of total assets to total senior securities of at
least 200.0%. For this purpose, senior securities include all
borrowings and any preferred stock we may issue in the future.
Additionally, our ability to continue to utilize leverage as a
means of financing our portfolio of investments will be limited
by this asset coverage test.
In
connection with this offering and our intended election to be
regulated as a BDC, we expect to file a request with the SEC for
exemptive relief to allow us to take certain actions that would
otherwise be prohibited by the 1940 Act, as applicable to BDCs.
In addition, we expect to request that the SEC allow us to
exclude any indebtedness guaranteed by the SBA and issued by the
Existing Fund from the 200.0% asset coverage requirements
applicable to us. While the SEC has granted exemptive relief in
substantially similar circumstances in the past, no assurance
can be given that an exemptive order will be granted.
|
|
|
|
|
We intend to distribute substantially all of our income to
our stockholders.
|
As a
RIC, we intend to distribute to our stockholders substantially
all of our income, except for certain net long-term capital
gains. We intend to make deemed distributions to our
stockholders of any retained net long-term capital gains. If
this happens, you will be treated as if you received an actual
distribution of the capital gains and reinvested the net
after-tax proceeds in us. You also may be eligible to claim a
tax credit (or, in certain circumstances, a tax refund) equal to
your allocable share of the tax we pay on the deemed
distribution. See Material U.S. Federal Income Tax
Considerations.
27
USE OF
PROCEEDS
We estimate that the net proceeds we will receive from the sale
of 3,500,000 shares of our common stock in this offering
will be approximately $47.3 million, or approximately
$54.6 million if the underwriters fully exercise their
over-allotment option, after deducting the underwriting
discounts and commissions and estimated offering expenses of
approximately $1.5 million.
We intend to contribute approximately $41.0 million of the
net proceeds from this offering to the Existing Fund to invest
in lower middle market companies in accordance with our
investment objective and strategies described in this
prospectus. Based on current market conditions, we anticipate
that it may take up to 12 months to fully invest the net
proceeds we contribute to the Existing Fund depending on the
availability of investment opportunities that are consistent
with our investment objective and strategies. However, if market
conditions change, it may take us longer than 12 months to fully
invest the net proceeds from this offering. Pending such use, we
will invest the net proceeds primarily in short-term securities
consistent with our BDC election and our election to be taxed as
a RIC. See Regulation Temporary
Investments. In addition, we will have the ability to use
SBA-guaranteed leverage to make additional investments, subject
to the limitations described elsewhere in this prospectus.
We intend to retain the balance of the net proceeds of this
offering to pay certain expenses, dividends required in order to
maintain our status as a RIC, amounts needed to implement our
dividend reinvestment plan, and for general corporate purposes.
We currently intend to invest retained cash in short-term
securities consistent with our BDC election and our election to
be taxed as a RIC, but could use all or a portion of these funds
for portfolio investments in the future.
28
DISTRIBUTIONS
We intend to distribute quarterly dividends to our stockholders
following our election to be taxed as a RIC. Our quarterly
dividends, if any, will be determined by our board of directors.
To obtain and maintain RIC tax treatment, we must, among other
things, distribute at least 90.0% of our net ordinary income and
realized net short-term capital gains in excess of realized net
long-term capital losses, if any. In order to avoid certain
excise taxes imposed on RICs, we currently intend to distribute
during each calendar year an amount at least equal to the sum of
(1) 98.0% of our net ordinary income for the calendar year,
(2) 98.0% of our capital gains in excess of capital losses
for the one-year period ending on October 31 of the
calendar year and (3) any net ordinary income and net
capital gains for preceding years that were not distributed
during such years. We currently intend to retain for investment
some or all of our net capital gains (i.e., realized net
long-term capital gains in excess of realized net short-term
capital losses) and treat such amounts as deemed distributions
to our stockholders. If we do this, you will be treated as if
you received an actual distribution of the capital gains we
retain and then reinvested the net after-tax proceeds in our
common stock. You also may be eligible to claim a tax credit
(or, in certain circumstances, a tax refund) equal to your
allocable share of the tax we paid on the capital gains deemed
distributed to you. Please refer to Material
U.S. Federal Income Tax Considerations for further
information regarding the consequences of our retention of net
capital gains. We may, in the future, make actual distributions
to our stockholders of our net capital gains. We can offer no
assurance that we will achieve results that will permit the
payment of any cash distributions and, if we issue senior
securities, we will be prohibited from making distributions if
doing so causes us to fail to maintain the asset coverage ratios
stipulated by the 1940 Act or if distributions are limited by
the terms of any of our borrowings. See Regulation
and Material U.S. Federal Income Tax
Considerations.
We have adopted an opt out dividend reinvestment
plan for our common stockholders. As a result, if we declare a
dividend, then stockholders cash dividends will be
automatically reinvested in additional shares of our common
stock, unless they specifically opt out of the
dividend reinvestment plan so as to receive cash dividends. See
Dividend Reinvestment Plan.
29
CAPITALIZATION
The following table sets forth our capitalization as of
September 30, 2006:
|
|
|
|
|
on an actual basis; and
|
|
|
|
|
|
as adjusted to reflect the sale by us of 3,500,000 shares
of common stock in this offering at an initial public offering
price of $15.00 per share, after deducting the estimated
underwriting discounts and commissions and estimated offering
expenses payable by us.
|
This table assumes no exercise of the underwriters
over-allotment option of shares. You should read this table
together with Use of Proceeds and our balance sheet
included elsewhere in this prospectus.
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2006
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
|
(dollars in thousands)
|
|
|
Cash and cash equivalents
|
|
$
|
7,358
|
|
|
$
|
54,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings (SBA-guaranteed
debentures payable)
|
|
$
|
31,800
|
|
|
$
|
31,800
|
|
Equity:
|
|
|
|
|
|
|
|
|
Partners capital
contributions
|
|
|
21,250
|
|
|
|
|
|
Common stock, $0.001 par
value per share; no shares authorized, no shares issued and
outstanding, actual (150,000,000 shares authorized;
5,446,667 shares issued and outstanding, as adjusted)
|
|
|
|
|
|
|
5
|
|
Additional paid-in capital
|
|
|
|
|
|
|
68,600
|
|
Accumulated undistributed
investment gains
|
|
|
1,494
|
|
|
|
1,494
|
|
|
|
|
|
|
|
|
|
|
Total
partners/stockholders equity
|
|
|
22,744
|
|
|
|
70,099
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
54,544
|
|
|
$
|
101,899
|
|
|
|
|
|
|
|
|
|
|
30
DILUTION
If you invest in our common stock, your interest will be diluted
to the extent of the difference between the initial public
offering price per share of our common stock and the as-adjusted
pro forma net asset value per share of our common stock
immediately after the completion of this offering.
The net asset value of our common stock as of September 30,
2006 (on a pro forma basis assuming completion of the formation
transactions and acquisition of the Existing Fund on that date)
was $22.7 million. Our as-adjusted net asset value, as of
September 30, 2006, would have been $11.87 per share. We
determined our as-adjusted net asset value per share before this
offering by dividing the net asset value (total assets less
total liabilities) as of September 30, 2006 by the number
of shares of common stock outstanding as of September 30,
2006, after giving effect to the formation transactions
occurring concurrently with this offering. See Formation;
Business Development Company and Regulated Investment Company
Elections-Formation.
After giving effect to the sale of our common stock in this
offering at an assumed initial public offering price of $15.00
per share, the application of the net proceeds from this
offering as set forth in Use of Proceeds and after
deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us, our as-adjusted pro
forma net asset value as of September 30, 2006 would have
been $70.1 million or approximately $12.87 per share. This
represents an immediate increase in our net asset value per
share of $1.00 to existing stockholders and dilution in net
asset value per share of $2.13 to new investors who purchase
shares in this offering. The following table illustrates this
per share dilution:
|
|
|
|
|
|
|
|
|
Assumed initial public offering
price per share
|
|
|
|
|
|
$
|
15.00
|
|
As-adjusted net asset value per
share after giving effect to the formation transactions
|
|
$
|
11.87
|
|
|
|
|
|
Increase (decrease) in net asset
value per share attributable to new investors in this offering
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As-adjusted pro forma net asset
value per share after this offering
|
|
|
|
|
|
$
|
12.87
|
|
|
|
|
|
|
|
|
|
|
Dilution per share to new
investors(1)
|
|
|
|
|
|
$
|
2.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
To the extent the underwriters over-allotment option is
exercised, there will be further dilution to new investors. |
The following table summarizes, as of September 30, 2006,
the number of shares of common stock purchased from us, the
total consideration paid to us and the average price per share
paid by existing stockholders and to be paid by new investors
purchasing shares of common stock in this offering assuming an
initial public offering price of $15.00 per share, before
deducting the underwriting discounts and commissions and
estimated offering expenses payable by us.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Price per
|
|
|
|
Number
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Share
|
|
|
Existing
stockholders(1)
|
|
|
1,946,767
|
|
|
|
35.7
|
%
|
|
|
21,281,500
|
|
|
|
28.8
|
%
|
|
$
|
10.93
|
|
New investors
|
|
|
3,500,000
|
|
|
|
64.3
|
%
|
|
|
52,500,000
|
|
|
|
71.2
|
%
|
|
$
|
15.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,446,767
|
|
|
|
100.0
|
%
|
|
|
73,781,500
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Reflects the formation transactions that we expect to occur
concurrently with the closing of this offering. |
31
SELECTED
FINANCIAL AND OTHER DATA
The selected historical financial and other data below reflects
the operations of Triangle Mezzanine Fund LLLP. The
selected financial data at and for the fiscal years ended
December 31, 2003, 2004 and 2005 and at and for the nine
months ended September 30, 2006, have been derived from our
financial statements that have been audited by Ernst &
Young LLP, an independent registered public accounting firm. The
selected financial data at and for the nine month period ended
September 30, 2005 have been derived from unaudited
financial data, but in the opinion of management, reflect all
adjustments (consisting only of normal recurring adjustments)
that are necessary to present fairly the results for such
interim periods. Interim results at and for the nine months
ended September 30, 2006 are not necessarily indicative of
the results that may be expected for the year ending
December 31, 2006. You should read this selected financial
and other data in conjunction with our Managements
Discussion and Analysis of Financial Condition and Results of
Operations and the financial statements and notes thereto.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
|
|
|
|
|
|
|
Ended
|
|
|
|
Year Ended December 31,
|
|
|
September 30,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2005
|
|
|
2006
|
|
|
|
(Dollars in thousands)
|
|
|
Income statement data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest, fee and dividend
income
|
|
$
|
26
|
|
|
$
|
1,969
|
|
|
$
|
5,855
|
|
|
$
|
4,332
|
|
|
$
|
4,802
|
|
Interest income from cash and cash
equivalent investments
|
|
|
15
|
|
|
|
18
|
|
|
|
108
|
|
|
|
16
|
|
|
|
212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
41
|
|
|
|
1,987
|
|
|
|
5,963
|
|
|
|
4,348
|
|
|
|
5,014
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
339
|
|
|
|
1,543
|
|
|
|
1,083
|
|
|
|
1,379
|
|
Amortization of deferred financing
fees
|
|
|
|
|
|
|
38
|
|
|
|
90
|
|
|
|
66
|
|
|
|
74
|
|
Management fees
|
|
|
1,048
|
|
|
|
1,564
|
|
|
|
1,574
|
|
|
|
1,180
|
|
|
|
1,190
|
|
General and administrative expenses
|
|
|
165
|
|
|
|
83
|
|
|
|
58
|
|
|
|
55
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,213
|
|
|
|
2,024
|
|
|
|
3,265
|
|
|
|
2,384
|
|
|
|
2,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(1,172
|
)
|
|
|
(37
|
)
|
|
|
2,698
|
|
|
|
1,964
|
|
|
|
2,331
|
|
Net realized gain (loss) on
investments non-control/non-affiliate
|
|
|
|
|
|
|
|
|
|
|
(3,500
|
)
|
|
|
(3,500
|
)
|
|
|
5,977
|
|
Net unrealized appreciation
(depreciation) of investments
|
|
|
|
|
|
|
(1,225
|
)
|
|
|
3,975
|
|
|
|
2,975
|
|
|
|
(2,553
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on investments
|
|
|
|
|
|
|
(1,225
|
)
|
|
|
475
|
|
|
|
(525
|
)
|
|
|
3,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net
assets resulting from operations
|
|
$
|
(1,172
|
)
|
|
$
|
(1,262
|
)
|
|
$
|
3,173
|
|
|
$
|
1,439
|
|
|
$
|
5,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value
|
|
$
|
|
|
|
$
|
19,701
|
|
|
$
|
37,144
|
|
|
$
|
34,541
|
|
|
$
|
46,903
|
|
Deferred loan origination revenue
|
|
|
(35
|
)
|
|
|
(537
|
)
|
|
|
(602
|
)
|
|
|
(621
|
)
|
|
|
(676
|
)
|
Cash and cash equivalents
|
|
|
2,973
|
|
|
|
2,849
|
|
|
|
6,067
|
|
|
|
6,468
|
|
|
|
7,358
|
|
Interest and fees receivable
|
|
|
|
|
|
|
98
|
|
|
|
50
|
|
|
|
39
|
|
|
|
100
|
|
Deferred financing fees
|
|
|
|
|
|
|
823
|
|
|
|
1,085
|
|
|
|
1,110
|
|
|
|
1,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,938
|
|
|
$
|
22,934
|
|
|
$
|
43,744
|
|
|
$
|
41,537
|
|
|
$
|
54,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and partners
capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
10
|
|
|
$
|
|
|
|
$
|
13
|
|
|
$
|
|
|
|
$
|
|
|
Interest payable
|
|
|
|
|
|
|
230
|
|
|
|
566
|
|
|
|
106
|
|
|
|
152
|
|
SBA-guaranteed debentures payable
|
|
|
|
|
|
|
17,700
|
|
|
|
31,800
|
|
|
|
31,800
|
|
|
|
31,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
10
|
|
|
|
17,930
|
|
|
|
32,379
|
|
|
|
31,906
|
|
|
|
31,952
|
|
Total partners capital
|
|
|
2,928
|
|
|
|
5,004
|
|
|
|
11,365
|
|
|
|
9,631
|
|
|
|
22,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
partners capital
|
|
$
|
2,938
|
|
|
$
|
22,934
|
|
|
$
|
43,744
|
|
|
$
|
41,537
|
|
|
$
|
54,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield on
investments
|
|
|
|
|
|
|
15.5
|
%
|
|
|
14.2
|
%
|
|
|
14.6
|
%
|
|
|
13.5
|
%
|
Number of portfolio companies
|
|
|
|
|
|
|
6
|
|
|
|
12
|
|
|
|
10
|
|
|
|
17
|
|
Expense ratios (as percentage of
average net assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
107.4
|
%
|
|
|
32.2
|
%
|
|
|
21.3
|
%
|
|
|
17.8
|
%
|
|
|
6.2
|
%
|
Interest expense and deferred
financing fees
|
|
|
|
|
|
|
7.4
|
|
|
|
21.4
|
|
|
|
16.6
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
107.4
|
%
|
|
|
39.6
|
%
|
|
|
42.7
|
%
|
|
|
34.4
|
%
|
|
|
13.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
MANAGEMENTS
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information in this section contains forward-looking
statements that involve risks and uncertainties. Please see
Risk Factors and Special Note Regarding
Forward-Looking Statements for a discussion of the
uncertainties, risks and assumptions associated with these
statements. You should read the following discussion in
conjunction with the combined financial statements and related
notes and other financial information appearing elsewhere in
this prospectus.
Overview
Triangle Capital Corporation is a Maryland corporation
incorporated on October 10, 2006, for the purpose of
acquiring the Existing Fund and TML, raising capital in this
offering and thereafter operating as an internally managed BDC
under the 1940 Act. The Existing Fund is licensed as a small
business investment company, or SBIC, by the United States Small
Business Administration, or SBA and intends to elect to be
treated as a BDC upon completion of this offering. The Existing
Fund has invested primarily in debt instruments, equity
investments, warrants and other securities of lower middle
market privately held companies located primarily in the United
States. Simultaneously with the offering, we will complete the
formation transactions described elsewhere in this prospectus,
at which time the Existing Fund will become our wholly owned
subsidiary and the former partners of the Existing Fund will
become our stockholders.
Our business is to provide capital to lower middle market
companies in the United States with an emphasis on the
Southeast. We define lower middle market companies as those with
annual revenues between $10.0 and $100.0 million. 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
and $75.0 million and annual EBITDA between $2.0 and
$10.0 million.
We invest primarily in senior subordinated debt securities
secured by second lien security interests in portfolio company
assets, coupled with equity interests. Historically, our
investments have ranged from $2.0 to $4.0 million due to
investment limitations imposed by the SBA based on the Existing
Funds size. In certain situations, we have partnered with
other funds to provide larger financing commitments. With the
additional capital from this offering, we intend to increase our
financing commitments to between $5.0 and $15.0 million per
portfolio company. The Existing Fund is eligible to sell
debentures guaranteed by the SBA to the capital markets at
favorable interest rates and invest these funds in portfolio
companies. We intend to continue to operate the Existing Fund as
an SBIC, subject to SBA approval, and to utilize the proceeds of
the sale of SBA-guaranteed debentures, referred to herein as SBA
leverage, to enhance returns to our stockholders. As of
September 30, 2006, we had investments in 17 portfolio
companies with an aggregate cost of $46.7 million.
Critical
Accounting Policies
The preparation of our financial statements in accordance with
accounting principles generally accepted in the United States
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.
33
Investment
Valuation
The most significant estimate inherent in the preparation of our
consolidated financial statements is the valuation of
investments and the related amounts of unrealized appreciation
and depreciation of investments recorded. We value our
investment portfolio each quarter. We have engaged
Duff & Phelps, LLC, an independent valuation firm, to
assist us in our valuation process.
Securities that are publicly traded, if any, are valued at the
closing price of the exchange or securities market on which they
are listed on the valuation date. Securities that are not traded
on a public exchange or securities market but for which a
limited market exists are valued at the indicative bid price
offered on the valuation date. As of September 30, 2006,
none of the debt securities in our portfolio was publicly traded
or had a limited market and there was a limited market for one
of the equity securities we owned.
Debt and equity securities that are not publicly traded and for
which a limited market does not exist are valued at fair value
as determined in good faith by our board of directors. There is
no single standard for determining fair value in good faith, as
fair value depends upon circumstances of each individual case.
In general, fair value is the amount that we might reasonably
expect to receive upon the current sale of the security which
for investments that are less than nine months old
typically equates to our original cost basis, unless there has
been significant over-performance or under-performance by the
portfolio company. In making the good faith determination of the
value of these securities, we start with the cost basis of the
security, which includes the amortized original issue discount,
and PIK interest, if any. Management evaluates our investments
in portfolio companies using the most recent portfolio company
financial statements and forecasts. Management also consults
with portfolio company senior management to obtain further
updates on the portfolio companys performance, including
information such as industry trends, new product development and
other operational issues. In addition, when evaluating equity
securities of private companies, we consider standard valuation
techniques used by major valuation firms. These valuation
techniques consist of: discounted cash flow of the expected sale
price in the future, valuation of the securities based on recent
sales in comparable transactions, and a review of similar
companies that are publicly traded and the market multiple of
their equity securities.
Unrealized appreciation or depreciation on portfolio investments
are recorded as increases or decreases in investments on the
balance sheet and are separately reflected on the income
statement in determining net increase or decrease in
stockholders equity resulting from operations.
Using the investment rating designation described elsewhere in
this document, we seek to determine the value of the security as
if we intended to sell the security at the time of the
valuation. To estimate the current sale price of the security,
we consider some or all of the following factors:
|
|
|
|
|
financial standing of the issuer of the security;
|
|
|
|
comparison of the business and financial plan of the issuer with
actual results;
|
|
|
|
the size of the security held as it relates to the liquidity of
the market for such security;
|
|
|
|
pending public offering of common stock by the issuer of the
security;
|
|
|
|
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 securitys cost at the date of
purchase and any contractual restrictions on the disposition of
the security;
|
|
|
|
discount from market value of unrestricted securities of the
same class at the time of purchase;
|
|
|
|
special reports prepared by analysts;
|
34
|
|
|
|
|
information as to any transactions or offers with respect to the
security
and/or sales
to third parties of similar securities;
|
|
|
|
the issuers 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; and
|
|
|
|
other pertinent factors.
|
Due to the uncertainty inherent in the valuation process, such
estimates of fair value may differ significantly from the values
that would have been obtained had a ready market for the
securities existed, and the differences could be material.
Additionally, 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.
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. We stop accruing interest on investments and 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.
Fee
Income
Loan origination, facility, commitment, consent and other
advance fees received by us on loan agreements or other
investments are recorded as deferred income and recognized as
income over the term of the loan.
Payment-in-Kind
Interest (PIK)
We currently hold, and we expect to hold in the future, some
loans in our portfolio that contain a PIK interest provision.
The PIK interest, computed at the contractual rate specified in
each loan agreement, is added to the principal balance of the
loan and recorded as interest income. To maintain our status as
a RIC, this non-cash source of income must be paid out to
stockholders in the form of dividends, even though we have not
yet collected the cash. We will stop accruing PIK interest and
write off any accrued and uncollected interest when it is
determined that PIK interest is no longer collectible.
Discussion
and Analysis of Results of Operations
Comparison
of nine months ended September 30, 2006, with nine months
ended September 30, 2005
Investment
Income
For the nine months ended September 30, 2006, total
investment income was $5.0 million, a $0.7 million, or
a 15.3%, increase over the $4.3 million of total investment
income for the nine months ended September 30, 2005. The
increase was primarily attributable to a $0.7 million
increase in total loan interest, fee and dividend income due to
the addition of eight new investments totaling
$19.7 million which were closed during the nine months
ended September 30, 2006.
Expenses
For the nine months ended September 30, 2006, expenses
increased by $0.3 million, or 12.6%, to $2.7 million
from $2.4 million for the nine months ended
September 30, 2005. The increase in expenses was primarily
attributable to a $0.3 million increase in interest expense
relating to
SBA-guaranteed
debentures which totaled $31.8 million for the entire nine
month period ended September 30, 2006, and which had an
average balance substantially less than that amount during the
nine month period ended September 30, 2005.
35
During May 2005 the Existing Fund increased its
SBA-guaranteed
debentures by $9.5 million to fund new investment activity
during the last half of 2005 and the first nine months of 2006.
Net
Investment Income
As a result of the $0.7 million increase in total
investment income and the $0.3 million increase in
expenses, net investment income for the nine months ended
September 30, 2006, was $2.3 million compared to net
investment income of $2.0 million during the nine months
ended September 30, 2005.
Net
Increase (Decrease) in Net Assets Resulting From
Operations
For the nine months ended September 30, 2006, net realized
gains on investments were $6.0 million as compared to a net
realized loss of $3.5 million during the nine months ended
September 30, 2005. During 2006 we experienced a gain on
two investments. During the nine months ended September 30,
2006, we recorded net unrealized depreciation in the amount of
$2.6 million, comprised primarily of an unrealized loss on
one investment in the amount of $2.7 million. We also recorded
$2.9 million in unrealized appreciation relating to the write up
of four investments. The remaining amount of the net unrealized
depreciation related to the reclassification of an unrealized
gain to a realized gain on one investment in the amount of $2.7
million.
As a result of these events, our net increase in net assets from
operations during the nine month period ended September 30,
2006, was $5.8 million as compared to $1.4 million
during the nine month period ended September 30, 2005.
Comparison
of fiscal years ended December 31, 2005 and
December 31, 2004
Investment
Income
For the twelve months ended December 31, 2005, total
investment income was $6.0 million, a $4.0 million, or
200.1%, increase over the $2.0 million of total investment
income for the twelve months ended December 31, 2004. The
increase was primarily attributable to a $3.1 million
increase in total loan interest, fee and dividend income and a
$0.8 million increase in total PIK interest income. These
increases were primarily attributable to the addition of ten new
investments totaling $29.1 million that were closed during
the twelve months ended December 31, 2005.
Expenses
For the twelve months ended December 31, 2005, expenses
increased by approximately $1.2 million, or 61.3%, to
approximately $3.3 million from $2.0 million for the
twelve months ended December 31, 2004. The increase in
expenses was primarily attributable to a $1.2 million
increase in interest expense relating to
SBA-guaranteed
debentures which totaled $31.8 million as of
December 31, 2005, as compared to $17.7 million as of
December 31, 2004. The incremental
SBA-guaranteed
debentures were issued to fund new investment activity during
2005.
Net
Investment Income
As a result of the $4.0 million increase in total
investment income as compared to the $1.2 million increase
in expenses, net investment income for the twelve months ended
December 31, 2005, was $2.7 million compared to a net
investment loss of less than $0.1 million during the twelve
months ended December 31, 2004.
Net
Increase (Decrease) in Net Assets Resulting From
Operations
For the twelve months ended December 31, 2005, net realized
losses on investments were $3.5 million. There were no net
realized losses during the twelve months ended December 31,
2004. The realized loss during 2005 related to the write-off of
one investment. During the twelve months ended December 31,
2005, we recorded net unrealized appreciation in the amount of
$4.0 million relating to the write up of our equity
position in two portfolio companies offset by the
reclassification of an unrealized loss to a realized loss in the
amount of $1.2 million.
36
As a result of these events, our net increase in net assets
resulting from operations during the year ended
December 31, 2005, was $3.2 million as compared to a
net decrease of $1.3 million during the year
December 31, 2004.
Comparison
of fiscal years ended December 31, 2004 and December 31,
2003
The Existing Fund received its SBIC license in September 2003
and closed on its first investment in January 2004. As a result,
a discussion of our operations in 2003 has been excluded.
During 2004, we generated total investment income of $2.0
million from six investments totaling $20.4 million. Total
expenses during 2004 were $2.0 million consisting primarily of
$1.6 million in management fees and $0.3 million in interest
expense relating to SBA-guaranteed debentures, which totaled
$17.7 million at December 31, 2004.
During the fourth quarter of 2004, we recorded net unrealized
depreciation of $1.2 million in one investment. As a result of
these factors our net decrease in net assets resulting from
operations for the period ended December 31, 2004 was
approximately $1.3 million.
Liquidity
and Capital Resources
Cash
Flows
For the nine months ended September 30, 2006, we
experienced a net increase in cash and cash equivalents in the
amount of $1.3 million. During that period, we used
$4.3 million in cash to fund operating activities and we
generated $5.6 million of cash from financing activities,
consisting of limited partner capital contributions in the
amount of $10.6 million offset by a distribution to limited
partners in the amount of $5.0 million. We invested the
entire $10.6 million of cash from financing activities in
eight new subordinated debt investments during the first nine
months of 2006. As of September 30, 2006, all limited
partners in the Existing Fund had fully funded their committed
capital. At September 30, 2006, we had $7.4 million of
cash on hand.
For the twelve months ended December 31, 2005, we
experienced a net increase in cash and cash equivalents in the
amount of $3.2 million. During that period, we used
$13.7 million in cash to fund operating activities and we
generated $16.9 million of cash from financing activities,
consisting of borrowings under
SBA-guaranteed
debentures in the amount of $14.1 million and limited
partner capital contributions in the amount of
$3.2 million. These amounts were offset by financing fees
paid by us in the amount of $0.4 million. We invested the
entire $16.9 million of cash from financing activities in
ten new investments during 2005.
For the twelve months ended December 31, 2004, we experienced a
net decrease in cash and cash equivalents in the amount of $0.1
million. During that period we used $20.3 million in cash to
fund operating activities and we generated $20.2 million from
financing activities, consisting of borrowings under
SBA-guaranteed debentures in the amount of $17.7 million and
limited partner capital contributions in the amount of $3.3
million. These amounts were offset by financing fees paid by we
in the amount of $0.9 million. We invested the entire $20.2
million of cash from financing activities in six new investments
during 2004.
Financing
Transactions
Due to the Existing Funds status as a licensed SBIC, the
Existing Fund has 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 in an amount up to
twice the amount of its regulatory capital, which generally is
the amount raised from private investors. The maximum statutory
limit on the dollar amount of outstanding debentures guaranteed
by the SBA issued by a single SBIC as of September 30, 2006
is currently $124.4 million (which amount is subject to
increase on an annual basis based on cost of living increases).
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
pre-paid at
any time. Debentures issued prior to September 2006 were subject
to
pre-payment
penalties during their first five years. Those
pre-payment
penalties no longer apply to debentures issued after
September 1,
37
2006. As of September 30, 2006, the Existing Fund had
issued $31.8 million of debentures guaranteed by the SBA,
which debentures had a weighted average interest rate of
5.77% per annum. Based on its $21.3 million regulatory
capital, the Existing Fund has the current capacity to issue up
to an additional $10.7 million of debentures guaranteed by
the SBA.
Following the offering, we anticipate that the Existing Fund
will be able to have up to the $124.4 statutory maximum
outstanding in debentures guaranteed by the SBA.
Recently
Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board
(FASB) issued FASB Statement No. 123 (revised 2004),
Share Based Payment (SFAS 123R), which is a revision
of FASB Statement No. 123, Accounting for Stock-Based
Compensation (SFAS 123). This statement supersedes APB
Opinion 25, Accounting for Stock Issued to Employees
(APB 25), and amends FASB Statement No. 95,
Statement of Cash Flows. Generally, the approach in
SFAS 123R is similar to the approach described in
SFAS 123; however, SFAS 123R requires all share-based
payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their
fair values. Pro forma disclosure is no longer an alternative.
We have not issued any share-based payment awards since
inception, however if we issue share-based payment awards in the
future, the adoption of SFAS 123Rs fair value method
may result in significant non-cash charges which will increase
reported operating expenses; however, it will have no impact on
cash flows. The impact of adoption of SFAS 123R cannot be
predicted at this time because it will depend on the level of
share-based payments granted in the future.
In February 2006, the FASB issued FASB Statement No. 155,
Accounting for Certain Hybrid Financial Instruments an
amendment of FASB Statements No. 133 and 140. Management
does not believe the adoption of this statement will have a
material impact on our financial position or results of
operations.
Off-Balance
Sheet Arrangements
We currently have no off-balance sheet arrangements.
Quantitative
and Qualitative Disclosure About Market Risk
We are subject to financial market risks, including changes in
interest rates. Changes in interest rates affect both our cost
of funding and the valuation of our investment portfolio. 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 and limits by means of
reliable administrative and information systems and other
policies and programs. Our investment income is affected by
changes in various interest rates, including LIBOR and prime
rates. As of September 30, 2006, approximately 93.0% of our
investment portfolio bore interest at fixed rates. All of our
leverage is currently at fixed rates.
Related
Party Transactions
Effective concurrently with the closing of the offering, TML,
the general partner of the Existing Fund, will merge into a
wholly owned subsidiary of Triangle Capital Corporation. A
substantial majority of the ownership interests of TML are owned
by Messrs. Tucker, Burgess, Lilly, Long and Parker. As a
result of such merger, Messrs. Tucker, Burgess, Lilly, Long
and Parker will collectively receive shares of our common stock
valued at approximately $6.7 million.
Certain members of our management (Garland S. Tucker, III,
Tarlton H. Long and David F. Parker) collectively own
approximately 67% of Triangle Capital Partners, LLC. Prior to
the closing of this offering, Triangle Capital Partners, LLC
provided management and advisory services to the Existing Fund
pursuant to a management services agreement dated as of
February 3, 2003. Under the terms of this management
services agreement, Triangle Capital Partners, LLC received
$1.6 million in management fees from the Existing Fund
during each of the fiscal years ended December 31, 2005 and
December 31, 2004. This agreement will terminate upon the
closing of this offering.
38
SENIOR
SECURITIES
Information about our senior securities is shown in the
following table as of September 30, 2006 and for the years
indicated in the table, unless otherwise noted.
Ernst &Young LLPs report on the senior securities
table as of September 30, 2006 is attached as an exhibit to
the registration statement of which this prospectus is a part.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amount
|
|
|
|
|
|
|
|
|
Outstanding
|
|
Asset
|
|
Involuntary
|
|
|
|
|
Exclusive of
|
|
Coverage
|
|
Liquidating
|
|
Average Market
|
Class and Year
|
|
Treasury
|
|
Per Unit
|
|
Preference
|
|
Value Per Unit
|
|
|
Securities(a)
|
|
(b)
|
|
Per Unit(c)
|
|
(d)
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
SBA-guaranteed debentures payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
2004
|
|
|
17,700
|
|
|
|
1,283
|
|
|
|
|
|
|
|
N/A
|
|
2005
|
|
|
31,800
|
|
|
|
1,357
|
|
|
|
|
|
|
|
N/A
|
|
2006 (as of September 30)
|
|
|
31,800
|
|
|
|
1,715
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
(a) |
|
Total amount of each class of senior securities outstanding at
the end of the period presented. |
|
(b) |
|
Asset coverage per unit is the ratio of the carrying value of
our total consolidated assets, less all liabilities and
indebtedness not represented by senior securities, to the
aggregate amount of senior securities representing indebtedness.
Asset coverage per unit is expressed in terms of dollar amounts
per $1,000 of indebtedness. |
|
(c) |
|
The amount to which such class of senior security would be
entitled upon the involuntary liquidation of the issuer in
preference to any security junior to it. The
indicates information which the Securities and Exchange
Commission expressly does not require to be disclosed for
certain types of senior securities. |
|
(d) |
|
Not applicable because senior securities are not registered for
public trading. |
39
BUSINESS
We are a specialty finance company that provides customized
financing solutions to lower middle market companies located
throughout the United States, with an emphasis on the Southeast.
Our goal is to be the premier provider of capital to these
companies. We define lower middle market companies as those
having revenues between $10.0 and $100.0 million. Our
investment objective is to seek attractive returns by generating
current income from our debt investments and capital
appreciation from our equity related investments. Our investment
philosophy is to partner with business owners, management teams
and financial sponsors to provide flexible financing solutions
to fund growth, changes of control, or other corporate events.
We invest primarily in senior subordinated debt securities
secured by second lien security interests in portfolio company
assets, coupled with equity interests.
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 and $75.0 million and EBITDA between
$2.0 and $10.0 million. We believe that these companies
have less access to capital and that the market for such capital
is underserved relative to larger companies. Companies of this
size are generally privately held and are less well known to
traditional capital sources such as commercial and investment
banks.
Historically, our investments generally have ranged from $2.0 to
$4.0 million due to certain investment limitations imposed
by the SBA. In certain situations, we have partnered with other
funds to provide larger financing commitments. With the
additional capital from this offering, we intend to increase our
financing commitments to between $5.0 and $15.0 million per
portfolio company. We intend to continue to operate the Existing
Fund as an SBIC, subject to SBA approval, and to utilize the
proceeds of the sale of SBA-guaranteed debentures, referred to
herein as SBA leverage, to enhance returns to our stockholders.
As of September 30, 2006, we had investments in 17
portfolio companies, with an aggregate cost of $46.7 million.
Our
Market Opportunity
According to Dun & Bradstreet, as of December 2006,
there were approximately 68,000 companies in the United
States with revenues between $10.0 and $100.0 million, of
which approximately 89.0% were privately held. We believe that
these lower middle market companies, particularly those located
in the Southeast, are relatively underserved by capital
providers and present a significant opportunity for attractive
returns. We also believe that the owners of many businesses
founded in the years following World War II are selling or
soon will sell their businesses. We expect that these factors
will continue to foster a robust investment pipeline involving
companies in this size range. These factors, coupled with the
demand by these companies for flexible sources of financing,
create significant investment opportunities for BDCs.
Another dynamic that we believe has contributed to attractive
investment returns in our target market is the broad-based
consolidation in the banking industry. Larger banks have scale
and cost structures that we believe lessen their incentive to
invest in lower middle market companies. Additionally, most
small companies and private lower middle market companies are
unable to issue public debt due to the small size of their
offerings and corresponding lack of liquidity. We believe these
factors have created an opportunity for non-bank lenders, such
as BDCs, to provide lower middle market companies with flexible
forms of financing. The relatively small number of institutions
investing in lower middle market companies provides specialty
finance companies, such as us, with opportunities to negotiate
favorable transaction terms and equity participations, allowing
us to enhance the potential for investor returns.
Finally, we are located, and much of the experience of certain
members of our senior management team has been gained, in the
Southeast. According to United States Census data, the
southeast region contains 10 of the top 25 fastest growing
metropolitan areas in the United States. We believe that these
high-growth areas promote entrepreneurship, which in turn
results in the creation and growth of companies that meet our
lower middle market target investment profile. We believe that
our focus on lower middle market companies as well as the
Southeast creates significant investment opportunities for us.
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Our
Business Strategy
We intend to accomplish our goal of becoming the premier
provider of capital to lower middle market companies by:
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Focusing on Underserved Markets. We
believe that broad-based consolidation in the financial services
industry coupled with operating margin and growth pressures have
caused financial institutions to de-emphasize services to lower
middle market companies in favor of larger corporate clients and
capital market transactions. We believe these dynamics have
resulted in the financing market for lower middle market
companies to be underserved, providing us with greater
investment opportunities.
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Providing Customized Financing
Solutions. We offer a variety of financing
structures and have the flexibility to structure our investments
to meet the needs of our portfolio companies. Typically we
invest in senior subordinated debt securities, coupled with
equity interests. We believe our ability to customize financing
arrangements makes us an attractive partner to lower middle
market companies.
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Leveraging the Experience of Our Management
Team. Our senior management team has more
than 100 years of combined experience advising, investing
in, lending to and operating companies across changing market
cycles. The members of our management team have diverse
investment backgrounds, with prior experience at investment
banks, specialty finance companies, commercial banks, and
privately and publicly held companies in the capacity of
executive officers. We believe this diverse experience provides
us with an in depth understanding of the strategic, financial
and operational challenges and opportunities of lower middle
market companies. We believe this understanding allows us to
select and structure better investments and to efficiently
monitor and provide managerial assistance to our portfolio
companies.
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Applying Rigorous Underwriting Policies and Active
Portfolio Management. Our senior management
team has implemented rigorous underwriting policies that are
followed in each transaction. These policies include a thorough
analysis of each potential portfolio companys competitive
position, financial performance, management team operating
discipline, growth potential and industry attractiveness,
allowing us to better assess the companys prospects. After
investing in a company, we monitor the investment closely,
typically receiving monthly, quarterly and annual financial
statements. We analyze and discuss in detail the companys
financial performance with management in addition to attending
regular board of directors meetings. We believe that our initial
and ongoing portfolio review process allows us to monitor
effectively the performance and prospects of our portfolio
companies.
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Taking Advantage of Low Cost Debentures Guaranteed by the
SBA. Our license to do business as an SBIC
allows us to issue fixed-rate, low interest debentures which are
guaranteed by the SBA and sold in the capital markets,
potentially allowing us to increase our net interest income
beyond the levels achievable by other BDCs utilizing traditional
leverage.
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Maintaining Portfolio
Diversification. While we focus our
investments in lower middle market companies, we seek to
diversify across various industries. We monitor our investment
portfolio to ensure we have acceptable diversification, using
industry and market metrics as key indicators. By monitoring our
investment portfolio for diversification we seek to reduce the
effects of economic downturns associated with any particular
industry or market sector. However, we may from time to time
hold securities of a single portfolio company that comprise more
than 5.0% of our total assets and/or more than 10.0% of the
outstanding voting securities of the portfolio company. For that
reason, we are classified as a non-diversified management
investment company under the 1940 Act.
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Utilizing Long-Standing Relationships to Source
Deals. Our senior management team maintains
extensive relationships with entrepreneurs, financial sponsors,
attorneys, accountants, investment bankers, commercial bankers
and other non-bank providers of capital who refer prospective
portfolio companies to us. These relationships historically have
generated significant investment opportunities. We believe that
our network of relationships will continue to produce attractive
investment opportunities and is likely to expand as a result of
our enhanced profile as a publicly held BDC.
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Investment
Criteria
We utilize the following criteria and guidelines in evaluating
investment opportunities. However, not all of these criteria and
guidelines have been, or will be, met in connection with each of
our investments.
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Established Companies With Positive Cash
Flow. We seek to invest in established
companies with a history of generating revenues and positive
cash flows. We typically focus on companies with a history of
profitability and minimum trailing twelve month EBITDA of
$2.0 million. We do not invest in
start-up
companies, distressed situations, turn-around
situations or companies that we believe have unproven business
plans.
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Experienced Management Teams With Meaningful Equity
Ownership. Based on our prior investment
experience, we believe that a management team with significant
experience with a portfolio company or relevant industry
experience and meaningful equity ownership is more committed to
a portfolio company. We believe management teams with these
attributes are more likely to manage the companies in a manner
that protects our debt investment and enhances the value of our
equity investment.
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Strong Competitive Position. We seek to
invest in companies that have developed strong positions within
their respective markets, are well positioned to capitalize on
growth opportunities and compete in industries with barriers to
entry. We also seek to invest in companies that exhibit a
competitive advantage, which may help to protect their market
position and profitability.
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Diversified Customer and Supplier
Base. We prefer to invest in companies that
have a diversified customer and supplier base. Companies with a
diversified customer and supplier base are generally better able
to endure economic downturns, industry consolidation and
shifting customer preferences.
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Significant Invested Capital. We
believe the existence of significant underlying equity value
provides important support to investments. We will look for
portfolio companies that we believe have sufficient value beyond
the layer of the capital structure in which we invest.
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Investments
Debt
Investments
We tailor the terms of our debt investments to the facts and
circumstances of each transaction and prospective portfolio
company, negotiating a structure that seeks to protect our
rights and manage our risk while creating incentives for the
portfolio company to achieve its business plan. To that end, we
typically seek board observation rights with each of our
portfolio companies and offer managerial assistance. We also
seek to limit the downside risks of our investments by
negotiating covenants that are designed to protect our
investments while affording our portfolio companies as much
flexibility in managing their businesses as possible. Such
restrictions may include affirmative and negative covenants,
default penalties, lien protection, change of control provisions
and put rights. We typically add a prepayment penalty structure
to enhance our total return on our investments.
We typically invest in senior subordinated notes. Senior
subordinated notes are junior to senior secured debt but senior
to other series of subordinated notes. Our subordinated debt
investments generally have terms of 3 to 6 years and
provide for fixed interest rates between 11.0% and
13.0% per annum. Our subordinated note investments
generally are secured by a second priority security interest in
the assets of the borrower. Our subordinated debt investments
generally include an equity component, such as warrants to
purchase common stock in the portfolio company. In addition,
certain loan investments may have a form of interest that is not
paid currently but is accrued and added to the loan balance and
paid at the end of the term, referred to as PIK interest. In our
negotiations with potential portfolio companies, we will
generally seek to minimize PIK interest as we have to pay out
such accrued interest as dividends to our stockholders, and we
may have to borrow money or raise additional capital in order to
meet the taxation test for RICs by having to pay out at least
90.0% of our income. At September 30, 2006, the weighted
average yield on all of our outstanding debt investments was
approximately 13.5% and the weighted average yield, not
including PIK interest, was 11.1%.
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Equity
Investments
When we provide financing, we may acquire equity interests in
the portfolio company. We generally seek to structure our equity
investments as non-control investments to provide us with
minority rights provisions and event-driven or time-driven puts.
We also seek to obtain registration rights in connection with
these investments, which may include demand and
piggyback registration rights, board observation
rights and put rights. Our investments have in the past and may
in the future contain a synthetic equity position pursuant to a
formula typically setting forth royalty rights we may exercise
in accordance with such formula.
Investment
Process
Our investment committee is responsible for all aspects of our
investment process. The members of our investment committee are
Messrs. Garland S. Tucker III, Brent P.W. Burgess, Steven
C. Lilly, Tarlton H. Long, and David F. Parker. Our investment
committee meets once a week but also meets on an as needed basis
depending on transaction volume. Our investment committee has
organized our investment process into five distinct stages:
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Origination
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Due Diligence and Underwriting
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Approval
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Documentation and Closing
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Portfolio Management and Investment Monitoring
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Our investment process is summarized in the following chart:
Origination
The origination process for our investments includes sourcing,
screening, preliminary due diligence, transaction structuring,
and negotiation. Our origination process ultimately leads to the
issuance of a non-binding term sheet. Investment origination is
conducted by our six investment professionals who are
responsible for sourcing potential investment opportunities. Our
investment professionals utilize their extensive
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relationships with various financial sponsors, entrepreneurs,
attorneys, accountants, investment bankers and other non-bank
providers of capital to source transactions with prospective
portfolio companies.
If a transaction meets our investment criteria, we perform
preliminary due diligence, taking into consideration some or all
of the following factors:
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A comprehensive financial model that we prepare based on
quantitative analysis of historical financial performance,
financial projections and pro forma financial ratios assuming
investment;
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Competitive landscape surrounding the potential investment;
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Strengths and weaknesses of the potential investments
business strategy and industry;
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Results of a broad qualitative analysis of the companys
products or services, market position, market dynamics and
customers and suppliers; and
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Potential investment structures, certain financing ratios and
investment pricing terms.
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If the results of our preliminary due diligence are
satisfactory, the origination team prepares a Summary
Transaction Memorandum which is presented to our investment
committee. If our investment committee recommends moving
forward, we issue a non-binding term sheet to the potential
portfolio company. Upon execution of a term sheet, we begin our
formal due diligence and underwriting process as we move toward
investment approval.
Due
Diligence and Underwriting
Our due diligence on a prospective investment is completed by a
minimum of two investment professionals, which we define as the
underwriting team. The members of the underwriting team work
together to conduct due diligence and to understand the
relationships among the prospective portfolio companys
business plan, operations and financial performance. Our due
diligence review includes some or all of the following:
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Initial or additional
on-site
visits with management and relevant employees;
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Additional in-depth review of historical and projected financial
statements and projected financing ratios;
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Interviews with customers and suppliers;
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Management background checks;
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Review of reports by third-party accountants which have been
retained by us, or by a financial sponsor;
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Review of material contracts;
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Review by legal, environmental or other industry consultants, if
applicable; and
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Financial sponsor diligence, if applicable, including portfolio
company and other reference checks.
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In most circumstances, we utilize outside experts to review the
legal affairs, accounting systems and results, and, where
appropriate, we engage specialists to investigate issues like
environmental matters and general industry outlooks. During the
underwriting process, significant attention is given to
sensitivity analyses and how companies might be expected to
perform in a protracted downside operating
environment. In addition, we analyze key financing ratios and
other industry metrics, including total debt to EBITDA, EBITDA
to fixed charges, EBITDA to total interest expense, total debt
to total capitalization and total senior debt to total
capitalization.
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Upon completion of a satisfactory due diligence review and as
part of our evaluation of a proposed investment, the
underwriting team prepares an Investment Memorandum for
presentation to our investment committee. The Investment
Memorandum contains information including, but not limited to,
the following:
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Company history and overview;
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Transaction overview, history and rationale, including an
analysis of transaction strengths and risks;
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Analysis of key customers and suppliers and key contracts;
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A working capital analysis;
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An analysis of the companys business strategy;
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A management assessment;
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Third party accounting, legal, environmental or other due
diligence findings;
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Investment structure and expected returns;
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Anticipated sources of repayment and potential exit strategies;
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Pro forma capitalization and ownership;
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An analysis of historical financial results and key financial
ratios;
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Sensitivities to managements financial projections; and
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Detailed reconciliations from historical results to pro forma
starting points.
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Approval
The underwriting team for the proposed investment presents the
Investment Memorandum to our investment committee for
consideration and approval. After reviewing the Investment
Memorandum, members of the investment committee may request
additional due diligence or modify the proposed financing
structure or terms of the proposed investment. Before we proceed
with any investment, the investment committee must approve the
proposed investment at a meeting at which all committee members
are present. Upon receipt of transaction approval, the involved
investment professionals proceed to document and, upon
satisfaction of applicable closing conditions, fund the
investment.
Documentation
and Closing
The underwriting team is responsible for leading the negotiation
of all documentation related to investment closings. We also
rely on law firms with whom we have worked on multiple
transactions to help us complete the necessary documentation
associated with transaction closings. If a transaction changes
materially from what was originally approved by the investment
committee, the underwriting team requests a formal meeting of
the investment committee to communicate the contemplated
changes. The investment committee has the right to approve the
amended transaction structure, to suggest alternative structures
or not to approve the contemplated changes.
Portfolio
Management and Investment Monitoring
Our investment professionals generally employ several methods of
evaluating and monitoring the performance of our portfolio
companies, which, depending on the particular investment, may
include the following specific processes, procedures and reports:
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Monthly and quarterly review of actual financial performance
versus the corresponding period of the prior year and financial
projections;
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Monthly and quarterly monitoring of all transaction covenants,
financial and otherwise;
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Review of senior lender loan compliance certificates, where
applicable;
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Quarterly review of operating results, and general business
performance, including the preparation of a portfolio monitoring
report which is distributed to members of our investment
committee;
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Periodic
face-to-face
meetings with management teams and financial sponsors of
portfolio companies;
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Attendance at portfolio company board meetings through board
seats or observation rights; and
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Application of our investment rating system to each investment.
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In the event that our investment committee determines that an
investment is underperforming, or circumstances suggest that the
risk associated with a particular investment has significantly
increased, we undertake more aggressive monitoring of the
affected portfolio company. The frequency of our monitoring of
an investment is determined by a number of factors, including,
but not limited to, the trends in the financial performance of
the portfolio company, the investment structure and the type of
collateral securing our investment, if any.
Investment
Rating System
We monitor a wide variety of key credit statistics that provide
information regarding our portfolio companies to help us assess
credit quality and portfolio performance. We generally require
our portfolio companies to provide annual audits in addition to
monthly and quarterly unaudited financial statements. Using
these statements, we calculate and evaluate certain financing
ratios. For purposes of analyzing the financial performance of
our portfolio companies, we may make certain adjustments to
their financial statements to reflect the pro forma results of a
company consistent with a change of control transaction, to
reflect anticipated cost savings resulting from a merger or
restructuring, costs related to new product development,
compensation to previous owners, and other acquisition or
restructuring related items.
As part of our valuation procedures we risk rate all of our
investments in debt securities. Our investment rating system
uses a scale of 0 to 10, with 10 being the lowest
probability of default and principal loss. This system is used
to estimate the probability of default on our debt securities
and the probability of loss if there is a default. The system is
also used to assist us in estimating the fair value of equity
related securities. These types of systems are referred to as
risk rating systems and are used by banks and rating agencies.
Our risk rating system covers both qualitative and quantitative
aspects of the business and the securities we hold.
In connection with the monitoring of our portfolio companies,
each investment we hold is rated based upon the following
ten-level numeric investment rating system:
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Investment
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Rating
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Description
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10
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Investment is performing above
original expectations and possibly 30.0% or more above original
projections provided by the portfolio company. Investment has
been positively influenced by an unforeseen external event. Full
return of principal and interest is expected. Capital gain is
expected.
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9
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Investment is performing above
original expectations and possibly 30.0% or more above original
projections provided by the portfolio company. Investment may
have been or is soon to be positively influenced by an
unforeseen external event. Full return of principal and interest
is expected. Capital gain is expected.
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8
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Investment is performing above
original expectations and possibly 21.0% to 30.0% above original
projections provided by the portfolio company. Full return of
principal and interest is expected. Capital gain is expected.
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7
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Investment is performing above
original expectations and possibly 11.0% to 21.0% above original
projections provided by the portfolio company. Full return of
principal and interest is expected. Depending on age of
transaction, potential for capital gain exists.
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6
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Investment is performing above
original expectations and possibly 5.0% to 11.0% above original
projections provided by the portfolio company. Full return of
principal and interest is expected. Depending on age of
transaction, potential for capital gain exists.
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Investment
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Rating
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Description
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5
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Investment is performing in line
with expectations. Full return of principal and interest is
expected. Depending on age of transaction, potential for nominal
capital gain may be expected.
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4
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Investment is performing below
expectations, but no covenant defaults have occurred. Full
return of principal and interest is expected. Little to no
capital gain is expected.
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3
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Investment is in default of
transaction covenants but interest payments are current. No loss
of principal is expected.
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2
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Investment is in default of
transaction covenants and interest payments are not current. A
principal loss of between 1.0% and 33.0% is expected.
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1
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Investment is in default of
transaction covenants and interest (and possibly principal)
payments are not current. A principal loss of between 34.0% and
67.0% is expected.
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0
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Investment is in default and a
principal loss of between 68.0% and 100.0% is expected.
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Valuation
Process and Determination of Net Asset Value
We will determine the net asset value per share of our common
stock on a quarterly basis. The net asset value per share is
equal to the value of our total assets minus liabilities and any
preferred stock outstanding divided by the total number of
shares of common stock outstanding.
Securities that are publicly traded, if any, are valued at the
closing price of the exchange or securities market on which they
are listed on the valuation date. Securities which are not
traded on a public exchange or securities market, but for which
a limited market exists, such as participations in syndicated
loans, are valued at the indicative bid price offered by the
syndication agent on the valuation date. Debt and equity
securities that are not publicly traded, for which a limited
market does not exist, or for which we have various degrees of
trading restrictions are valued at fair value as determined in
good faith by our board of directors. We have engaged Duff &
Phelps, LLC, an independent valuation firm, to assist us in our
valuation process.
Determination of the fair value involves subjective judgments
and estimates not susceptible to substantiation by auditing
procedures. Accordingly, under current auditing standards, the
notes to our financial statements will refer to the uncertainty
with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements. In
addition, the SBA has established certain valuation guidelines
for SBICs to follow when valuing portfolio investments.
In making the good faith determination of the value of these
securities, we start with the cost basis of the security, which
includes the amortized original issue discount, and PIK
interest, if any. We prepare the valuations of our investments
in portfolio companies using the most recent portfolio company
financial statements and forecasts. We also consult with members
of the senior management team of each portfolio company to
obtain further updates on the portfolio companys
performance, including information such as industry trends, new
product development, and other operational issues. Due to the
uncertainty inherent in the valuation process, such estimates of
fair value may differ significantly from the values that would
have been obtained had a ready market for the securities
existed, and the differences could be material. Additionally,
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.
For debt securities that are not publicly traded or for which
there is no market, we begin with our investment rating of the
security as described under Investment Rating
System. Using this investment rating, we seek to determine
the value of the security as if we intended to sell the security
in a current sale. The factors that may be taken into account in
fairly valuing such security include, as relevant, the portfolio
companys ability to make payments, its estimated earnings
and projected discounted cash flows, the nature and realizable
value of any collateral, the financial environment in which the
portfolio company operates, comparisons to securities of similar
publicly traded companies, statistical ratios compared to
lending standards and to other similar securities and other
relevant factors.
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For convertible debt, equity, success fees or other equity-like
securities, that are not publicly traded or for which there is
no market, we use the same information we would use for a debt
security valuation described above, except risk-rating, as well
as standard valuation techniques used by major valuation firms
to value the equity securities of private companies. These
valuation techniques consist of discounted cash flow of the
expected sale price in the future, valuation of the securities
based on recent sales in comparable transactions, and a review
of similar companies that are publicly traded and the market
multiple of their equity securities.
As part of the fair valuation process, the audit committee
reviews the preliminary evaluations prepared by the independent
valuation firm engaged by the board of directors, as well as
managements valuation recommendations. Management and the
independent valuation firm respond to the preliminary evaluation
to reflect comments provided by the audit committee. The audit
committee reviews the final valuation report and
managements valuation recommendations and makes a
recommendation to the board of directors based on its analysis
of the methodologies employed and the various weights that
should be accorded to each portion of the valuation as well as
factors that the independent valuation firm and management may
not have included in their evaluation processes. The board of
directors then evaluates the audit committee recommendations and
undertakes a similar analysis to determine the fair value of
each investment in the portfolio in good faith.
Due to the inherent uncertainty of determining the fair value of
investments that do not have a readily available market value,
the fair value of our investments may differ significantly from
the values that would have been used had a ready market existed
for such investments, and the differences could be material. For
a discussion of the risks inherent in determining the value of
securities for which readily available market values do not
exist, see Risk Factors There may be
uncertainty as to the value of our portfolio investments.
Managerial
Assistance
As a business development company, we will offer, and must
provide upon request, managerial assistance to certain of our
portfolio companies. This assistance will typically involve,
among other things, monitoring the operations of our portfolio
companies, participating in board and management meetings,
consulting with and advising officers of portfolio companies and
providing other organizational and financial guidance. Our
senior management team, consisting of Messrs. Tucker, Burgess,
Lilly, Long and Parker, will provide such services. We believe,
based on our management teams combined experience at
investment banks, specialty finance companies, and commercial
banks, we can offer this assistance effectively. We may receive
fees for these services.
Competition
We compete for investments with a number of business development
companies and investment funds (including private equity funds,
mezzanine funds and other SBICs), as well as traditional
financial services companies such as commercial banks and other
sources of financing. Many of these entities have greater
financial and managerial resources than we do. We believe we
compete with these entities primarily on the basis of our
willingness to make smaller investments, the experience and
contacts of our management team, our responsive and efficient
investment analysis and decision-making processes, our
comprehensive suite of customized financing solutions and the
investment terms we offer.
We believe that some of our competitors make senior secured
loans, junior secured loans and subordinated debt investments
with interest rates that are comparable to or lower than the
rates we offer. Therefore, we do not seek to compete primarily
on the interest rates we offer to potential portfolio companies.
Our competitors also do not always require equity components in
their investments. For additional information concerning the
competitive risks we face, see Risk Factors We
operate in a highly competitive market for investment
opportunities.
Employees
At September 30, 2006, we employed seven individuals,
including investment and portfolio management professionals,
operations professionals and administrative staff. Upon the
completion of this offering, we intend to hire additional
investment professionals as well as additional administrative
personnel.
48
Properties
Our executive office is located at 3600 Glenwood Avenue,
Suite 104, Raleigh, North Carolina 27612. We believe that
our current office facilities are adequate for our business as
we intend to conduct it.
Legal
Proceedings
Although we may, from time to time, be involved in litigation
arising out of our operations in the normal course of business
or otherwise, we are currently not a party to any pending
material legal proceedings.
49
PORTFOLIO
COMPANIES
The following table sets forth certain information as of
September 30, 2006 for each portfolio company in which we
had a debt or equity investment. Other than these investments,
our only relationships with our portfolio companies are the
managerial assistance we may separately provide to our portfolio
companies, which services would be ancillary to our investments,
and the board observer or participation rights we may receive.
|
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Portfolio
|
|
Nature of Principal
|
|
Date(s) of
|
|
Title of
|
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%Equity
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|
|
Fair
|
|
Company
|
|
Business (Location)
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|
Investment
|
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Security
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|
Held(1)
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Cost(2)
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Value
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Non-Control/Non-Affiliate
Investments:
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AirServ Corporation
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Airport services (Atlanta, GA)
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June 21, 2004
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Subordinated debt
Warrants
|
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4.0
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|
|
$
|
3,762,467
414,285
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|
|
$
|
3,762,467
414,285
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Art Headquarters, Inc.
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Framed art supplier (Clearwater, FL)
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January 31, 2005
|
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Subordinated debt
Warrants
|
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15.0
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|
|
|
2,650,578
40,800
|
|
|
|
2,650,578
19,500
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|
|
|
|
|
|
Assurance Operations Corp.
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Specialty metal fabrication and
stamping
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|
March 22, 2006
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Subordinated debt
Common stock
|
|
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3.6
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|
|
|
3,594,509
200,000
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|
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3,594,509
200,000
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(Killen, AL)
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|
|
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CV Holdings, LLC
|
|
Design and manufacture of polymer
products
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|
April 28, 2005
|
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Subordinated debt
(3)
Royalties
(4)
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|
|
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4,612,292
|
|
|
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4,612,292
250,000
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(Amsterdam, NY)
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DataPath,
Inc.(5)
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Satellite communication systems
(Duluth, GA)
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September 16, 2004
|
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Common stock
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0.7
|
|
|
|
101,500
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|
|
|
2,070,000
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Eastern Shore Ambulance, Inc.
|
|
Provides non-emergency and
emergency ambulatory services (Portsmouth, VA)
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|
July 20, 2006
|
|
Subordinated debt Warrants
|
|
|
6.0
|
|
|
|
946,881
55,268
|
|
|
|
946,881
55,268
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|
|
|
|
|
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Fire Sprinkler Systems
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|
Designs and installs sprinkler
systems for residential construction
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|
April 17, 2006
|
|
Subordinated debt
Common stock
|
|
|
2.5
|
|
|
|
2,690,484
250,000
|
|
|
|
2,690,484
250,000
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(Corona, CA)
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Flint Trading Inc.
|
|
Traffic safety markings
(Thomasville, NC)
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|
September 15, 2004;
February 28,
2006(6)
|
|
Subordinated debt
Preferred stock
|
|
|
4.7
|
|
|
|
3,765,639
308,333
|
|
|
|
3,765,639
558,333
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|
|
|
|
|
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|
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|
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|
|
Garden Fresh Restaurant Corp.
|
|
Casual dining restaurant chain
(San Diego, CA)
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|
December 22, 2005
|
|
Subordinated debt
LLC interests
|
|
|
0.9
|
|
|
|
3,000,000
500,000
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|
|
|
3,000,000
500,000
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|
|
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Gerli & Company
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|
Designs and manufactures high-end
|
|
February 27, 2006
|
|
Subordinated debt
Warrants
|
|
|
6.0
|
|
|
|
2,962,581
83,414
|
|
|
|
2,962,581
83,414
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|
|
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decorative fabrics
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(New York, NY)
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Ambient Air Corporation
|
|
Residential and commercial
HVACcontractor (Panama City, FL)
|
|
April 19, 2006
(7)
|
|
Subordinated debt
Warrants
|
|
|
7.6
|
|
|
|
3,868,394
142,361
|
|
|
|
3,868,394
142,361
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Library Systems & Services
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|
Provides outsourced library
management services
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|
March 31, 2006
|
|
Subordinated debt
Warrants
|
|
|
11.2
|
|
|
|
1,947,791
58,995
|
|
|
|
1,947,791
58,995
|
|
|
|
(Germantown, MD)
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|
|
|
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|
|
|
|
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|
|
Numo Manufacturing, Inc.
|
|
Manufactures and markets
promotional
|
|
December 16, 2005
|
|
Subordinated debt
Warrants
|
|
|
18.6
|
|
|
|
2,700,000
|
|
|
|
|
|
|
|
and gift products
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|
|
|
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(Kaufman, TX)
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|
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|
|
|
Affiliate Investments:
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|
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|
|
Axxiom Manufacturing, Inc.
|
|
Manufactures air blast equipment
(Fresno, TX)
|
|
January 13, 2006
|
|
Subordinated debt
Common stock
|
|
|
21.5
|
(10)
|
|
|
2,029,186
200,000
|
|
|
|
2,029,186
200,000
|
|
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|
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|
|
Genapure
Corporation (8)
|
|
Lab testing services
|
|
January 22, 2004;
|
|
Common stock
|
|
|
6.1
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
(Boca Raton, FL)
|
|
April 1,
2005(9)
|
|
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|
Porters Fabrications, LLC
|
|
Fabricated metal part supplier
(Bessemer City, NC)
|
|
July 1, 2005
|
|
Subordinated debt
LLC interests
Warrants
|
|
|
7.2
28.0
|
|
|
|
2,277,542
250,000
221,154
|
|
|
|
2,277,542
343,050
578,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Investments:
|
|
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|
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|
|
|
|
|
|
|
|
ARC Industries, LLC
|
|
Removal and disposal of industrial
liquid
|
|
November 9, 2005
|
|
Subordinated debt
LLC interests
|
|
|
30.0
|
|
|
|
2,396,803
175,000
|
|
|
|
2,396,803
175,000
|
|
|
|
waste (Charlotte, NC)
|
|
|
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|
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|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
$
|
46,706,257
|
|
|
$
|
46,903,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50
|
|
|
(1)
|
|
Includes common stock, preferred stock or LLC interests held
directly and any equity securities issuable upon exercise of
warrants. |
|
|
|
(2)
|
|
Includes amortized original issue discount and PIK interest,
where applicable, as of and through September 30, 2006. In
each case, PIK interest involves securities of the same type and
by the same issuer. |
|
|
|
(3)
|
|
On September 22, 2006, we invested an additional $250,000
in subordinated debt. |
|
|
|
(4)
|
|
Refers to the synthetic equity interest we have negotiated with
CV Holdings, LLC. The royalties are exercisable upon the
maturity of the loan, or other events as set forth in the
agreement, for 0.7% of the company value, calculated
as the greater of twelve month trailing EBITDA, twenty-four
month trailing EBITDA divided by two or fair market value of the
portfolio company as determined by its board, whichever is
greatest. |
|
|
|
(5)
|
|
The $3.2 million loan was prepaid on September 30,
2005 with a 4.0% prepayment penalty. We received an equity
gain and return of capital during the nine months ended
September 30, 2006. We still maintain an equity position in
the portfolio company. |
|
|
|
(6)
|
|
On February 28, 2006, we invested an additional $250,000 in
subordinated debt. |
|
|
|
(7)
|
|
On May 16, 2005, we invested in subordinated debt in the
form of two notes, and we received warrant rights in the same
transaction. On April 19, 2006, these two loans were
repaid, and two new notes totaling $8.0 million were issued
to us. We syndicated $4.0 million of this debt to two other
participants. |
|
|
|
(8)
|
|
The $3.5 million loan was prepaid on October 3, 2005
with a 4.0% prepayment penalty. We still maintain our equity
position in the portfolio company. |
|
|
|
(9)
|
|
On April 1, 2005, we invested an additional $250,000 in
common stock bringing our total equity investment to $500,000. |
|
|
|
(10)
|
|
Does not include a warrant to purchase 1,000 shares of
Axxioms common stock with an exercise price of
$5.00 per share, held by the Existing Fund upon completion
of the formation transactions. |
Recent
Developments
On October 4, 2006, we closed a $1.5 million
subordinated debt investment in Bruce Plastics, Inc., a plastic
injection molding company based in Pittsburgh, Pennsylvania.
Under the loan, the portfolio company will pay 14.0% current
interest per annum and has the option to increase its debt by
$1.0 million under specific circumstances. We also received
a warrant to purchase up to 12.0% of the companys common
stock.
On November 3, 2006, the Existing Fund increased its investment
in AirServ Corporation by investing an additional $225,000 in
subordinated debt, increasing its total investment to $4.2
million.
On November 3, 2006, the Existing Fund purchased $30,000 of
common stock in Eastern Shore Ambulance, Inc.
Description
of Portfolio Companies
Set forth below is a brief description of each of our portfolio
companies.
AirServ
Corporation
AirServ Corporation provides in-airport services to major
airlines and air transportation companies. Services include bus
transportation of airline employees from remote parking lots to
the terminal, baggage handling, skycap services, ticket
verification, cabin cleaning and wheelchair services.
Art
Headquarters, Inc.
Art Headquarters, Inc. is a supplier of custom frame
shop-quality, mid-priced framed art sold throughout the eastern
United States.
51
Assurance
Operations Corp.
Assurance Operations Corp. designs and fabricates custom racking
products for the automotive industry, and provides light to
medium duty stamping for a variety of industries.
CV
Holdings, LLC
CV Holdings, LLC designs, manufactures and markets customized,
high-performance polymer products.
DataPath,
Inc.
DataPath, Inc. is an integrator and provider of ground based
satellite communications systems for government and commercial
customers.
Eastern
Shore Acquisition Corp.
Eastern Shore Acquisition Corp. provides non-emergency,
inter-facility transport services on a pre-scheduled basis to
patients requiring medical care.
Fire
Sprinkler Systems
Fire Sprinkler Systems, Inc., designs and installs sprinkler
systems for residential applications throughout southern
California.
Flint
Acquisition (d/b/a Flint Trading)
Flint Trading and related entities serve the traffic
safety market with a focus on road markings, street graphics and
road warning markers.
Garden
Fresh Restaurant Corp.
Garden Fresh Restaurant Corp., located in San Diego,
California, is a casual dining restaurant chain focused on
serving fresh, wholesome meals in an upscale, self-service
format. The company operates approximately 100 restaurants in
15 states under the Sweet Tomatoes and Souplantation brand
names.
Gerli &
Company
Gerli & Company markets high-end decorative fabrics to
a diverse customer base focusing on interior design. The company
has dobby and jacquard manufacturing in Plains, Pennsylvania and
sources fabrics worldwide. It is best known for its color
direction and design aesthetic in the broad range of fabric
types offered.
Ambient
Air Corporation (f/k/a JR Hobbs Acquisition Corp.)
Ambient Air Corporation is a leading design/build contractor for
HVAC systems in the multi-family housing industry with an
emphasis on the Southeast.
Library
Systems & Services
Library Systems & Services is a provider of outsourced
library management services in the U.S., with customers
including federal libraries such as the Library of Congress and
the Smithsonian.
Numo
Manufacturing, Inc.
Numo Manufacturing, Inc. is a specialty advertising business
marketing unique promotional and gift products to customers in a
variety of industries.
52
Axxiom
Manufacturing, Inc.
Axxiom Manufacturing Inc., based in Fresno, Texas, is the
exclusive provider of Axxiom and Schmidt abrasive air blast
equipment.
Genapure
(QC Labs)
Genapure provides lab testing services for the environmental
engineering, food and pharmaceutical industries. Services
include groundwater monitoring, stream surveys, soil testing,
swimming pool testing, and dairy product testing.
Porters
Group, LLC (d/b/a Porters Fabrications)
Porters Group, LLC is a supplier of high-quality custom
fabricated metal parts to customers in the transportation,
industrial and commercial sectors.
ARC
Industries, LLC (d/b/a Haz-Mat)
ARC Industries, LLC provides environmental services through
removal and disposal services of industrial liquid wastes,
including waste water, sludges and waste oils, to industrial
customers generally within a
200-mile
radius of Charlotte, North Carolina.
Bruce
Plastics, Inc.
Bruce Plastics, Inc. is a supplier of both custom molded and
standard components to original equipment manufacturers in the
electronics and consumer end markets.
53
MANAGEMENT
Our business and affairs are managed under the direction of our
board of directors. Our board of directors elects our officers,
who serve at the discretion of the board of directors.
Day-to-day
management of our portfolio is the responsibility of our
investment committee. As a result, our investment committee must
approve the acquisition and disposition of all of our
investments.
Board of
Directors and Executive Officers
Upon consummation of this offering, our board of directors will
consist of seven members, four of whom are expected to be
classified under applicable Nasdaq listing standards as
independent directors. Pursuant to our amended and
restated articles of incorporation, each member of our board of
directors will serve a one year term, with each current director
serving until the 2008 annual meeting of stockholders and until
his respective successor is duly qualified and elected. Our
amended and restated articles of incorporation permit the board
of directors to elect directors to fill vacancies that are
created either through an increase in the number of directors or
due to the resignation, removal or death of any director.
Directors
Information regarding our board of directors is set forth below.
We have divided the directors into two groups
independent directors and interested directors. Interested
directors are interested persons of Triangle Capital
Corporation as defined in Section 2(a)(19) of the 1940 Act.
The address for each director is c/o Triangle Capital
Corporation 3600 Glenwood Avenue, Suite 104, Raleigh, North
Carolina, 27612.
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Expiration
|
|
|
|
|
Name
|
|
Age
|
|
|
Since
|
|
|
of Term
|
|
|
|
|
|
Interested
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
Expiration
|
Name
|
|
Age
|
|
Since
|
|
of Term
|
|
Garland S. Tucker, III
|
|
|
59
|
|
|
|
October 2006
|
|
|
|
|
|
Brent P. W. Burgess
|
|
|
40
|
|
|
|
October 2006
|
|
|
|
|
|
Steven C. Lilly
|
|
|
37
|
|
|
|
October 2006
|
|
|
|
|
|
Executive
Officers
The following persons serve as our executive officers in the
following capacities:
|
|
|
|
|
|
|
|
|
|
|
Position(s) Held
|
Name
|
|
Age
|
|
with the Company
|
|
Garland S. Tucker, III
|
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|
59
|
|
|
Chairman of the Board, Chief
Executive Officer and
President
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Brent P.W. Burgess
|
|
|
40
|
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|
Director and Chief Investment
Officer
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Steven C. Lilly
|
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|
37
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|
Director, Chief Financial Officer,
Secretary and Treasurer
|
Tarlton H. Long
|
|
|
56
|
|
|
Managing Director
|
David F. Parker
|
|
|
60
|
|
|
Managing Director
|
In addition to the positions described above, each of our
executive officers is a member of our investment committee. The
address for each executive officer is c/o Triangle Capital
Corporation 3600 Glenwood Avenue, Suite 104, Raleigh, North
Carolina, 27612.
54
Biographical
Information
Independent
Directors
Interested
Directors
Garland S. Tucker, III. Mr. Tucker
serves as Chairman of our board of directors, Chief Executive
Officer, President and is a member of our investment committee.
Prior to co-founding Triangle Capital Partners, LLC in 2000,
Mr. Tucker and an outside investor group sold First
Travelcorp, a corporate travel services company that he and the
investors founded in 1991. For the two years preceding the
founding of First Travelcorp, Mr. Tucker served as Group
Vice President, Chemical Bank, New York, with responsibility for
southeastern corporate finance. Prior to Chemical Bank,
Mr. Tucker spent a decade with Carolina Securities
Corporation, serving as President and Chief Executive Officer
until 1988. During his tenure Carolina Securities Corporation
was a member of the New York Stock Exchange, and Mr. Tucker
served a term as President of the Mid-Atlantic Securities
Industry Association. Mr. Tucker entered the securities
business in 1975 with Investment Corporation of Virginia. He is
a graduate of Washington & Lee University and Harvard
Business School.
Brent P. W. Burgess. Mr. Burgess serves
as our Chief Investment Officer and is a member of our board of
directors and our investment committee. He is currently on the
board of governors of the National Association of SBICs and is a
past president of the Southern Regional Association of SBICs.
Prior to joining Triangle Capital Partners, LLC, he was Vice
President of an SBIC mezzanine fund known as Oberlin Capital. He
began his private equity career in 1996 with Cherokee
International Management, Raleigh, North Carolina, where he
worked as an analyst and associate. He is a graduate of the
University of Regina and Regent College, Vancouver.
Steven C. Lilly. Mr. Lilly serves as our
Chief Financial Officer, Secretary, Treasurer and is a member of
our board of directors and our investment committee. Prior to
joining Triangle Capital Partners in December, 2005,
Mr. Lilly spent six and a half years with SpectraSite,
Inc., which prior to its sale in August, 2005, was the third
largest independent wireless tower company in the United States.
At SpectraSite, Mr. Lilly served as Senior Vice
President-Finance & Treasurer and Interim Chief
Financial Officer. On November 15, 2002, SpectraSite
Holdings, Inc., a predecessor company, filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the Eastern District
of North Carolina, Raleigh Division to implement a
pre-negotiated financial restructuring pursuant to the
companys Plan of Reorganization, which was confirmed by
the Bankruptcy Court on January 28, 2003. Prior to
SpectraSite, Mr. Lilly was Vice President of the
Media & Communications Group with First Union Capital
Markets (now Wachovia Securities), specializing in arranging
financings for high growth, financial sponsor driven companies
across the media and telecommunications sector. Mr. Lilly
is a graduate of Davidson College and has completed the
executive education program at the University of North
Carolinas Kenan-Flagler School of Business.
Executive
Officers Who Are Not Directors
Tarlton H. Long. Mr. Long is a managing
director and member of our investment committee. From 1990 to
2000, prior to co-founding Triangle Capital Partners, LLC, he
was with Banc of America Securities and its predecessor
organizations as they initiated development of a full service
investment banking platform. As a managing director with Banc of
America Securities, he established and headed the Industrial
Growth Group. From 1979 to 1990, he was with The First Boston
Corporation (now Credit Suisse) becoming a Director in the
Corporate Finance Department. He began his career in finance in
1976 with White Weld & Co., New York. He is a graduate
of the University of North Carolina at Chapel Hill and New York
University.
David F. Parker. Mr. Parker is a managing
director and member of our investment committee. Prior to
joining Triangle, Mr. Parker was a partner in Crimson
Capital Company, a Greensboro, North Carolina private investment
banking firm that specialized in management buyouts of middle
market companies in a variety of
55
industries. Before joining Crimson, he was Vice-President and
Treasurer at Marion Laboratories, Inc., a Fortune 500
pharmaceutical company, where he was responsible for
Marions public and private financings, venture capital
investments, divestitures, and investor communications. Before
working at Marion Laboratories, he worked six years as
Vice-President and Director of Private Placements at J. Henry
Schroder Corp, a position that followed three years at Kidder,
Peabody & Co., on its private placement desk.
Mr. Parker began his career in 1971 at Shearson,
Hammill & Co. in New York. He is a graduate of North
Carolina State University and Harvard Business School.
Committees
of the Board of Directors
Our board of directors has the following committees:
Audit
Committee
The audit committee is responsible for selecting our independent
accountants, reviewing the plans, scope and results of the audit
engagement with our independent accountants, approving
professional services provided by our independent accountants,
reviewing the independence of our independent accountants and
reviewing the adequacy of our internal accounting controls. In
addition, the audit committee is responsible for reviewing and
approving for submission to our board of directors, in good
faith, the fair value of debt and equity securities that are not
publicly traded or for which current market values are not
readily available. The members of the audit committee
are ,
and ,
each of whom is independent for purposes of the 1940 Act and the
Nasdaq Global Market corporate governance listing
standards.
serves as the chairman of the audit committee. Our board of
directors has determined
that
is an audit committee financial expert as defined
under SEC rules.
Compensation
Committee
The compensation committee determines the compensation for our
executive officers and the amount of salary and bonus to be
included in the compensation package for each of our executive
officers. The members of the compensation committee are
Messrs. ,
and ,
each of whom is independent for purposes of the 1940 Act and the
Nasdaq Global Market corporate governance listing
standards.
serves as the chairman of the compensation committee.
Nominating
and Corporate Governance Committee
The nominating and corporate governance committee is responsible
for identifying, researching and nominating directors for
election by our stockholders, selecting nominees to fill
vacancies on our board of directors or a committee of the board,
developing and recommending to the board of directors a set of
corporate governance principles and overseeing the evaluation of
the board of directors and our management. The nominating and
corporate governance committee considers nominees properly
recommended by our stockholders. The members of the nominating
and corporate governance committee
are ,
and ,
each of whom is independent for purposes of the 1940 Act and the
Nasdaq Global Market corporate governance listing
standards.
serves as the chairman of the nominating and corporate
governance committee.
Compensation
of Directors and Officers
Director
Compensation
Each of our directors who is not one of our employees or an
employee of our subsidiaries will receive an annual fee of
$ for services as a director,
payable quarterly. Independent directors will receive a fee of
$ for each board meeting attended
in person and $ for each board
meeting attended by conference telephone or similar
communications equipment. Independent directors will receive a
fee of $ for each committee
meeting attended, except that committee chairmen will receive an
additional $ for attendance at
each meeting of the committee for which they serve as chair. We
will reimburse our independent directors
56
for all reasonable expenses incurred in connection with their
service on the board. Directors who are also our employees or
employees of our subsidiaries will not receive compensation for
their services as directors.
Executive
Officer Compensation
The following table sets forth information regarding the
compensation paid to our executive officers for the year ended
December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
Name and Principal Position
|
|
Salary ($)
|
|
Bonus ($)
|
|
Compensation ($)
|
|
Total ($)
|
|
Garland S. Tucker, III
|
|
120,000
|
|
192,000
|
|
|
|
312,000
|
Brent P. W. Burgess
|
|
120,000
|
|
120,000
|
|
|
|
240,000
|
Steven C.
Lilly(1)
|
|
14,166
|
|
|
|
|
|
14,166
|
Tarlton H. Long
|
|
120,000
|
|
234,000
|
|
|
|
354,000
|
David F. Parker
|
|
120,000
|
|
150,000
|
|
|
|
270,000
|
|
|
|
(1)
|
|
Mr. Lilly commenced employment on December 1, 2005. |
Employment
Agreements
At the time of the offering, we will enter into employment
agreements with Messrs. Tucker, Burgess, and Lilly that
provide for a two year term. The initial base salary under the
employment agreements for Messrs. Tucker, Burgess, and
Lilly will be $265,000, $240,000, and $240,000, respectively. At
the time of the offering, we will enter into employment
agreements with Messrs. Long and Parker that provide for a
one year term. The initial base salary under the employment
agreements for Messrs. Long and Parker will be $200,000.
Our board of directors will have the right to increase the base
salary of each of our executive officers during the term of the
employment agreements and also to decrease it if certain
conditions are satisfied.
In addition, each executive officer will be entitled to receive
an annual bonus of up to a maximum of 100.0% of the executive
officers then current base salary for achieving certain
performance objectives. The compensation committee of the board
of directors will establish such performance objectives, as well
as the bonus awarded to each executive officer, annually.
Compensation
Plans
Equity
Incentive Plan
Our board of directors and current stockholders have approved
our Equity Incentive Plan, to be effective upon consummation of
this offering, for the purpose of attracting and retaining the
services of executive officers, directors and other key
employees. Under our Equity Incentive Plan, our compensation
committee may award stock options, restricted stock, or other
stock-based incentive awards to our executive officers,
employees and directors.
Our compensation committee will administer the Equity Incentive
Plan and has the authority, subject to the provisions of the
Equity Incentive Plan, to determine who will receive awards
under the Equity Incentive Plan and the terms of such awards.
Our compensation committee will be required to adjust the number
of shares available for awards, the number of shares subject to
outstanding awards and the exercise price for awards following
the occurrence of certain specified events such as stock splits,
dividends, distributions and recapitalizations.
Upon specified covered transactions (as defined in the Equity
Incentive Plan), all outstanding awards under the Equity
Incentive Plan may either be assumed or substituted for by the
surviving entity. If the surviving entity does not assume or
substitute similar awards, the awards held by the participants
will be accelerated in full and then terminated to the extent
not exercised prior to the covered transaction.
Awards under the Equity Incentive Plan will be granted to our
executive officers and other employees as determined by our
compensation committee at the time of each issuance.
57
Under current SEC rules and regulations applicable to BDCs, a
BDC may not grant options to directors who are not officers or
employees of the BDC. In connection with this offering, we
expect to apply for exemptive relief from the SEC to permit us
to grant options to purchase shares of our common stock to our
independent directors as a portion of their compensation for
service on our board of directors. Similarly, under the 1940
Act, BDCs cannot issue stock for services. In connection with
this offering, we expect to apply for exemptive relief from the
SEC to permit us to grant restricted stock or other non-option
stock-based compensation in exchange for or in recognition of
services. We cannot provide any assurance that we will receive
the exemptive relief from the SEC in either case.
401(k)
Plan
We intend to maintain a 401(k) plan in which all full-time
employees who are at least 21 years of age and have
3 months of service will be eligible to participate.
Eligible employees will have the opportunity to contribute their
compensation on a pretax salary basis into the 401(k) plan up to
$15,500 annually for the 2007 plan year, and to direct the
investment of these contributions. Plan participants who reach
the age of 50 prior to or during the 2007 plan year will be
eligible to defer an additional $5,000 during 2007.
58
CERTAIN
RELATIONSHIPS AND TRANSACTIONS
Effective concurrently with the closing of the offering,
Triangle Mezzanine LLC, the general partner of the Existing
Fund, will merge into a wholly owned subsidiary of Triangle
Capital Corporation. A substantial majority of the ownership
interests of Triangle Mezzanine LLC are owned by
Messrs. Tucker, Burgess, Lilly, Long and Parker. As a
result of such merger, Messrs. Tucker, Burgess, Lilly, Long
and Parker will collectively receive shares of our common stock
valued at approximately $6.7 million.
Certain members of our management (Garland S. Tucker, III,
Tarlton H. Long and David F. Parker) collectively own
approximately 67% of Triangle Capital Partners, LLC. Prior to
the closing of this offering, Triangle Capital Partners, LLC
provided management and advisory services to the Existing Fund
pursuant to a management services agreement dated as of
February 3, 2003. Under the terms of this management
services agreement, Triangle Capital Partners, LLC received
$1.6 million in management fees from the Existing Fund
during each of the fiscal years ended December 31, 2005 and
December 31, 2004. This agreement will terminate upon the
closing of this offering.
For additional information regarding the amount of common stock
that will be owned by members of management upon the closing of
this offering, see Control Persons and Principal
Stockholders.
59
CONTROL
PERSONS AND PRINCIPAL STOCKHOLDERS
After this offering, no person will be deemed to control us, as
such term is defined in the 1940 Act. The following table sets
forth on a pro forma, as adjusted basis, as of the time of
completion of the offering and consummation of the formation
transactions described elsewhere in this prospectus, information
with respect to the beneficial ownership of our common stock by:
|
|
|
|
|
each person known to us to beneficially own more than 5.0% of
the outstanding shares of our common stock;
|
|
|
|
each of our directors and each executive officers; and
|
|
|
|
all of our directors and executive officers as a group.
|
Beneficial ownership is determined in accordance with the rules
of the SEC and includes voting or investment power with respect
to the securities. There is no common stock subject to options
or warrants that are currently exercisable or exercisable within
60 days of the offering. Percentage of beneficial ownership
is based on 5,446,667 shares of common stock outstanding at
the time of the offering and expected consummation of the
formation transactions.
|
|
|
|
|
|
|
Shares of Common Stock Beneficially Owned
|
|
|
Number
|
|
Percentage of Class
|
Name
|
|
of Shares
|
|
Before Offering
|
|
Executive Officers:
|
|
|
|
|
Garland S. Tucker, III
|
|
|
|
|
Brent P. W. Burgess
|
|
|
|
|
Steven C. Lilly
|
|
|
|
|
Tarlton H. Long
|
|
|
|
|
David F. Parker
|
|
|
|
|
Independent
Directors:
|
|
|
|
|
All Directors and Officers as a
Group (9 persons)
|
|
|
|
|
The following table sets forth, as of the date of the completion
of this offering, the dollar range of our equity securities that
is expected to be beneficially owned by each of our directors.
|
|
|
|
|
|
|
Dollar Range of Equity Securities
|
|
|
|
Beneficially
Owned(1)(2)(3)
|
|
|
Interested Directors
|
|
|
|
|
Garland S. Tucker, III
|
|
|
|
|
Brent P. W. Burgess
|
|
|
|
|
Steven C. Lilly
|
|
|
|
|
Independent
Directors
|
|
|
|
|
|
|
|
(1)
|
|
Beneficial ownership has been determined in accordance with
Rule 16a-1(a)(2)
of the Exchange Act. |
|
|
|
(2)
|
|
The dollar range of equities securities beneficially owned by
our directors is based on a public offering price of $15.00 per
share. |
|
|
|
(3)
|
|
The dollar range of equity securities beneficially owned are:
none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over
$100,000. |
60
DIVIDEND
REINVESTMENT PLAN
We have adopted a dividend reinvestment plan that provides for
reinvestment of our distributions on behalf of our stockholders,
unless a stockholder elects to receive cash as provided below.
As a result, if our board of directors authorizes, and we
declare, a cash dividend, then our stockholders who have not
opted out of our dividend reinvestment plan will
have their cash dividends automatically reinvested in additional
shares of our common stock, rather than receiving the cash
dividends.
No action will be required on the part of a registered
stockholder to have their cash dividend reinvested in shares of
our common stock. A registered stockholder may elect to receive
an entire dividend in cash by
notifying ,
the plan administrator and our transfer agent and registrar, in
writing so that such notice is received by the plan
administrator no later than the record date for dividends to
stockholders. The plan administrator will set up an account for
shares acquired through the plan for each stockholder who has
not elected to receive dividends in cash and hold such shares in
non-certificated form. Upon request by a stockholder
participating in the plan, received in writing not less than
10 days prior to the record date, the plan administrator
will, instead of crediting shares to the participants
account, issue a certificate registered in the
participants name for the number of whole shares of our
common stock and a check for any fractional share. Those
stockholders whose shares are held by a broker or other
financial intermediary may receive dividends in cash by
notifying their broker or other financial intermediary of their
election.
We intend to use primarily newly issued shares to implement the
plan, so long as our shares are trading at or above net asset
value. If our shares are trading below net asset value, we
intend to purchase shares in the open market in connection with
our implementation of the plan. The number of shares to be
issued to a stockholder is determined by dividing the total
dollar amount of the dividend payable to such stockholder by the
market price per share of our common stock at the close of
regular trading on the Nasdaq Global Market on the dividend
payment date. Market price per share on that date will be the
closing price for such shares on the Nasdaq Global Market or, if
no sale is reported for such day, at the average of their
reported bid and asked prices. The number of shares of our
common stock to be outstanding after giving effect to payment of
the dividend cannot be established until the value per share at
which additional shares will be issued has been determined and
elections of our stockholders have been tabulated.
There will be no brokerage charges or other charges to
stockholders who participate in the plan. We will pay the plan
administrators fees under the plan. If a participant
elects by written notice to the plan administrator to have the
plan administrator sell part or all of the shares held by the
plan administrator in the participants account and remit
the proceeds to the participant, the plan administrator is
authorized to deduct a $
transaction fee plus a $ per share
brokerage commissions from the proceeds.
Stockholders who receive dividends in the form of stock
generally are subject to the same federal, state and local tax
consequences as are stockholders who elect to receive their
dividends in cash. A stockholders basis for determining
gain or loss upon the sale of stock received in a dividend from
us will be equal to the total dollar amount of the dividend
payable to the stockholder. Any stock received in a dividend
will have a holding period for tax purposes commencing on the
day following the day on which the shares are credited to the
U.S. stockholders account.
Participants may terminate their accounts under the plan by
notifying the plan administrator via its website
at ,
by filling out the transaction request form located at the
bottom of their statement and sending it to the plan
administrator
at
or by calling the plan administrators
at .
We may terminate the plan upon notice in writing mailed to each
participant at least 30 days prior to any record date for
the payment of any dividend by us. All correspondence concerning
the plan should be directed to the plan administrator by mail
at
or by telephone
at .
61
DESCRIPTION
OF CAPITAL STOCK
The following description is based on relevant portions of
the Maryland General Corporation Law and on our articles of
incorporation and bylaws. This summary may not contain all of
the information that is important to you, and we refer you to
the Maryland General Corporation Law and our articles of
incorporation and bylaws for a more detailed description of the
provisions summarized below.
Capital
Stock
Under the terms of our articles of incorporation, as amended and
restated immediately prior to the completion of this offering,
our authorized capital stock will consist of
150,000,000 shares of common stock, par value
$0.001 per share, of which immediately after this offering
and completion of the formation transactions
5,446,667 shares will be outstanding. Under our articles of
incorporation, our board of directors is authorized to classify
and reclassify any unissued shares of stock into other classes
or series of stock, and to cause the issuance of such shares,
without obtaining stockholder approval. In addition, as
permitted by the Maryland General Corporation Law, but subject
to the 1940 Act, our articles of incorporation provides that the
board of directors, without any action by our stockholders, may
amend the articles of incorporation from time to time to
increase or decrease the aggregate number of shares of stock or
the number of shares of stock of any class or series that we
have authority to issue. Under Maryland law, our stockholders
generally are not personally liable for our debts or obligations.
Common
Stock
All shares of our common stock have equal rights as to earnings,
assets, dividends and voting privileges, except as described
below, and, when they are issued, will be duly authorized,
validly issued, fully paid and nonassessable. Distributions may
be paid to the holders of our common stock if, as and when
authorized by our board of directors and declared by us out of
assets legally available therefor. Shares of our common stock
have no conversion, exchange, preemptive or redemption rights.
In the event of a liquidation, dissolution or winding up of the
Company, each share of our common stock would be entitled to
share ratably in all of our assets that are legally available
for distribution after we pay all debts and other liabilities
and subject to any preferential rights of holders of our
preferred stock, if any preferred stock is outstanding at such
time. Each share of our common stock is entitled to one vote on
all matters submitted to a vote of stockholders, including the
election of directors. Except as provided with respect to any
other class or series of stock, the holders of our common stock
will possess exclusive voting power. There is no cumulative
voting in the election of directors, which means that holders of
a majority of the outstanding shares of common stock will elect
all of our directors, and holders of less than a majority of
such shares will be unable to elect any director.
Preferred
Stock
Our articles of incorporation authorize our board of directors
to classify and reclassify any unissued shares of stock into
other classes or series of stock, including preferred stock.
Prior to issuance of shares of each class or series, the board
of directors is required by Maryland law and by our articles of
incorporation to set the terms, preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends
or other distributions, qualifications and terms or conditions
of redemption for each class or series. Thus, the board of
directors could authorize the issuance of shares of preferred
stock with terms and conditions which could have the effect of
delaying, deferring or preventing a transaction or a change in
control that might involve a premium price for holders of our
common stock or otherwise be in their best interest. You should
note, however, that any issuance of preferred stock must comply
with the requirements of the 1940 Act. The 1940 Act requires,
among other things, that (1) immediately after issuance and
before any dividend or other distribution is made with respect
to our common stock and before any purchase of common stock is
made, such preferred stock together with all other senior
securities must not exceed an amount equal to 50.0% of our total
assets after deducting the amount of such dividend, distribution
or purchase price, as the case may be, and (2) the holders
of shares of preferred stock, if any are issued, must be
entitled as a class to elect two directors at all times and to
elect a majority of the directors if dividends on such preferred
stock are in arrears by two years or more. Certain matters under
the 1940 Act require the separate vote of the holders of any
62
issued and outstanding preferred stock. We believe that the
availability for issuance of preferred stock will provide us
with increased flexibility in structuring future financings and
acquisitions.
Limitation
on Liability of Directors and Officers; Indemnification and
Advance of Expenses
Maryland law permits a Maryland corporation to include in its
articles of incorporation 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 articles of incorporation contain 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 articles of incorporation authorize 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 which such person may
become subject or which such person may incur by reason of his
or her service in any such capacity.
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 provide that, to the maximum
extent permitted by Maryland law, with the approval of our board
of directors and provided that certain conditions described in
our bylaws are met, we may pay certain expenses incurred by any
such indemnified person in advance of the final disposition of a
proceeding upon receipt of an undertaking by or on behalf of
such indemnified person to repay amounts we have so paid if it
is ultimately determined that indemnification of such expenses
is not authorized under our bylaws.
Maryland law requires a corporation (unless its articles of
incorporation provide otherwise, which our articles of
incorporation do 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.
We expect to purchase a directors and officers
insurance policy covering our directors and officers and us for
any acts and omissions committed, attempted or allegedly
committed by any director or officer during the policy period.
The policy is subject to customary exclusions.
63
Provisions
Of The Maryland General Corporation Law And Our Articles Of
Incorporation And Bylaws
The Maryland General Corporation Law and our articles of
incorporation and bylaws contain provisions that could make it
more difficult for a potential acquiror to acquire us by means
of a tender offer, proxy contest or otherwise. These provisions
are expected to discourage certain coercive takeover practices
and inadequate takeover bids and to encourage persons seeking to
acquire control of us to negotiate first with our board of
directors. We believe that the benefits of these provisions
outweigh the potential disadvantages of discouraging any such
acquisition proposals because, among other things, the
negotiation of such proposals may improve their terms.
Director
Terms; Election of Directors
Our articles of incorporation provide that the term of each
director is one year unless and until the board of directors,
acting by authority provided under Section 3-802 of the
Maryland General Corporation Law, establishes staggered terms in
the manner provided in Section 3-803 of the Maryland
General Corporation Law. Our bylaws currently provide that
directors are elected by a plurality of the votes cast in the
election of directors. Pursuant to our articles of incorporation
and bylaws, our board of directors may amend the bylaws to alter
the vote required to elect directors.
Number
of Directors; Vacancies; Removal
Our articles of incorporation provide that the number of
directors will be set only by the board of directors in
accordance with our bylaws. Our bylaws provide that a majority
of our entire board of directors may at any time increase or
decrease the number of directors. However, unless the bylaws are
amended, the number of directors may never be less than one nor
more than 12. We have elected to be subject to the provision of
Subtitle 8 of Title 3 of the Maryland General
Corporation Law regarding the filling of vacancies on the board
of directors. Accordingly, at such time, except as may be
provided by the board of directors in setting the terms of any
class or series of preferred stock, any and all vacancies on the
board of directors may be filled only by the affirmative vote of
a majority of the remaining directors in office, even if the
remaining directors do not constitute a quorum, and any director
elected to fill a vacancy shall serve for the remainder of the
full term of the directorship in which the vacancy occurred and
until a successor is elected and qualifies, subject to any
applicable requirements of the 1940 Act. Our articles of
incorporation provide that a director may be removed only for
cause, as defined in the articles of incorporation, and then
only by the affirmative vote of at least two-thirds of the votes
entitled to be cast in the election of directors.
Action
by Stockholders
Under the Maryland General Corporation Law, stockholder action
may be taken only at an annual or special meeting of
stockholders or by unanimous consent in lieu of a meeting
(unless the articles of incorporation provide for stockholder
action by less than unanimous written consent, which our
articles of incorporation permit only with respect to actions
recommended by the board of directors). These provisions,
combined with the requirements of our bylaws regarding the
calling of a stockholder-requested special meeting of
stockholders discussed below, may have the effect of delaying
consideration of a stockholder proposal until the next annual
meeting.
Advance
Notice Provisions for Stockholder Nominations and Stockholder
Proposals
Our bylaws provide that with respect to an annual meeting of
stockholders, nominations of persons for election to the board
of directors and the proposal of business to be considered by
stockholders may be made only (1) pursuant to our notice of
the meeting, (2) by the board of directors or (3) by a
stockholder who is entitled to vote at the meeting and who has
complied with the advance notice procedures of the bylaws. With
respect to special meetings of stockholders, only the business
specified in our notice of the meeting may be brought before the
meeting. Nominations of persons for election to the board of
directors at a special meeting may be made only
(1) pursuant to our notice of the meeting, (2) by the
board of directors or (3) provided that
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the board of directors has determined that directors will be
elected at the meeting, by a stockholder who is entitled to vote
at the meeting and who has complied with the advance notice
provisions of the bylaws.
The purpose of requiring stockholders to give us advance notice
of nominations and other business is to afford our board of
directors a meaningful opportunity to consider the
qualifications of the proposed nominees and the advisability of
any other proposed business and, to the extent deemed necessary
or desirable by our board of directors, to inform stockholders
and make recommendations about such qualifications or business,
as well as to provide a more orderly procedure for conducting
meetings of stockholders. Although our bylaws do not give our
board of directors any power to disapprove stockholder
nominations for the election of directors or proposals
recommending certain action, they may have the effect of
precluding a contest for the election of directors or the
consideration of stockholder proposals if proper procedures are
not followed and of discouraging or deterring a third party from
conducting a solicitation of proxies to elect its own slate of
directors or to approve its own proposal without regard to
whether consideration of such nominees or proposals might be
harmful or beneficial to us and our stockholders.
Calling
of Special Meeting of Stockholders
Our bylaws provide that special meetings of stockholders may be
called by our board of directors and certain of our officers.
Additionally, our bylaws provide that, subject to the
satisfaction of certain procedural and informational
requirements by the stockholders requesting the meeting, a
special meeting of stockholders shall be called by our secretary
upon the written request of stockholders entitled to cast not
less than a majority of all of the votes entitled to be cast at
such meeting.
Approval
of Extraordinary Corporate Action; Amendment of Articles of
Incorporation and Bylaws
Under Maryland law, a Maryland corporation generally cannot
dissolve, amend its articles of incorporation, merge, sell all
or substantially all of its assets, engage in a share exchange
or engage in similar transactions outside the ordinary course of
business, unless approved by the affirmative vote of
stockholders entitled to cast at least two-thirds of the votes
entitled to be cast on the matter. However, a Maryland
corporation may provide in its articles of incorporation for
approval of these matters by a lesser percentage, but not less
than a majority of all of the votes entitled to be cast on the
matter. Our articles of incorporation generally provide for
approval of amendments to our articles of incorporation and
extraordinary transactions by the stockholders entitled to cast
at least a majority of the votes entitled to be cast on the
matter. Our articles of incorporation also provide that certain
amendments and any proposal for our conversion, whether by
merger or otherwise, from a closed-end company to an open-end
company or any proposal for our liquidation or dissolution
requires the approval of the stockholders entitled to cast at
least 75.0% of the votes entitled to be cast on such matter.
However, if such amendment or proposal is approved by at least
75.0% of our continuing directors (in addition to approval by
our board of directors), such amendment or proposal may be
approved by the stockholders entitled to cast a majority of the
votes entitled to be cast on such a matter. The continuing
directors are defined in our articles of incorporation as
our current directors, as well as those directors whose
nomination for election by the stockholders or whose election by
the directors to fill vacancies is approved by a majority of the
continuing directors then on the board of directors.
Our articles of incorporation and bylaws provide that the board
of directors will have the exclusive power to make, alter, amend
or repeal any provision of our bylaws.
No
Appraisal Rights
Except with respect to appraisal rights arising in connection
with the Maryland Control Share Acquisition Act, or Control
Share Act, discussed below, as permitted by the Maryland General
Corporation Law, our articles of incorporation provide that
stockholders will not be entitled to exercise appraisal rights,
unless the board of directors, upon the affirmative vote of a
majority of the board of directors, shall determine that such
rights apply, with respect to all or any class or series of
stock, to one or more transactions occurring after the date of
determination in connection with which holders of such shares
would otherwise be entitled to exercise such rights.
65
Control
Share Acquisitions
The Control Share Act provides that control shares of a Maryland
corporation acquired in a control share acquisition have no
voting rights except to the extent approved by a vote of
two-thirds of the votes entitled to be cast on the matter.
Shares owned by the acquiror, by officers or by employees who
are directors of the corporation are excluded from shares
entitled to vote on the matter. Control shares are voting shares
of stock which, if aggregated with all other shares of stock
owned by the acquiror or in respect of which the acquiror is
able to exercise or direct the exercise of voting power (except
solely by virtue of a revocable proxy), would entitle the
acquiror to exercise voting power in electing directors within
one of the following ranges of voting power:
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one-tenth or more but less than one-third;
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one-third or more but less than a majority; or
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a majority or more of all voting power.
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The requisite stockholder approval must be obtained each time an
acquiror crosses one of the thresholds of voting power set forth
above. Control shares do not include shares the acquiring person
is then entitled to vote as a result of having previously
obtained stockholder approval. A control share acquisition means
the acquisition of control shares, subject to certain exceptions.
A person who has made or proposes to make a control share
acquisition may compel the board of directors of the corporation
to call a special meeting of stockholders to be held within
50 days of demand to consider the voting rights of the
shares. The right to compel the calling of a special meeting is
subject to the satisfaction of certain conditions, including an
undertaking to pay the expenses of the meeting. If no request
for a meeting is made, the corporation may itself present the
question at any stockholders meeting.
If voting rights are not approved at the meeting or if the
acquiring person does not deliver an acquiring person statement
as required by the statute, then the corporation may repurchase
for fair value any or all of the control shares, except those
for which voting rights have previously been approved. The right
of the corporation to repurchase control shares is subject to
certain conditions and limitations. Fair value is determined,
without regard to the absence of voting rights for the control
shares, as of the date of the last control share acquisition by
the acquiror or of any meeting of stockholders at which the
voting rights of the shares are considered and not approved. If
voting rights for control shares are approved at a stockholders
meeting and the acquiror becomes entitled to vote a majority of
the shares entitled to vote, all other stockholders may exercise
appraisal rights. The fair value of the shares as determined for
purposes of appraisal rights may not be less than the highest
price per share paid by the acquiror in the control share
acquisition.
The Control Share Act does not apply (a) to shares acquired
in a merger, consolidation or share exchange if the corporation
is a party to the transaction or (b) to acquisitions
approved or exempted by the articles of incorporation or bylaws
of the corporation. Moreover, it does not apply to a
corporation, such as us, registered under the 1940 Act as a
closed-end investment company unless the board of directors
adopts a resolution that the corporation will be subject to the
Control Share Act. Our board of directors has not adopted and
does not presently intend to adopt, such a resolution.
Business
Combinations
Under the Maryland Business Combination Act, or the Business
Combination Act, business combinations between a
Maryland corporation and an interested stockholder or an
affiliate of an interested stockholder are prohibited for five
years after the most recent date on which the interested
stockholder becomes an interested stockholder. These business
combinations include a merger, consolidation, share exchange or,
in circumstances specified in the statute, an asset transfer or
issuance or reclassification of equity securities. An interested
stockholder is defined as:
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any person who beneficially owns 10.0% or more of the voting
power of the corporations shares; or
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an affiliate or associate of the corporation who, at any time
within the two-year period prior to the date in question, was
the beneficial owner of 10.0% or more of the voting power of the
then outstanding voting stock of the corporation.
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A person is not an interested stockholder under this statute if
the board of directors approved in advance the transaction by
which such stockholder otherwise would have become an interested
stockholder. However, in approving a transaction, the board of
directors may provide that its approval is subject to
compliance, at or after the time of approval, with any terms and
conditions determined by the board.
After the
5-year
prohibition, any business combination between the Maryland
corporation and an interested stockholder generally must be
recommended by the board of directors of the corporation and
approved by the affirmative vote of at least:
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80.0% of the votes entitled to be cast by holders of outstanding
shares of voting stock of the corporation; and
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two-thirds of the votes entitled to be cast by holders of voting
stock of the corporation other than shares held by the
interested stockholder with whom or with whose affiliate the
business combination is to be effected or held by an affiliate
or associate of the interested stockholder.
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These super-majority vote requirements do not apply if the
corporations common stockholders receive a minimum price,
as defined under Maryland law, for their shares in the form of
cash or other consideration in the same form as previously paid
by the interested stockholder for its shares.
The statute permits various exemptions from its provisions,
including business combinations that are exempted by the board
of directors before the time that the interested stockholder
becomes an interested stockholder. Moreover, it does not apply
to a corporation, such as us, registered under the 1940 Act as a
closed-end investment company unless the board of directors
adopts a resolution that the corporation will be subject to the
Control Share Act.
Conflict
with 1940 Act
Our bylaws provide that, if and to the extent that any provision
of the Maryland General Corporation Law, or any provision of our
articles of incorporation or bylaws conflicts with any provision
of the 1940 Act, the applicable provision of the 1940 Act will
control.
67
SHARES ELIGIBLE
FOR FUTURE SALE
Upon the completion of this offering, we will have
5,446,667 shares of common stock outstanding, assuming no
exercise of the underwriters over-allotment option. The
3,500,000 shares of common stock (assuming no exercise of
the underwriters over-allotment option) sold in this
offering will be freely tradable without restriction or
limitation under the Securities Act, other than any such shares
purchased by our affiliates. Any shares purchased in this
offering by our affiliates will be subject to the public
information, manner of sale and volume limitations of
Rule 144 under the Securities Act. Our remaining
1,946,667 shares of common stock that will be outstanding
upon the completion of this offering (including all shares
issued in the formation transactions occurring concurrently with
the closing of this offering) will be restricted
securities under the meaning of Rule 144 promulgated
under the Securities Act and may not be sold in the absence of
registration under the Securities Act unless an exemption from
registration is available, including exemptions contained in
Rule 144. We have agreed with the limited partners of the
Existing Fund to use our reasonable best efforts following the
first anniversary of the offering to effect the registration of
the 1,416,667 shares of common stock to be received by them
upon completion of the formation transactions, unless our board
of directors decides such registration would be seriously
detrimental to us. In the event our board of directors elects to
defer such registration, we would effect such registration if
and when such registration would not be detrimental. Upon such
registration, all of the 1,416,667 shares of common stock
registered would be freely tradable.
In general, under Rule 144 as currently in effect, if one
year has elapsed since the date of acquisition of restricted
securities from us or any of our affiliates, the holder of such
restricted securities can sell such securities; provided that
the number of securities sold by such person within any
three-month period cannot exceed the greater of:
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1.0% of the total number of securities then outstanding, or
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the average weekly trading volume of our securities during the
four calendar weeks preceding the date on which notice of the
sale is filed with the SEC.
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Sales under Rule 144 also are subject to certain manner of
sale provisions, notice requirements and the availability of
current public information about us. If two years have elapsed
since the date of acquisition of restricted securities from us
or any of our affiliates and the holder is not one of our
affiliates at any time during the three months preceding the
proposed sale, such person can sell such securities in the
public market under Rule 144(k) without regard to the
volume limitations, manner of sale provisions, public
information requirements or notice requirements. No assurance
can be given as to (1) the likelihood that an active market
for our common stock will develop, (2) the liquidity of any
such market, (3) the ability of our stockholders to sell
our securities or (4) the prices that stockholders may
obtain for any of our securities. No prediction can be made as
to the effect, if any, that future sales of securities, or the
availability of securities for future sale, will have on the
market price prevailing from time to time. Sales of substantial
amounts of our securities, or the perception that such sales
could occur, may affect adversely prevailing market prices of
the common stock. See Risk Factors Risks
Relating to this Offering and Our Common Stock.
We and certain of our executive officers, directors and
employees will be subject to agreements with the underwriters
that restrict our and their ability to transfer shares of our
stock for a period of up to 1 year from the date of this
prospectus. After the
lock-up
agreements expire, an aggregate of 530,000 additional shares
will be eligible for sale in the public market in accordance
with Rule 144. These
lock-up
agreements provide that these persons will not, subject to
certain expectations, issue, sell, offer to sell, contract or
agree to sell, hypothecate, pledge, transfer, grant any option
to purchase, establish an open put equivalent position or
otherwise dispose of or agree to dispose of directly or
indirectly, any shares of our common stock, or any securities
convertible into or exercisable or exchangeable for any shares
of our common stock or any right to acquire shares of our common
stock owned by them, for a period specified in the agreement
without the prior written consent of Morgan Keegan &
Company, Inc.
68
MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a general summary of the material
U.S. federal income tax considerations applicable to us and
to an investment in our shares. This summary does not purport to
be a complete description of the income tax considerations
applicable to such an investment. For example, we have not
described tax consequences that may be relevant to certain types
of holders subject to special treatment under U.S. federal
income tax laws, including stockholders subject to the
alternative minimum tax, tax-exempt organizations, insurance
companies, dealers in securities, pension plans and trusts, and
financial institutions. This summary assumes that investors hold
our common stock as capital assets (within the meaning of the
Code. The discussion is based upon the Code, Treasury
regulations, and administrative and judicial interpretations,
each as of the date of this prospectus and all of which are
subject to change, possibly retroactively, which could affect
the continuing validity of this discussion. We have not sought
and will not seek any ruling from the Internal Revenue Service
regarding this offering. This summary does not discuss any
aspects of U.S. estate or gift tax or foreign, state or
local tax. It does not discuss the special treatment under
U.S. federal income tax laws that could result if we
invested in tax-exempt securities or certain other investment
assets.
A U.S. stockholder generally is a beneficial
owner of shares of our common stock who is for U.S. federal
income tax purposes:
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A citizen or individual resident of the United States;
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A corporation or other entity treated as a corporation, for
U.S. federal income tax purposes, created or organized in
or under the laws of the United States or any political
subdivision thereof;
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A trust if a court within the United States is asked to exercise
primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantive decisions of the trust; or
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A trust or an estate, the income of which is subject to
U.S. federal income taxation regardless of its source.
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A
Non-U.S. stockholder
is a beneficial owner of shares of our common stock that is not
a U.S. stockholder.
If a partnership (including an entity treated as a partnership
for U.S. federal income tax purposes) holds shares of our
common stock, the tax treatment of a partner in the partnership
will generally depend upon the status of the partner and the
activities of the partnership. A prospective stockholder that is
a partner of a partnership holding shares of our common stock
should consult his, her or its tax advisors with respect to the
purchase, ownership and disposition of shares of our common
stock.
Tax matters are very complicated and the tax consequences to an
investor of an investment in our shares will depend on the facts
of his, her or its particular situation. We encourage investors
to consult their own tax advisors regarding the specific
consequences of such an investment, including tax reporting
requirements, the applicability of federal, state, local and
foreign tax laws, eligibility for the benefits of any applicable
tax treaty and the effect of any possible changes in the tax
laws.
Election
to be Taxed as a RIC
As a business development company, we intend to elect to be
treated as a RIC under Subchapter M of the Code. As a RIC, we
generally will not have to pay corporate-level federal income
taxes on any income that we distribute to our stockholders as
dividends. To qualify as a RIC, we must, among other things,
meet certain
source-of-income
and asset diversification requirements (as described below). In
addition, in order to obtain RIC tax treatment, we must
distribute to our stockholders, for each taxable year, at least
90.0% of our investment company taxable income,
which is generally our net ordinary income plus the excess of
realized net short-term capital gains over realized net
long-term capital losses (the Annual Distribution
Requirement).
69
Taxation
as a Regulated Investment Company
If we:
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qualify as a RIC; and
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satisfy the Annual Distribution Requirement,
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then we will not be subject to federal income tax on the portion
of our income we distribute (or are deemed to distribute) to
stockholders (other than any built-in gain recognized between
January 1, 2006 and December 31, 2006). We will be
subject to U.S. federal income tax at the regular corporate
rates on any income or capital gains not distributed (or deemed
distributed) to our stockholders.
We will be subject to a 4.0% nondeductible federal excise tax on
certain undistributed income unless we distribute in a timely
manner an amount at least equal to the sum of (1) 98.0% of
our net ordinary income for each calendar year, (2) 98.0%
of our capital gain net income for the one-year period ending
October 31 in that calendar year and (3) any income
recognized, but not distributed, in preceding years. We
generally will endeavor in each taxable year to avoid any
U.S. federal excise tax on our earnings.
In order to qualify as a RIC for federal income tax purposes, we
must, among other things:
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continue to qualify as a business development company under the
1940 Act at all times during each taxable year;
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derive in each taxable year at least 90.0% of our gross income
from dividends, interest, payments with respect to certain
securities, loans, gains from the sale of stock or other
securities, or other income derived with respect to our business
of investing in such stock or securities (the 90.0% Income
Test); and
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diversify our holdings so that at the end of each quarter of the
taxable year:
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at least 50.0% of the value of our assets consists of cash, cash
equivalents, U.S. Government securities, securities of
other RICs, and other securities if such other securities of any
one issuer do not represent more than 5.0% of the value of our
assets or more than 10.0% of the outstanding voting securities
of the issuer; and
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no more than 25.0% of the value of our assets is invested in the
securities, other than U.S. government securities or
securities of other RICs, of one issuer or of two or more
issuers that are controlled, as determined under applicable
Internal Revenue Code rules, by us and that are engaged in the
same or similar or related trades or businesses (the
Diversification Tests).
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We may be required to recognize taxable income in 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 with
PIK interest or, in certain cases, increasing interest rates or
issued with warrants), we must include in income 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 income other amounts that we have not
yet received in cash, such as PIK interest and deferred loan
origination fees that are paid after origination of the loan or
are paid in non-cash compensation such as warrants or stock.
Because any original issue discount or other amounts accrued
will be included in our investment company taxable income for
the year of accrual, we may be required to make a distribution
to our stockholders in order to satisfy the Annual Distribution
Requirement, even though we will not have received any
corresponding cash amount.
Although we do not presently expect to do so, we are authorized
to borrow funds and to sell assets in order to satisfy
distribution requirements. However, under the 1940 Act, we are
not permitted to make distributions to our stockholders while
our debt obligations and other senior securities are outstanding
unless certain asset coverage tests are met. See
Regulation Senior Securities. Moreover,
our ability to dispose of assets to meet our distribution
requirements may be limited by (1) the illiquid nature of
our portfolio
and/or
(2) other requirements relating to our status as a RIC,
including the Diversification Tests. If we dispose of
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assets in order to meet the Annual Distribution Requirement or
the Excise Tax Avoidance Requirement, we may make such
dispositions at times that, from an investment standpoint, are
not advantageous.
The remainder of this discussion assumes that we qualify as a
RIC and have satisfied the Annual Distribution Requirement.
Taxation
of U.S. Stockholders
Distributions by us generally are taxable to
U.S. stockholders as ordinary income or capital gains.
Distributions of our investment company taxable
income (which is, generally, our net ordinary income plus
realized net short-term capital gains in excess of realized net
long-term capital losses) will be taxable as ordinary income to
U.S. stockholders to the extent of our current or
accumulated earnings and profits, whether paid in cash or
reinvested in additional common stock. To the extent such
distributions paid by us to non-corporate stockholders
(including individuals) are attributable to dividends from
U.S. corporations and certain qualified foreign
corporations, such distributions (Qualifying
Dividends) may be eligible for a maximum tax rate of
15.0%. In this regard, it is anticipated that distributions paid
by us will generally not be attributable to dividends and,
therefore, generally will not qualify for the 15.0% maximum rate
applicable to Qualifying Dividends. Distributions of our net
capital gains (which is generally our realized net long-term
capital gains in excess of realized net short-term capital
losses) properly designated by us as capital gain
dividends will be taxable to a U.S. stockholder as
long-term capital gains that are currently taxable at a maximum
rate of 15.0% in the case of individuals, trusts or estates,
regardless of the U.S. stockholders holding period
for his, her or its common stock and regardless of whether paid
in cash or reinvested in additional common stock. Distributions
in excess of our earnings and profits first will reduce a
U.S. stockholders adjusted tax basis in such
stockholders common stock and, after the adjusted basis is
reduced to zero, will constitute capital gains to such
U.S. stockholder.
We currently intend to retain some or all of our realized net
long-term capital gains in excess of realized net short-term
capital losses, but to designate the retained net capital gain
as a deemed distribution. In that case, among other
consequences, we will pay tax on the retained amount, each
U.S. stockholder will be required to include his, her or
its share of the deemed distribution in income as if it had been
actually distributed to the U.S. stockholder, and the
U.S. stockholder will be entitled to claim a credit equal
to his, her or its allocable share of the tax paid thereon by
us. Because we expect to pay tax on any retained capital gains
at our regular corporate tax rate, and because that rate is in
excess of the maximum rate currently payable by individuals on
long-term capital gains, the amount of tax that individual
U.S. stockholders will be treated as having paid will
exceed the tax they owe on the capital gain distribution and
such excess generally may be refunded or claimed as a credit
against the U.S. stockholders other U.S. federal
income tax obligations. The amount of the deemed distribution
net of such tax will be added to the
U.S. stockholders cost basis for his, her or its
common stock. In order to utilize the deemed distribution
approach, we must provide written notice to our stockholders
prior to the expiration of 60 days after the close of the
relevant taxable year. We cannot treat any of our investment
company taxable income as a deemed distribution.
For purposes of determining (1) whether the Annual
Distribution Requirement is satisfied for any year and
(2) the amount of capital gain dividends paid for that
year, we may, under certain circumstances, elect to treat a
dividend that is paid during the following taxable year as if it
had been paid during the taxable year in question. If we make
such an election, the U.S. stockholder will still be
treated as receiving the dividend in the taxable year in which
the distribution is made. However, any dividend declared by us
in October, November or December of any calendar year, payable
to stockholders of record on a specified date in such a month
and actually paid during January of the following year, will be
treated as if it had been received by our U.S. stockholders
on December 31 of the year in which the dividend was
declared.
If an investor purchases shares of our common stock shortly
before the record date of a distribution, the price of the
shares will include the value of the distribution and the
investor will be subject to tax on the distribution even though
economically it may represent a return of his, her or its
investment.
A stockholder generally will recognize taxable gain or loss if
the stockholder sells or otherwise disposes of his, her or its
shares of our common stock. The amount of gain or loss will be
measured by the difference
71
between such stockholders adjusted tax basis in the common
stock sold and the amount of the proceeds received in exchange.
Any gain arising from such sale or disposition generally will be
treated as long-term capital gain or loss if the stockholder has
held his, her or its shares for more than one year. Otherwise,
it will be classified as short-term capital gain or loss.
However, any capital loss arising from the sale or disposition
of shares of our common stock held for six months or less will
be treated as long-term capital loss to the extent of the amount
of capital gain dividends received, or undistributed capital
gain deemed received, with respect to such shares. In addition,
all or a portion of any loss recognized upon a disposition of
shares of our common stock may be disallowed if other shares of
our common stock are purchased (whether through reinvestment of
distributions or otherwise) within 30 days before or after
the disposition.
In general, individual U.S. stockholders currently are
subject to a maximum federal income tax rate of 15.0% on their
net capital gain (i.e., the excess of realized net long-term
capital gains over realized net short-term capital losses),
recognized prior to January 1, 2011, including any
long-term capital gain derived from an investment in our shares.
Such rate is lower than the maximum rate on ordinary income
currently payable by individuals. Corporate
U.S. stockholders currently are subject to federal income
tax on net capital gain at the maximum 35.0% rate also applied
to ordinary income. Non-corporate stockholders with net capital
losses for a year (i.e., capital losses in excess of capital
gains) generally may deduct up to $3,000 of such losses against
their ordinary income each year; any net capital losses of a
non-corporate stockholder in excess of $3,000 generally may be
carried forward and used in subsequent years as provided in the
Code. Corporate stockholders generally may not deduct any net
capital losses for a year, but may carryback such losses for
three years or carry forward such losses for five years.
We will send to each of our U.S. stockholders, as promptly
as possible after the end of each calendar year, a notice
detailing, on a per share and per distribution basis, the
amounts includible in such U.S. stockholders taxable
income for such year as ordinary income and as long-term capital
gain. In addition, the federal tax status of each years
distributions generally will be reported to the Internal Revenue
Service (including the amount of dividends, if any, eligible for
the 15.0% maximum rate). Dividends paid by us generally will not
be eligible for the dividends-received deduction or the
preferential tax rate applicable to Qualifying Dividends because
our income generally will not consist of dividends.
Distributions may also be subject to additional state, local and
foreign taxes depending on a U.S. stockholders
particular situation.
We may be required to withhold federal income tax (backup
withholding) currently at a rate of 28.0% from all taxable
distributions to any non-corporate U.S. stockholder
(1) who fails to furnish us with a correct taxpayer
identification number or a certificate that such stockholder is
exempt from backup withholding, or (2) with respect to whom
the IRS notifies us that such stockholder has failed to properly
report certain interest and dividend income to the IRS and to
respond to notices to that effect. An individuals taxpayer
identification number is his or her social security number. Any
amount withheld under backup withholding is allowed as a credit
against the U.S. stockholders federal income tax
liability, provided that proper information is provided to the
IRS.
Taxation
of
Non-U.S. Stockholders
Whether an investment in the shares is appropriate for a
Non-U.S. stockholder
will depend upon that persons particular circumstances. An
investment in the shares by a
Non-U.S. stockholder
may have adverse tax consequences.
Non-U.S. stockholders
should consult their tax advisers before investing in our common
stock.
Distributions of our investment company taxable
income to
Non-U.S. stockholders
(including interest income and realized net short-term capital
gains in excess of realized long-term capital losses, which
generally would be free of withholding if paid to
Non-U.S. stockholders
directly) will be subject to withholding of federal tax at a
30.0% rate (or lower rate provided by an applicable treaty) to
the extent of our current and accumulated earnings and profits
unless an applicable exception applies. If the distributions are
effectively connected with a U.S. trade or business of the
Non-U.S. stockholder,
and, if an income tax treaty applies, attributable to a
permanent establishment in the United States, we will not be
required to withhold federal tax if the
Non-U.S. stockholder
complies with applicable certification and disclosure
requirements, although the
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distributions will be subject to federal income tax at the rates
applicable to U.S. persons. (Special certification
requirements apply to a
Non-U.S. stockholder
that is a foreign partnership or a foreign trust, and such
entities are urged to consult their own tax advisors.)
In addition, with respect to certain distributions made to
Non-U.S. stockholders
in our taxable years beginning after December 31, 2004 and
before January 1, 2008, no withholding will be required and
the distributions generally will not be subject to federal
income tax if (i) the distributions are properly designated
in a notice timely delivered to our stockholders as
interest-related dividends or short-term
capital gain dividends, (ii) the distributions are
derived from sources specified in the Code for such dividends
and (iii) certain other requirements are satisfied.
Currently, we do not anticipate that any significant amount of
our distributions will be designated as eligible for this
exemption from withholding.
Actual or deemed distributions of our net capital gains to a
Non-U.S. stockholder,
and gains realized by a
Non-U.S. stockholder
upon the sale of our common stock, will not be subject to
federal withholding tax and generally will not be subject to
federal income tax unless the distributions or gains, as the
case may be, are effectively connected with a U.S. trade or
business of the
Non-U.S. stockholder
and, if an income tax treaty applies, are attributable to a
permanent establishment maintained by the
Non-U.S. stockholder
in the United States.
If we distribute our net capital gains in the form of deemed
rather than actual distributions, a
Non-U.S. stockholder
will be entitled to a federal income tax credit or tax refund
equal to the stockholders allocable share of the tax we
pay on the capital gains deemed to have been distributed. In
order to obtain the refund, the
Non-U.S. stockholder
must obtain a U.S. taxpayer identification number and file
a federal income tax return even if the
Non-U.S. stockholder
would not otherwise be required to obtain a U.S. taxpayer
identification number or file a federal income tax return. For a
corporate
Non-U.S. stockholder,
distributions (both actual and deemed), and gains realized upon
the sale of our common stock that are effectively connected to a
U.S. trade or business may, under certain circumstances, be
subject to an additional branch profits tax at a
30.0% rate (or at a lower rate if provided for by an applicable
treaty). Accordingly, investment in the shares may not be
appropriate for a
Non-U.S. stockholder.
A
Non-U.S. stockholder
who is a non-resident alien individual, and who is otherwise
subject to withholding of federal tax, may be subject to
information reporting and backup withholding of federal income
tax on dividends unless the
Non-U.S. stockholder
provides us or the dividend paying agent with an IRS
Form W-8BEN
(or an acceptable substitute form) or otherwise meets
documentary evidence requirements for establishing that it is a
Non-U.S. stockholder
or otherwise establishes an exemption from backup withholding.
Non-U.S. persons
should consult their own tax advisors with respect to the
U.S. federal income tax and withholding tax, and state,
local and foreign tax consequences of an investment in the
shares.
Failure
to Qualify as a RIC
If we were unable to qualify for treatment as a RIC, we would be
subject to tax on all of our taxable income at regular corporate
rates, regardless of whether we make any distributions to our
stockholders. Distributions would not be required, and any
distributions would be taxable to our stockholders as ordinary
dividend income eligible for the 15.0% maximum rate to the
extent of our current and accumulated earnings and profits.
Subject to certain limitations under the Code, corporate
distributees would be eligible for the dividends-received
deduction. Distributions in excess of our current and
accumulated earnings and profits would be treated first as a
return of capital to the extent of the stockholders tax
basis, and any remaining distributions would be treated as a
capital gain.
73
REGULATION
Prior to the completion of this offering, we will elect to be
regulated as a business development company under the 1940 Act.
The 1940 Act contains prohibitions and restrictions relating to
transactions between business development companies and their
affiliates, principal underwriters and affiliates of those
affiliates or underwriters. The 1940 Act requires that a
majority of the directors be persons other than interested
persons, as that term is defined in the 1940 Act. In
addition, the 1940 Act provides that we may not change the
nature of our business so as to cease to be, or to withdraw our
election as, a business development company unless approved by a
majority of our outstanding voting securities.
The 1940 Act defines a majority of the outstanding voting
securities as the lesser of (i) 67.0% or more of the
voting securities present at a meeting if the holders of more
than 50.0% of our outstanding voting securities are present or
represented by proxy, or (ii) 50.0% of our voting
securities.
Qualifying
Assets
Under the 1940 Act, a business development company may not
acquire any asset other than assets of the type listed in
Section 55(a) of the 1940 Act, which are referred to as
qualifying assets, unless, at the time the acquisition is made,
qualifying assets represent at least 70.0% of the companys
total assets. The principal categories of qualifying assets
relevant to our business are any of the following:
(1) Securities purchased in transactions not involving any
public offering from the issuer of such securities, which issuer
(subject to certain limited exceptions) is an eligible portfolio
company, or from any person who is, or has been during the
preceding 13 months, an affiliated person of an eligible
portfolio company, or from any other person, subject to such
rules as may be prescribed by the SEC. An eligible portfolio
company is defined in the 1940 Act as any issuer which:
(a) is organized under the laws of, and has its principal
place of business in, the United States;
(b) is not an investment company (other than a small
business investment company wholly owned by the business
development company) or a company that would be an investment
company but for certain exclusions under the 1940 Act; and
(c) satisfies any of the following:
(i) does not have any class of securities that is traded on
a national securities exchange;
(ii) is controlled by a business development company or a
group of companies including a business development company and
the business development company has an affiliated person who is
a director of the eligible portfolio company; or
(iii) is a small and solvent company having total assets of
not more than $4.0 million and capital and surplus of not
less than $2.0 million.
(2) Securities of any eligible portfolio company that we
control.
(3) Securities purchased in a private transaction from a
U.S. issuer that is not an investment company or from an
affiliated person of the issuer, or in transactions incident
thereto, if the issuer is in bankruptcy and subject to
reorganization or if the issuer, immediately prior to the
purchase of its securities was unable to meet its obligations as
they came due without material assistance other than
conventional lending or financing arrangements.
(4) Securities of an eligible portfolio company purchased
from any person in a private transaction if there is no ready
market for such securities and we already own 60.0% of the
outstanding equity of the eligible portfolio company.
(5) Securities received in exchange for or distributed on
or with respect to securities described in (1) through
(4) above, or pursuant to the exercise of warrants or
rights relating to such securities.
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(6) Cash, cash equivalents, U.S. government securities
or high-quality debt securities maturing in one year or less
from the time of investment.
In addition, a business development company must have been
organized and have its principal place of business in the United
States and must be operated for the purpose of making
investments in the types of securities described in (1),
(2) or (3) above.
Managerial
Assistance to Portfolio Companies
In order to count portfolio securities as qualifying assets for
the purpose of the 70.0% test, we must either control the issuer
of the securities or must offer to make available to the issuer
of the securities (other than small and solvent companies
described above) significant managerial assistance; except that,
where we purchase such securities in conjunction with one or
more other persons acting together, one of the other persons in
the group may make available such managerial assistance. Making
available managerial assistance means, among other things, any
arrangement whereby the business development company, through
its directors, officers or employees, offers to provide, and, if
accepted, does so provide, significant guidance and counsel
concerning the management, operations or business objectives and
policies of a portfolio company.
Temporary
Investments
Pending investment in other types of qualifying
assets, as described above, our investments may consist of
cash, cash equivalents, U.S. government securities or
high-quality debt securities maturing in one year or less from
the time of investment, which we refer to, collectively, as
temporary investments, so that 70.0% of our assets are
qualifying assets. Typically, we will invest in
U.S. Treasury bills or in repurchase agreements, provided
that such agreements are fully collateralized by cash or
securities issued by the U.S. Government or its agencies. A
repurchase agreement involves the purchase by an investor, such
as us, of a specified security and the simultaneous agreement by
the seller to repurchase it at an agreed-upon future date and at
a price that is greater than the purchase price by an amount
that reflects an agreed-upon interest rate. There is no
percentage restriction on the proportion of our assets that may
be invested in such repurchase agreements. However, if more than
25.0% of our total assets constitute repurchase agreements from
a single counterparty, we would not meet the Diversification
Tests in order to qualify as a RIC for federal income tax
purposes. Thus, we do not intend to enter into repurchase
agreements with a single counterparty in excess of this limit.
Our management team will monitor the creditworthiness of the
counterparties with which we enter into repurchase agreement
transactions.
Senior
Securities
We are permitted, under specified conditions, to issue multiple
classes of debt and one class of stock senior to our common
stock if our asset coverage, as defined in the 1940 Act, is at
least equal to 200.0% immediately after each such issuance. In
addition, while any senior securities remain outstanding, we
must make provisions to prohibit any distribution to our
stockholders or the repurchase of such securities or shares
unless we meet the applicable asset coverage ratios at the time
of the distribution or repurchase. We may also borrow amounts up
to 5.0% of the value of our total assets for temporary or
emergency purposes without regard to asset coverage. For a
discussion of the risks associated with leverage, see Risk
Factors Risks Relating to Our Business and
Structure Regulations governing our operation as a
business development company will affect our ability to, and the
way in which we, raise additional capital.
Code
of Ethics
We have adopted a code of ethics pursuant to
Rule 17j-1
under the 1940 Act that establishes procedures for personal
investments and restricts certain personal securities
transactions. Personnel subject to the code may invest in
securities for their personal investment accounts, including
securities that may be purchased or held by us, so long as such
investments are made in accordance with the codes
requirements. For information on how to obtain a copy of the
code of ethics, see Available Information.
75
Proxy
Voting Policies and Procedures
We vote proxies relating to our portfolio securities in the best
interest of our stockholders. We review on a
case-by-case
basis each proposal submitted to a stockholder vote to determine
its impact on the portfolio securities held by us. Although we
generally vote against proposals that may have a negative impact
on our portfolio securities, we may vote for such a proposal if
there exists compelling long-term reasons to do so.
Our proxy voting decisions are made by the investment
professionals who are responsible for monitoring each of our
investments. To ensure that our vote is not the product of a
conflict of interest, we require that: (i) anyone involved
in the decision making process disclose to our chief compliance
officer any potential conflict that he or she is aware of and
any contact that he or she has had with any interested party
regarding a proxy vote; and (ii) employees involved in the
decision making process or vote administration are prohibited
from revealing how we intend to vote on a proposal in order to
reduce any attempted influence from interested parties.
Stockholders may obtain information regarding how we voted
proxies with respect to our portfolio securities by making a
written request for proxy voting information to: Chief
Compliance Officer, 3600 Glenwood Avenue, Suite 104,
Raleigh, North Carolina 27612.
Other
We may also be prohibited under the 1940 Act from knowingly
participating in certain transactions with our affiliates
without the prior approval of our board of directors who are not
interested persons and, in some cases, prior approval by the SEC.
We will be periodically examined by the SEC for compliance with
the 1940 Act.
We are required to provide and maintain a bond issued by a
reputable fidelity insurance company to protect us against
larceny and embezzlement. Furthermore, as a business development
company, we are prohibited from protecting any director or
officer against any liability to us or our stockholders arising
from willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
persons office.
We are required to adopt and implement written policies and
procedures reasonably designed to prevent violation of the
federal securities laws, review these policies and procedures
annually for their adequacy and the effectiveness of their
implementation, and to designate a chief compliance officer to
be responsible for administering the policies and procedures.
Small
Business Administration Regulations
The Existing Fund is licensed by the Small Business
Administration to operate as a Small Business Investment Company
under Section 301(c) of the Small Business Investment Act
of 1958. Upon the closing of this offering, the Existing Fund
will be a wholly-owned subsidiary of us, and will continue to
hold its SBIC license and will also after this offering elect to
be a BDC. The Existing Fund initially obtained its SBIC license
on September 11, 2003.
SBICs are designed to stimulate the flow of private equity
capital to eligible small businesses. Under SBA regulations,
SBICs may make loans to eligible small businesses, invest in the
equity securities of such businesses and provide them with
consulting and advisory services. The Existing Fund has
typically invested in senior subordinated debt, acquired
warrants
and/or made
equity investments in qualifying small businesses.
Under present SBA regulations, eligible small businesses
generally include businesses that (together with their
affiliates) have a tangible net worth not exceeding
$18.0 million and have average annual net income after
Federal income taxes not exceeding $6.0 million (average
net income to be computed without benefit of any carryover loss)
for the two most recent fiscal years. In addition, an SBIC must
devote 20.0% of its investment activity to
smaller concerns as defined by the SBA. A smaller
concern generally includes businesses that have a tangible net
worth not exceeding $6.0 million and have average annual
net income after Federal income taxes not exceeding
$2.0 million (average net income to be computed without
benefit of any
76
net carryover loss) for the two most recent fiscal years. SBA
regulations also provide alternative size standard criteria to
determine eligibility for designation as an eligible small
business or smaller concern, which criteria depend on the
industry in which the business is engaged and are based on such
factors as the number of employees and gross revenue. However,
once an SBIC has invested in a company, it may continue to make
follow on investments in the company, regardless of the size of
the portfolio company at the time of the follow on investment,
up to the time of the portfolio companys initial public
offering.
The SBA prohibits an SBIC from providing funds to small
businesses for certain purposes, such as relending and
investment outside the United States, to businesses engaged in a
few prohibited industries, and to certain passive
(non-operating) companies. In addition, without prior SBA
approval, an SBIC may not invest an amount equal to more than
20.0% of the SBICs regulatory capital in any one portfolio
company.
The SBA places certain limitations on the financing terms of
investments by SBICs in portfolio companies (such as limiting
the permissible interest rate on debt securities held by an SBIC
in a portfolio company). Although prior regulations prohibited
an SBIC from controlling a small business concern except in
limited circumstances, regulations adopted by the SBA in 2002
now allow an SBIC to exercise control over a small business for
a period of seven years from the date on which the SBIC
initially acquires its control position. This control period may
be extended for an additional period of time with the SBAs
prior written approval.
The SBA restricts the ability of an SBIC to lend money to any of
its officers, directors and employees or to invest in affiliates
thereof. The SBA also prohibits, without prior SBA approval, a
change of control of an SBIC or transfers that would
result in any person (or a group of persons acting in concert)
owning 10.0% or more of a class of capital stock of a licensed
SBIC. A change of control is any event which would
result in the transfer of the power, direct or indirect, to
direct the management and policies of an SBIC, whether through
ownership, contractual arrangements or otherwise.
An SBIC (or group of SBICs under common control) may generally
have outstanding debentures guaranteed by the SBA in amounts up
to twice the amount of the privately-raised funds of the
SBIC(s). Debentures guaranteed by the SBA have a maturity of ten
years, require semi-annual payments of interest, do not require
any principal payments prior to maturity, and, historically,
were subject to certain prepayment penalties. Those prepayment
penalties no longer apply as of September 2006. As of
June 30, 2006, we had issued $31.8 million of
SBA-guaranteed debentures, which had an annual weight-averaged
interest rate of 5.77%. SBA regulations currently limit the
dollar amount of outstanding SBA-guaranteed debentures that may
be issued by any one SBIC (or group of SBICs under common
control) to $124.4 million (which amount is subject to
increase on an annual basis based on cost of living increases).
SBICs must invest idle funds that are not being used to make
loans in investments permitted under SBA regulations in the
following limited types of securities: (i) direct
obligations of, or obligations guaranteed as to principal and
interest by, the United States government, which mature within
15 months from the date of the investment;
(ii) repurchase agreements with federally insured
institutions with a maturity of seven days or less (and the
securities underlying the repurchase obligations must be direct
obligations of or guaranteed by the federal government);
(iii) certificates of deposit with a maturity of one year
or less, issued by a federally insured institution; (iv) a
deposit account in a federally insured institution that is
subject to a withdrawal restriction of one year or less;
(v) a checking account in a federally insured institution;
or (vi) a reasonable petty cash fund.
SBICs are periodically examined and audited by the SBAs
staff to determine its compliance with SBIC regulations and are
periodically required to file certain forms with the SBA.
Although we cannot provide any assurance that we will receive
any exemptive relief, we expect to request that the SEC allow us
to exclude any indebtedness guaranteed by the SBA and issued by
the Existing Fund from the 200.0% asset coverage requirements
applicable to us as a BDC.
Neither the SBA nor the U.S. government or any of its
agencies or officers has approved any ownership interest to be
issued by us or any obligation that we or any of our
subsidiaries may incur.
77
Securities
Exchange Act and Sarbanes-Oxley Act Compliance
Upon the closing of this offering, we will be subject to the
reporting and disclosure requirements of the Exchange Act,
including the filing of quarterly, annual and current reports,
proxy statements and other required items. In addition, upon the
closing, we will be subject to the Sarbanes-Oxley Act of 2002,
which imposes a wide variety of regulatory requirements on
publicly-held companies and their insiders. Many of these
requirements will affect us. For example:
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pursuant to
Rule 13a-14
of the Exchange Act, our Chief Executive Officer and Chief
Financial Officer will be required to certify the accuracy of
the financial statements contained in our periodic reports;
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pursuant to Item 307 of
Regulation S-K,
our periodic reports will be required to disclose our
conclusions about the effectiveness of our disclosure controls
and procedures; and
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pursuant to
Rule 13a-15
of the Exchange Act, beginning for our fiscal year ending
December 31, 2007, our management will be required to
prepare a report regarding its assessment of our internal
control over financial reporting, which must be audited by our
independent registered public accounting firm.
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The Sarbanes-Oxley Act requires us to review our current
policies and procedures to determine whether we comply with the
Sarbanes-Oxley Act and the regulations promulgated thereunder.
We intend to monitor our compliance with all regulations that
are adopted under the Sarbanes-Oxley Act and will take actions
necessary to ensure that we are in compliance therewith.
The
Nasdaq Global Market Corporate Governance Regulations
The Nasdaq Global Market has adopted corporate governance
regulations that listed companies must comply with. Upon the
closing of this offering, we intend to be in compliance with
such corporate governance listing standards. We intend to
monitor our compliance with all future listing standards and to
take all necessary actions to ensure that we are in compliance
therewith.
INVESTMENT
ISSUES AFFECTING FINANCIAL INSTITUTIONS
The following discussion is intended to provide a brief overview
of certain issues related to the ownership of shares of our
common stock by financial institutions following the closing of
this offering. This section does not, and is not intended to
provide, a comprehensive discussion of all issues relating to
the potential ownership of shares of our common stock by
financial institutions or their holding companies. Moreover,
this section does not discuss any state law issues relating to
the matters described below. Any bank, bank holding company,
savings association or savings and loan holding company that is
considering acquiring shares of our common stock is urged to
consult with its attorneys or other advisors as to the
applicability and effect of all federal and state laws and
regulations governing an investment in shares of our common
stock by such entity.
Permissible
Equity Investments by Financial Institutions
Federal law (15 U.S.C. § 682(b)) provides that
(i) national banks, (ii) Federal Reserve System member
state banks and nonmember FDIC insured state banks (to the
extent permitted under applicable state law), and
(iii) Federal savings associations may invest in SBICs, or
any entity established to invest solely in SBICs, up to 5.0% of
the capital and surplus of any such individual bank or savings
association.
In addition, federal law provides that bank holding companies
(which, individually, is defined as any company that has control
over any bank or over any company that is or becomes a bank
holding company) may invest in SBICs, or in any entity
established to invest solely in SBICs, up to 5.0% of the bank
holding companies proportionate interest in the capital
and surplus of the bank subsidiaries of the bank holding
companies. Federal law also provides that bank holding companies
may acquire voting shares of a company (whether or not an SBIC),
provided that such bank holding company does not have
control over such company. Under federal law, there
is a presumption that any direct or indirect ownership, control
or power to vote less than 5.0% of any class of voting
securities of a bank or company does not constitute control over
78
that bank or company and, therefore, such investment does not
require prior approval by the Board of Governors of the Federal
Reserve System.
Since federal law provides that national banks, Federal Reserve
member state banks and nonmember FDIC insured state banks (to
the extent permitted under applicable state law), and bank
holding companies are permitted to invest up to 5.0% of their
capital and surplus in any entity established to invest solely
in SBICs (as well as to invest directly in SBICs), the fact that
the Existing Fund will be a subsidiary of Triangle Capital
Corporation upon the closing of this offering should not
adversely impact the ability of these categories of financial
institutions and holding companies to invest in Triangle Capital
Corporation under these provisions of federal law. We intend to
use all of the net proceeds from this offering to make
investments in portfolio companies through the Existing Fund as
an SBIC, excluding cash that will be retained by us to pay
expenses or for other non-portfolio company purposes.
In addition, whether financial institutions or their holding
companies are permitted to invest in Triangle Capital
Corporation may be affected by the regulatory capital status of
the individual financial institution or holding company and
other regulatory considerations. Financial institutions that
acquire common stock of Triangle Capital Corporation may be
required to give notice to, or apply for approval from,
appropriate federal and state regulatory agencies before
investing, according to rules established by those agencies.
Community
Reinvestment Act
Under the terms of the Community Reinvestment Act of 1977, or
CRA, financial institutions have a continuing and affirmative
obligation to meet the credit needs of the local communities in
which such institutions are chartered, consistent with the
financial institutions safe and sound operation. The CRA
requires the Office of the Comptroller of the Currency, the
Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, and the Office of Thrift
Supervision to use their authority when examining financial
institutions to encourage such institutions to help meet the
credit needs of the local communities in which they are
chartered. Specifically, these federal regulators assess a
financial institutions record of meeting the credit needs
of such financial institutions entire community, including
low- and moderate-income neighborhoods, and take such record
into account in their evaluation of a financial
institutions application for approval of one of the
following: a charter, deposit insurance, a branch office or
similar facility to accept deposits, the relocation of an
office, a merger or consolidation with, or the acquisition of
shares or assets of, or the assumption of liabilities of,
another financial institution. These federal regulators also
take such record into account in connection with evaluating
certain transaction applications by bank holding companies and
savings and loan holding companies under the Bank Holding
Company Act and the Savings and Loan Holding Company Act.
Regulated financial institutions whose activities must be
evaluated under the CRA include all banks and savings
associations that are insured by the Federal Deposit Insurance
Corporation. The federal financial supervisory agencies review
the performance of banks and savings associations, with certain
limited exceptions, to produce an overall composite rating based
upon three major elements: lending, service and investing.
Agencies assign a rating for an institution under the lending,
investment, and service tests, which are then combined to
produce an overall rating under the CRA.
The investment test evaluates the degree to which a bank or
savings association is helping to meet the credit needs of its
assessment area(s) through qualified investments based upon the
following factors: (i) the dollar amount of the qualified
investments; (ii) the innovativeness or complexity of the
qualified investments; (iii) the responsiveness of the
qualified investments to credit and community development needs;
and (iv) the degree to which the qualified investments are
not routinely provided by private investors. Qualified
investments include, but are not limited to, investments
in SBICs and other organizations that promote economic
development by financing small businesses or small farms.
Federal bank and thrift regulatory agencies have indicated that
a financial institution will receive positive consideration
under the CRA for investing in a fund that invests in SBICs,
regardless of whether the financial institution invests directly
in SBICs. Therefore, the fact that the Existing Fund will be a
subsidiary of Triangle Capital Corporation upon the closing of
this offering should not adversely impact the status of an
investment in Triangle Capital Corporation as a qualified
investment under the CRA.
79
UNDERWRITING
Under the terms and subject to the conditions contained in an
underwriting agreement
dated ,
the underwriters named below, for whom Morgan Keegan &
Company, Inc. is acting as representative, have severally agreed
to purchase, and we have agreed to sell to them, the number of
shares of common stock indicated below:
|
|
|
|
|
Underwriter
|
|
Number of Shares
|
|
|
Morgan Keegan & Company,
Inc.
|
|
|
|
|
BB&T Capital Markets, a
division of Scott & Stringfellow, Inc.
|
|
|
|
|
Avondale Partners, LLC
|
|
|
|
|
Sterne, Agee & Leach,
Inc.
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,500,000
|
|
|
|
|
|
|
The underwriting agreement provides that the obligations of the
several underwriters to pay for and accept delivery of the
shares of common stock offered hereby are subject to the
approval of certain legal matters by their counsel and to
certain other conditions. The underwriters are severally
obligated to take and pay for all shares of common stock offered
hereby (other than those covered by the underwriters
over-allotment option described below) if any such shares are
taken. We have agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities
Act.
We have applied for approval for listing of our common stock on
the Nasdaq Global Market under the symbol TCAP.
Over-Allotment
Option
We have granted to the underwriters an option, exercisable for
30 days from the date of this prospectus, to purchase up to
an aggregate of 525,000 additional shares of common stock at the
public offering price set forth on the cover page hereof, less
underwriting discounts and commissions. The underwriters may
exercise this option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of
the shares of common stock offered hereby. To the extent such
option is exercised, each underwriter will become obligated,
subject to certain conditions, to purchase approximately the
same percentage of such additional shares of common stock as the
number set forth next to such underwriters name in the
preceding table bears to the total number of shares set forth
next to the names of all underwriters in the preceding table.
Lock-Up
Agreements
We, and certain of our executive officers and directors, have
agreed, subject to certain exceptions, not to issue, sell, offer
to sell, contract or agree to sell, hypothecate, pledge,
transfer, grant any option to purchase, establish an open put
equivalent position or otherwise dispose of or agree to dispose
of directly or indirectly, any shares of our common stock, or
any securities convertible into or exercisable or exchangeable
for any shares of our common stock or any right to acquire
shares of our common stock, for a period of 365 days from
the effective date of this prospectus, subject to extension upon
material announcements or earnings releases. The representative,
at any time and without notice, may release all or any portion
of the common stock subject to the foregoing
lock-up
agreements.
Determination
Of Offering Price
Prior to the offering, there has been no public market for our
common stock. The initial public offering price was determined
by negotiation among the underwriters and us. The principal
factors considered in determining the public offering price
include the following:
|
|
|
|
|
the information set forth in this prospectus and otherwise
available to the underwriters,
|
|
|
|
market conditions for initial public offerings,
|
|
|
|
the history and the prospects for the industry in which we
compete,
|
80
|
|
|
|
|
an assessment of the ability of our management,
|
|
|
|
our prospects for future earnings,
|
|
|
|
the present state of our development and our current financial
condition,
|
|
|
|
the general condition of the securities markets at the time of
this offering, and
|
|
|
|
the recent market prices of, and demand for, publicly traded
common stock of generally comparable entities.
|
Underwriting
Discounts and Commissions
The underwriters initially propose to offer the shares directly
to the public at the public offering price set forth on the
cover page of this prospectus and to certain dealers at a price
that represents a concession not in excess of
$ per share below the public
offering price. Any underwriters may allow, and such dealers may
re-allow, a concession not in excess of
$ per share to other underwriters
or to certain dealers. After the initial offering of the shares,
the offering price and other selling terms may from time to time
be varied by the representative.
The following table provides information regarding the per share
and total underwriting discounts and commissions that we are to
pay to the underwriters. These amounts are shown assuming both
no exercise and full exercise of the underwriters option
to purchase up to 525,000 additional shares from us.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total without
|
|
Total with
|
|
|
|
|
Exercise of
|
|
Exercise of
|
|
|
Per Share
|
|
Over-allotment
|
|
Over-allotment
|
|
Underwriting discounts and
commissions payable by us
|
|
$
|
|
|
|
|
|
|
|
|
|
|
We will pay all expenses incident to the offering and sale of
shares of our common stock by us in this offering. We estimate
that the total expenses of the offering, excluding the
underwriting discounts and commissions will be approximately
$1.5 million.
A prospectus in electronic format may be made available on the
web sites maintained by one or more of the underwriters, or
selling group members, if any, participating in this offering.
The representative may agree to allocate a number of shares to
underwriters and selling group members for the sale to their
online brokerage account holders. Internet distributions will be
allocated by the underwriters and selling group members that
will make Internet distributions on the same basis as other
allocations. The representative may agree to allocate a number
of shares to underwriters for sale to their online brokerage
account holders.
Price
Stabilization, Short Positions and Penalty Bids
In connection with this offering, the underwriters may purchase
and sell shares of our common stock in the open market. These
transactions may include over-allotment, syndicate covering
transactions and stabilizing transactions. An over-allotment
involves syndicate sales of shares in excess of the number of
shares to be purchased by the underwriters in the offering,
which creates a syndicate short position. Syndicate covering
transactions involve purchases of shares in the open market
after the distribution has been completed in order to cover
syndicate short positions.
Stabilizing transactions consist of some bids or purchases of
shares of our common stock made for the purpose of preventing or
slowing a decline in the market price of the shares while the
offering is in progress.
In addition, the underwriters may impose penalty bids, under
which they may reclaim the selling concession from a syndicate
member when the shares of our common stock originally sold by
that syndicate member are purchased in a stabilizing transaction
or syndicate covering transaction to cover syndicate short
positions.
Similar to other purchase transactions, these activities may
have the effect of raising or maintaining the market price of
the common stock or preventing or slowing a decline in the
market price of the common stock. As a result, the price of the
common stock may be higher than the price that might otherwise
exist in
81
the open market. Except for the sale of shares of our common
stock in this offering, the underwriters may carry out these
transactions on the Nasdaq Global Market, in the
over-the-counter
market or otherwise.
Neither the underwriters nor we make any representation or
prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the
shares. In addition, neither the underwriters nor we make any
representation that the underwriters will engage in these
transactions or that these transactions, once commenced, will
not be discontinued without notice.
Affiliations
Branch Banking & Trust Company, an affiliate of
BB&T Capital Markets, is a limited partner in the Existing
Fund and will receive 66,667 shares of common stock, valued
at $1.0 million upon completion of the formation
transactions in exchange for its limited partnership interest in
the Existing Fund.
The underwriters
and/or their
affiliates from time to time provide and may in the future
provide investment banking, commercial banking and financial
advisory services to us, for which they have received and may
receive customary compensation.
In addition, the underwriters and/or their affiliates may from
time to time refer investment banking clients to us as potential
portfolio investments. If we invest in those clients, we may
utilize net proceeds from this offering to fund such
investments, and the referring underwriter or its affiliate may
receive placement fees from its client in connection with such
financing, which placement fees may be paid out of the amount
funded by us.
The addresses of the underwriters are: Morgan Keegan &
Company, Inc, 50 North Front Street, Memphis Tennessee, 38103;
BB& T Capital Markets, a division of Scott &
Stringfellow, Inc., 909 E. Main Street, Richmond,
Virginia 23219; Avondale Partners, LLC, 3200 West End Ave.,
Suite 1100, Nashville, Tennessee, 37203; and Sterne, Agee
& Leach, Inc., 800 Shades Creek Parkway,
Suite 700, Birmingham, Alabama 35209.
CUSTODIAN,
TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR
Our securities are held under a custody agreement
by .
The address of the custodian
is: .
will act as our transfer agent, dividend paying agent and
registrar. The principal business address of our transfer agent
is ,
telephone
number: .
BROKERAGE
ALLOCATION AND OTHER PRACTICES
Since we will generally acquire and dispose of our investments
in privately negotiated transactions, we will infrequently use
brokers in the normal course of our business. Our management
team will be primarily responsible for the execution of the
publicly traded securities portion of our portfolio transactions
and the allocation of brokerage commissions. We do not expect to
execute transactions through any particular broker or dealer,
but will seek to obtain the best net results for us, taking into
account such factors as price (including the applicable
brokerage commission or dealer spread), size of order,
difficulty of execution, and operational facilities of the firm
and the firms risk and skill in positioning blocks of
securities. While we will generally seek reasonably competitive
trade execution costs, we will not necessarily pay the lowest
spread or commission available. Subject to applicable legal
requirements, we may select a broker based partly upon brokerage
or research services provided to us. In return for such
services, we may pay a higher commission than other brokers
would charge if we determine in good faith that such commission
is reasonable in relation to the services provided.
82
LEGAL
MATTERS
Certain legal matters regarding the shares of common stock
offered hereby will be passed upon for us by Bass,
Berry & Sims PLC, Memphis, Tennessee and certain legal
matters in connection with this offering will be passed upon for
the underwriters by Kirkpatrick & Lockhart Nicholson
Graham LLP, Washington, D.C.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP, independent registered public
accounting firm, has audited our financial statements and
financial highlights at December 31, 2004 and 2005 and
September 30, 2006, and for each of the three years in the
period ended December 31, 2005 and for the nine months
ended September 30, 2006, as set forth in their report. We
have included our financial statements and financial highlights
in the prospectus and elsewhere in the registration statement in
reliance on Ernst & Young LLPs report, given on
their authority as experts in accounting and auditing.
AVAILABLE
INFORMATION
We have filed with the SEC a registration statement on
Form N-2,
together with all amendments and related exhibits, under the
Securities Act, with respect to our shares of common stock
offered by this prospectus. The registration statement contains
additional information about us and our shares of common stock
being offered by this prospectus.
Upon completion of this offering, we will file with or submit to
the SEC annual, quarterly and current periodic reports, proxy
statements and other information meeting the informational
requirements of the Exchange Act. You may inspect and copy these
reports, proxy statements and other information, as well as the
registration statement and related exhibits and schedules, at
the Public Reference Room of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy
and information statements and other information filed
electronically by us with the SEC which are available on the
SECs website at http://www.sec.gov. Copies of these
reports, proxy and information statements and other information
may be obtained, after paying a duplicating fee, by electronic
request at the following
e-mail
address: publicinfo@sec.gov, or by writing the SECs Public
Reference Section, 100 F Street, N.E., Washington, D.C.
20549.
83
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the General Partner
Triangle Mezzanine Fund LLLP
We have audited the accompanying balance sheets of Triangle
Mezzanine Fund LLLP (the Existing Fund),
including the schedule of investments, as of December 31,
2004 and 2005 and September 30, 2006, and the related
statements of operations, changes in partners capital, and
cash flows for each of the three years in the period ended
December 31, 2005 and the nine months ended
September 30, 2006, and the financial highlights for each
of the three years in the period ended December 31, 2005
and the nine months ended September 30, 2006. These
financial statements and financial highlights are the
responsibility of the Existing Funds management. Our
responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Existing Funds
internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Existing Funds internal
control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting
principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our
procedures included confirmation of securities owned as of
December 31, 2004 and 2005 and September 30, 2006 by
correspondence with the portfolio companies. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of Triangle Mezzanine
Fund LLLP at December 31, 2004 and 2005 and
September 30, 2006, the results of its operations and its
cash flows for each of the three years in the period ended
December 31, 2005 and the nine months ended
September 30, 2006, and the financial highlights for each
of the three years in the period ended December 31, 2005
and the nine months ended September 30, 2006, in conformity
with U.S. generally accepted accounting principles.
Raleigh, North Carolina
December 27, 2006
F-2
TRIANGLE
MEZZANINE FUND LLLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Control / Non-Affiliate
investments (cost of $17,440,943, $28,678,659 and $38,656,572 at
December 31, 2004 and 2005 and September 30, 2006,
respectively
|
|
$
|
16,215,943
|
|
|
$
|
31,328,659
|
|
|
$
|
38,403,772
|
|
Affiliate investments (cost of
$3,484,654, $3,266,707 and $5,477,882 at December 31, 2004
and 2005 and September 30, 2006, respectively
|
|
|
3,484,654
|
|
|
|
3,366,707
|
|
|
|
5,927,882
|
|
Control investments (cost of $0
and $2,448,245 and $2,571,803 at December 31, 2004 and 2005
and September 30, 2006, respectively
|
|
|
|
|
|
|
2,448,245
|
|
|
|
2,571,803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
|
19,700,597
|
|
|
|
37,143,611
|
|
|
|
46,903,457
|
|
Deferred loan origination revenue
|
|
|
(537,279
|
)
|
|
|
(601,914
|
)
|
|
|
(676,418
|
)
|
Cash and cash equivalents
|
|
|
2,849,570
|
|
|
|
6,067,164
|
|
|
|
7,358,032
|
|
Interest and fees receivable
|
|
|
98,442
|
|
|
|
49,583
|
|
|
|
99,755
|
|
Deferred financing fees
|
|
|
822,867
|
|
|
|
1,085,397
|
|
|
|
1,011,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
22,934,197
|
|
|
$
|
43,743,841
|
|
|
$
|
54,695,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND PARTNERS
CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
$
|
|
|
|
$
|
13,226
|
|
|
$
|
|
|
Interest payable
|
|
|
230,372
|
|
|
|
566,068
|
|
|
|
151,574
|
|
SBA guaranteed debentures payable
|
|
|
17,700,000
|
|
|
|
31,800,000
|
|
|
|
31,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
17,930,372
|
|
|
|
32,379,294
|
|
|
|
31,951,574
|
|
Partners capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
General partner
|
|
|
100
|
|
|
|
100
|
|
|
|
100
|
|
Limited partners
|
|
|
21,250,000
|
|
|
|
21,250,000
|
|
|
|
21,250,000
|
|
Capital contribution commitment
receivable
|
|
|
(13,812,500
|
)
|
|
|
(10,625,000
|
)
|
|
|
|
|
Accumulated undistributed
investment gains (losses)
|
|
|
(2,433,775
|
)
|
|
|
739,447
|
|
|
|
1,494,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total partners capital
|
|
|
5,003,825
|
|
|
|
11,364,547
|
|
|
|
22,744,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
partners capital
|
|
$
|
22,934,197
|
|
|
$
|
43,743,841
|
|
|
$
|
54,695,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-3
TRIANGLE
MEZZANINE FUND LLLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2005
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
Investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan interest, fee and dividend
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Control / Non-Affiliate
investments
|
|
$
|
26,000
|
|
|
$
|
1,178,227
|
|
|
$
|
4,125,584
|
|
|
$
|
2,983,587
|
|
|
$
|
3,441,032
|
|
Affiliate investments
|
|
|
|
|
|
|
319,742
|
|
|
|
459,810
|
|
|
|
324,186
|
|
|
|
402,168
|
|
Control investments
|
|
|
|
|
|
|
|
|
|
|
39,850
|
|
|
|
|
|
|
|
211,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loan interest and dividend
income
|
|
|
26,000
|
|
|
|
1,497,969
|
|
|
|
4,625,244
|
|
|
|
3,307,773
|
|
|
|
4,055,012
|
|
Paid-in-kind
interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Control / Non-Affiliate
investments
|
|
|
|
|
|
|
235,924
|
|
|
|
962,121
|
|
|
|
826,576
|
|
|
|
594,120
|
|
Affiliate investments
|
|
|
|
|
|
|
234,653
|
|
|
|
243,663
|
|
|
|
198,015
|
|
|
|
29,186
|
|
Control investments
|
|
|
|
|
|
|
|
|
|
|
23,642
|
|
|
|
|
|
|
|
123,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
paid-in-kind
interest income
|
|
|
|
|
|
|
470,577
|
|
|
|
1,229,426
|
|
|
|
1,024,591
|
|
|
|
746,864
|
|
Interest income from cash and cash
equivalent investments
|
|
|
14,579
|
|
|
|
18,757
|
|
|
|
108,493
|
|
|
|
15,514
|
|
|
|
212,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment income
|
|
|
40,579
|
|
|
|
1,987,303
|
|
|
|
5,963,163
|
|
|
|
4,347,878
|
|
|
|
5,013,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
|
|
|
|
338,886
|
|
|
|
1,543,378
|
|
|
|
1,083,375
|
|
|
|
1,378,736
|
|
Amortization of deferred financing
fees
|
|
|
|
|
|
|
38,133
|
|
|
|
89,970
|
|
|
|
65,876
|
|
|
|
74,397
|
|
Management fees
|
|
|
1,048,051
|
|
|
|
1,563,747
|
|
|
|
1,573,602
|
|
|
|
1,179,850
|
|
|
|
1,190,632
|
|
General and administrative expenses
|
|
|
164,583
|
|
|
|
83,257
|
|
|
|
57,991
|
|
|
|
54,468
|
|
|
|
39,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
1,212,634
|
|
|
|
2,024,023
|
|
|
|
3,264,941
|
|
|
|
2,383,569
|
|
|
|
2,683,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(1,172,055
|
)
|
|
|
(36,720
|
)
|
|
|
2,698,222
|
|
|
|
1,964,309
|
|
|
|
2,330,406
|
|
Net realized gain (loss) on
investments Non-Control/Non-Affiliate
|
|
|
|
|
|
|
|
|
|
|
(3,500,000
|
)
|
|
|
(3,500,000
|
)
|
|
|
5,977,109
|
|
Net unrealized appreciation
(depreciation) of investments
|
|
|
|
|
|
|
(1,225,000
|
)
|
|
|
3,975,000
|
|
|
|
2,975,000
|
|
|
|
(2,552,800
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gain (loss) on
investments
|
|
|
|
|
|
|
(1,225,000
|
)
|
|
|
475,000
|
|
|
|
(525,000
|
)
|
|
|
3,424,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net
assets resulting from operations
|
|
$
|
(1,172,055
|
)
|
|
$
|
(1,261,720
|
)
|
|
$
|
3,173,222
|
|
|
$
|
1,439,309
|
|
|
$
|
5,754,715
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net increase
(decrease) in net assets resulting from operations to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General partner
|
|
$
|
(29
|
)
|
|
$
|
(4
|
)
|
|
$
|
634,644
|
|
|
$
|
287,862
|
|
|
$
|
1,150,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limited partners
|
|
$
|
(1,172,026
|
)
|
|
$
|
(1,261,716
|
)
|
|
$
|
2,538,578
|
|
|
$
|
1,151,447
|
|
|
$
|
4,603,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-4
TRIANGLE
MEZZANINE FUND LLLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
Undistributed
|
|
|
|
|
|
|
|
|
|
|
|
|
Contribution
|
|
|
Investment
|
|
|
|
|
|
|
General
|
|
|
Limited
|
|
|
Commitment
|
|
|
Gains
|
|
|
|
|
|
|
Partner
|
|
|
Partners
|
|
|
Receivable
|
|
|
(Losses)
|
|
|
Total
|
|
|
Balance, December 31, 2002
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Partners capital
contributions
|
|
|
100
|
|
|
|
20,500,000
|
|
|
|
(16,400,000
|
)
|
|
|
|
|
|
|
4,100,100
|
|
Net investment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,172,055
|
)
|
|
|
(1,172,055
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003
|
|
|
100
|
|
|
|
20,500,000
|
|
|
|
(16,400,000
|
)
|
|
|
(1,172,055
|
)
|
|
|
2,928,045
|
|
Partners capital
contributions
|
|
|
|
|
|
|
750,000
|
|
|
|
2,587,500
|
|
|
|
|
|
|
|
3,337,500
|
|
Net investment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36,720
|
)
|
|
|
(36,720
|
)
|
Unrealized depreciation on
investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,225,000
|
)
|
|
|
(1,225,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
|
100
|
|
|
|
21,250,000
|
|
|
|
(13,812,500
|
)
|
|
|
(2,433,775
|
)
|
|
|
5,003,825
|
|
Partners capital
contributions
|
|
|
|
|
|
|
|
|
|
|
3,187,500
|
|
|
|
|
|
|
|
3,187,500
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,698,222
|
|
|
|
2,698,222
|
|
Realized loss on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,500,000
|
)
|
|
|
(3,500,000
|
)
|
Unrealized appreciation on
investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,975,000
|
|
|
|
3,975,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
|
|
100
|
|
|
|
21,250,000
|
|
|
|
(10,625,000
|
)
|
|
|
739,447
|
|
|
|
11,364,547
|
|
Partners capital
contributions
|
|
|
|
|
|
|
|
|
|
|
10,625,000
|
|
|
|
|
|
|
|
10,625,000
|
|
Distribution to partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,000,010
|
)
|
|
|
(5,000,010
|
)
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,330,406
|
|
|
|
2,330,406
|
|
Realized gain on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,977,109
|
|
|
|
5,977,109
|
|
Unrealized depreciation on
investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,552,800
|
)
|
|
|
(2,552,800
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2006
|
|
$
|
100
|
|
|
$
|
21,250,000
|
|
|
$
|
|
|
|
$
|
1,494,152
|
|
|
$
|
22,744,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-5
TRIANGLE
MEZZANINE FUND LLLP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
|
|
|
|
|
|
|
December 31,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2005
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
Cash flows from operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net
assets resulting from operations
|
|
$
|
(1,172,055
|
)
|
|
$
|
(1,261,720
|
)
|
|
$
|
3,173,222
|
|
|
$
|
1,439,309
|
|
|
$
|
5,754,715
|
|
Adjustments to reconcile net
increase (decrease) in net assets resulting from operations to
net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of portfolio investments
|
|
|
|
|
|
|
(20,407,365
|
)
|
|
|
(29,125,000
|
)
|
|
|
(20,500,000
|
)
|
|
|
(15,703,478
|
)
|
Repayments received/sales of
portfolio investments
|
|
|
|
|
|
|
|
|
|
|
12,202,510
|
|
|
|
5,499,034
|
|
|
|
9,870,607
|
|
Loan origination and other fees
received
|
|
|
61,000
|
|
|
|
580,000
|
|
|
|
1,083,600
|
|
|
|
662,421
|
|
|
|
474,795
|
|
Net realized (gain) loss on
investments
|
|
|
|
|
|
|
|
|
|
|
3,500,000
|
|
|
|
3,500,000
|
|
|
|
(5,977,109
|
)
|
Net unrealized (appreciation)
depreciation on investments
|
|
|
|
|
|
|
1,225,000
|
|
|
|
(3,975,000
|
)
|
|
|
(2,975,000
|
)
|
|
|
2,552,800
|
|
Paid-in-kind
interest accrued, net of payments received
|
|
|
|
|
|
|
(470,577
|
)
|
|
|
47,748
|
|
|
|
(299,789
|
)
|
|
|
(383,073
|
)
|
Amortization of deferred financing
fees
|
|
|
|
|
|
|
38,133
|
|
|
|
89,970
|
|
|
|
65,876
|
|
|
|
74,397
|
|
Recognition of loan origination and
other fees
|
|
|
(26,000
|
)
|
|
|
(77,721
|
)
|
|
|
(1,018,965
|
)
|
|
|
(578,877
|
)
|
|
|
(400,291
|
)
|
Accretion of loan discounts
|
|
|
|
|
|
|
(47,655
|
)
|
|
|
(93,272
|
)
|
|
|
(64,786
|
)
|
|
|
(119,593
|
)
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees receivable
|
|
|
|
|
|
|
(98,442
|
)
|
|
|
48,859
|
|
|
|
59,405
|
|
|
|
(50,172
|
)
|
Accounts payable and accrued
liabilities
|
|
|
10,000
|
|
|
|
(10,000
|
)
|
|
|
13,226
|
|
|
|
149
|
|
|
|
(13,226
|
)
|
Interest payable
|
|
|
|
|
|
|
230,372
|
|
|
|
335,696
|
|
|
|
(124,306
|
)
|
|
|
(414,494
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating
activities
|
|
|
(1,127,055
|
)
|
|
|
(20,299,975
|
)
|
|
|
(13,717,406
|
)
|
|
|
(13,316,564
|
)
|
|
|
(4,334,122
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under SBA guaranteed
debentures payable
|
|
|
|
|
|
|
17,700,000
|
|
|
|
14,100,000
|
|
|
|
14,100,000
|
|
|
|
|
|
Financing fees paid
|
|
|
|
|
|
|
(861,000
|
)
|
|
|
(352,500
|
)
|
|
|
(352,500
|
)
|
|
|
|
|
Partners capital contributions
|
|
|
4,100,100
|
|
|
|
3,337,500
|
|
|
|
3,187,500
|
|
|
|
3,187,500
|
|
|
|
10,625,000
|
|
Distribution to partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,000,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing
activities
|
|
|
4,100,100
|
|
|
|
20,176,500
|
|
|
|
16,935,000
|
|
|
|
16,935,000
|
|
|
|
5,624,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and
cash equivalents
|
|
|
2,973,045
|
|
|
|
(123,475
|
)
|
|
|
3,217,594
|
|
|
|
3,618,436
|
|
|
|
1,290,868
|
|
Cash and cash equivalents,
beginning of period
|
|
|
|
|
|
|
2,973,045
|
|
|
|
2,849,570
|
|
|
|
2,849,570
|
|
|
|
6,067,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of
period
|
|
$
|
2,973,045
|
|
|
$
|
2,849,570
|
|
|
$
|
6,067,164
|
|
|
$
|
6,468,006
|
|
|
$
|
7,358,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash
flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
|
|
|
$
|
109,000
|
|
|
$
|
1,208,000
|
|
|
$
|
1,201,000
|
|
|
$
|
1,793,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
F-6
TRIANGLE
MEZZANINE FUND LLLP
Schedule of Investments
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Principal
|
|
|
|
Fair
|
Portfolio Company
|
|
Industry
|
|
Investment(1)(2)
|
|
Amount
|
|
Cost
|
|
Value(3)
|
|
Non-Control / Non-Affiliate
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AirServ Corporation (81%)*
|
|
Airline Services
|
|
Subordinated Note
(12%, Due 06/09)
|
|
$
|
4,000,000
|
|
|
$
|
3,633,370
|
|
|
$
|
3,633,370
|
|
|
|
|
|
Common Stock
Warrants (1,148,218
shares)
|
|
|
|
|
|
|
414,285
|
|
|
|
414,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000,000
|
|
|
|
4,047,655
|
|
|
|
4,047,655
|
|
Americas Power Sports, Inc.
(51%)*
|
|
Automotive Retail
|
|
Subordinated Note
(18%, Due 02/09)
|
|
|
2,559,234
|
|
|
|
2,559,234
|
|
|
|
2,559,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,559,234
|
|
|
|
2,559,234
|
|
|
|
2,559,234
|
|
DataPath, Inc. (69%)*
|
|
Satellite Communication
Manufacturer
|
|
Subordinated Note
(18%, Due 09/09)
|
|
|
3,104,749
|
|
|
|
3,104,749
|
|
|
|
3,104,749
|
|
|
|
|
|
Common Stock
(1,483 shares)
|
|
|
|
|
|
|
350,000
|
|
|
|
350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,104,749
|
|
|
|
3,454,749
|
|
|
|
3,454,749
|
|
Flint Trading, Inc. (78%)*
|
|
Specialty Chemical
Manufacturer
|
|
Subordinated Note
(18%, Due 09/09)
|
|
|
3,570,972
|
|
|
|
3,570,972
|
|
|
|
3,570,972
|
|
|
|
|
|
Preferred Stock
(9,875 shares)
|
|
|
|
|
|
|
308,333
|
|
|
|
308,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,570,972
|
|
|
|
3,879,305
|
|
|
|
3,879,305
|
|
Respiratory Distributors, Inc.
(45%)*
|
|
Healthcare Products
Distributor
|
|
Subordinated Note
(12%, Due 10/08)
|
|
|
3,500,000
|
|
|
|
3,500,000
|
|
|
|
2,275,000
|
|
|
|
|
|
Common Stock
Warrants (41,177
shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,500,000
|
|
|
|
3,500,000
|
|
|
|
2,275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Non-Control /
Non-Affiliate Investments
|
|
|
|
|
|
|
16,734,955
|
|
|
|
17,440,943
|
|
|
|
16,215,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Genapure Corporation (70%)*
|
|
Lab Testing Services
|
|
Subordinated Note
(18%, Due 01/09)
|
|
|
3,234,654
|
|
|
|
3,234,654
|
|
|
|
3,234,654
|
|
|
|
|
|
Common Stock
(25,000 shares)
|
|
|
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,234,654
|
|
|
|
3,484,654
|
|
|
|
3,484,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Affiliate Investments
|
|
|
|
|
|
|
3,234,654
|
|
|
|
3,484,654
|
|
|
|
3,484,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments,
December 31, 2004 (394%)*
|
|
|
|
|
|
$
|
19,969,609
|
|
|
$
|
20,925,597
|
|
|
$
|
19,700,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Value as a percent of net assets |
|
(1)
|
|
All debt and preferred stock investments are income producing.
Common stock and all warrants are non-income producing. |
|
(2)
|
|
Interest rates on Subordinated debt includes cash interest rate
and
paid-in-kind
interest rate. |
|
(3)
|
|
All investments are restricted as to resale and were valued at
fair value as determined in good faith by the Board of Directors. |
See accompanying notes.
F-7
TRIANGLE
MEZZANINE FUND LLLP
Schedule of Investments
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Principal
|
|
|
|
Fair
|
Portfolio Company
|
|
Industry
|
|
Investment(1)(2)
|
|
Amount
|
|
Cost
|
|
Value(3)
|
|
Non-Control / Non-Affiliate
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AirServ Corporation (36%)*
|
|
Airline Services
|
|
Subordinated Note
(12%, Due 06/09)
|
|
$
|
4,000,000
|
|
|
$
|
3,703,854
|
|
|
$
|
3,703,854
|
|
|
|
|
|
Common Stock Warrants
(1,238,843 shares)
|
|
|
|
|
|
|
414,285
|
|
|
|
414,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000,000
|
|
|
|
4,118,139
|
|
|
|
4,118,139
|
|
Ambient Air Corporation (32%)*
|
|
Specialty Trade Contractors
|
|
Subordinated Note
(12%, Due 05/10)
|
|
|
2,543,478
|
|
|
|
2,529,878
|
|
|
|
2,529,878
|
|
|
|
|
|
Subordinated Note
(13%, Due 05/08)
|
|
|
1,153,044
|
|
|
|
1,139,444
|
|
|
|
1,139,444
|
|
|
|
|
|
Common Stock
Warrants (241 shares)
|
|
|
|
|
|
|
27,200
|
|
|
|
27,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,696,522
|
|
|
|
3,696,522
|
|
|
|
3,696,522
|
|
Art Headquarters, LLC (24%)*
|
|
Retail, Wholesale and Distribution
|
|
Subordinated Note
(14%, Due 01/10)
|
|
|
2,648,800
|
|
|
|
2,614,081
|
|
|
|
2,614,081
|
|
|
|
|
|
Membership unit warrants
(15% of units (150 units))
|
|
|
|
|
|
|
40,800
|
|
|
|
40,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,648,800
|
|
|
|
2,654,881
|
|
|
|
2,654,881
|
|
CV Holdings, LLC (37%)*
|
|
Specialty Healthcare Products
Manufacturer
|
|
Subordinated Note
(18%, Due 03/10)
|
|
|
4,168,354
|
|
|
|
4,168,354
|
|
|
|
4,168,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,168,354
|
|
|
|
4,168,354
|
|
|
|
4,168,354
|
|
DataPath, Inc. (26%)*
|
|
Satellite Communication Manufacturer
|
|
Common Stock
(1,483 shares)
|
|
|
|
|
|
|
350,000
|
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
350,000
|
|
|
|
3,000,000
|
|
Flint Trading, Inc.(34%)*
|
|
Specialty Chemical Manufacturer
|
|
Subordinated Note
(18%, Due 09/09)
|
|
|
3,570,972
|
|
|
|
3,570,972
|
|
|
|
3,570,972
|
|
|
|
|
|
Preferred Stock
(9,875 shares)
|
|
|
|
|
|
|
308,333
|
|
|
|
308,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,570,972
|
|
|
|
3,879,305
|
|
|
|
3,879,305
|
|
Garden Fresh Restaurant Corp. (31%)*
|
|
Restaurant
|
|
Subordinated Note
(12.8%, Due 12/11)
|
|
|
3,000,000
|
|
|
|
3,000,000
|
|
|
|
3,000,000
|
|
|
|
|
|
Membership Units
(5,000 units)
|
|
|
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000,000
|
|
|
|
3,500,000
|
|
|
|
3,500,000
|
|
Life is Good, Inc. (32%)*
|
|
Apparel Manufacturer and Distributor
|
|
Subordinated Note
(18.25%, Due 02/10)
|
|
|
1,075,006
|
|
|
|
1,069,956
|
|
|
|
1,069,956
|
|
|
|
|
|
Subordinated Note
(14%, Due 02/10)
|
|
|
2,536,452
|
|
|
|
2,531,402
|
|
|
|
2,531,402
|
|
|
|
|
|
Common Stock
Warrants (223 shares)
|
|
|
|
|
|
|
10,100
|
|
|
|
10,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,611,458
|
|
|
|
3,611,458
|
|
|
|
3,611,458
|
|
F-8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Principal
|
|
|
|
Fair
|
Portfolio Company
|
|
Industry
|
|
Investment(1)(2)
|
|
Amount
|
|
Cost
|
|
Value(3)
|
|
Numo Manufacturing, Inc. (24%)*
|
|
Consumer Products Manufacturer
|
|
Subordinated Note
(13%, Due 12/10)
|
|
|
2,700,000
|
|
|
|
2,700,000
|
|
|
|
2,700,000
|
|
|
|
|
|
Common Stock
Warrants (238 shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,700,000
|
|
|
|
2,700,000
|
|
|
|
2,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Non-Control /
Non-Affiliate Investments
|
|
|
|
|
|
|
27,396,106
|
|
|
|
28,678,659
|
|
|
|
31,328,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Genapure Corporation (5%)*
|
|
Lab Testing Services
|
|
Common Stock
(4,286 shares)
|
|
|
|
|
|
|
500,000
|
|
|
|
600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
600,000
|
|
Porters Group LLC (24%)*
|
|
Metal Fabrication
|
|
Subordinated Note
(12%, Due 06/10)
|
|
|
2,500,000
|
|
|
|
2,295,554
|
|
|
|
2,295,554
|
|
|
|
|
|
Membership Units
(980 units)
|
|
|
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
|
|
Membership Warrants
(3,750 Units)
|
|
|
|
|
|
|
221,153
|
|
|
|
221,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500,000
|
|
|
|
2,766,707
|
|
|
|
2,766,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Affiliate Investments
|
|
|
|
|
|
|
2,500,000
|
|
|
|
3,266,707
|
|
|
|
3,366,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARC Industries, LLC (21%)*
|
|
Remediation Services
|
|
Subordinated Note
(19%, Due 11/10)
|
|
|
2,273,245
|
|
|
|
2,273,245
|
|
|
|
2,273,245
|
|
|
|
|
|
Membership Units
(3,000 units)
|
|
|
|
|
|
|
175,000
|
|
|
|
175,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,273,245
|
|
|
|
2,448,245
|
|
|
|
2,448,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Control Investments
|
|
|
|
|
|
|
2,273,245
|
|
|
|
2,448,245
|
|
|
|
2,448,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments,
December 31, 2005 (326%)*
|
|
|
|
|
|
$
|
32,169,351
|
|
|
$
|
34,393,611
|
|
|
$
|
37,143,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Value as a percent of net assets |
|
(1)
|
|
All debt and preferred stock investments are income producing
with the exception of Numo Manufacturing, Inc. Preferred and
common stock and all warrants are non-income producing. |
|
(2)
|
|
Interest rates on Subordinated debt includes cash interest rate
and
paid-in-kind
interest rate. |
|
(3)
|
|
All investments are restricted as to resale and were valued at
fair value as determined in good faith by the Board of Directors. |
See accompanying notes.
F-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Principal
|
|
|
|
Fair
|
Portfolio Company
|
|
Industry
|
|
Investment(1)(2)
|
|
Amount
|
|
Cost
|
|
Value(3)
|
|
Non-Control / Non-Affiliate
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AirServ Corporation (18%)*
|
|
Airline Services
|
|
Subordinated Note
(12%, Due 06/09)
|
|
$
|
4,000,000
|
|
|
$
|
3,762,467
|
|
|
$
|
3,762,467
|
|
|
|
|
|
Common Stock Warrants
(1,238,843 shares)
|
|
|
|
|
|
|
414,285
|
|
|
|
414,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000,000
|
|
|
|
4,176,752
|
|
|
|
4,176,752
|
|
Ambient Air Corporation (18%)*
|
|
Specialty Trade Contractors
|
|
Subordinated Notes
(12%-13%, Due 03/09-03/11)
|
|
|
4,000,000
|
|
|
|
3,868,394
|
|
|
|
3,868,394
|
|
|
|
|
|
Common Stock Warrants
(455 shares)
|
|
|
|
|
|
|
142,361
|
|
|
|
142,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000,000
|
|
|
|
4,010,755
|
|
|
|
4,010,755
|
|
Art Headquarters, LLC (12%)*
|
|
Retail, Wholesale and Distribution
|
|
Subordinated Note
(14%, Due 01/10)
|
|
|
2,680,155
|
|
|
|
2,650,578
|
|
|
|
2,650,578
|
|
|
|
|
|
Membership unit warrants
(15% of units (150 units))
|
|
|
|
|
|
|
40,800
|
|
|
|
19,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,680,155
|
|
|
|
2,691,378
|
|
|
|
2,670,078
|
|
Assurance Operations Corporation
(17%)*
|
|
Auto Components / Metal Fabrication
|
|
Subordinated Note
(17%, Due 03/12)
|
|
|
3,594,509
|
|
|
|
3,594,509
|
|
|
|
3,594,509
|
|
|
|
|
|
Common Stock
(200 shares)
|
|
|
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,594,509
|
|
|
|
3,794,509
|
|
|
|
3,794,509
|
|
CV Holdings, LLC (21%)*
|
|
Specialty Healthcare Products
Manufacturer
|
|
Subordinated Note
(16%, Due 03/10)
|
|
|
4,612,292
|
|
|
|
4,612,292
|
|
|
|
4,612,292
|
|
|
|
|
|
Royalty rights
|
|
|
|
|
|
|
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,612,292
|
|
|
|
4,612,292
|
|
|
|
4,862,292
|
|
DataPath, Inc. (9%)*
|
|
Satellite Communication Manufacturer
|
|
Common Stock
(210,263 shares)
|
|
|
|
|
|
|
101,500
|
|
|
|
2,070,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101,500
|
|
|
|
2,070,000
|
|
Eastern Shore (4%)
Ambulance, Inc.
|
|
Specialty Health Care Services
|
|
Subordinated Note
(13%, Due 03/11)
|
|
|
1,000,000
|
|
|
|
946,881
|
|
|
|
946,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
Warrants (6% of common stock)
|
|
|
|
|
|
|
55,268
|
|
|
|
55,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
|
|
1,002,149
|
|
|
|
1,002,149
|
|
Fire Sprinkler Systems, Inc. (13%)*
|
|
Specialty Trade Contractors
|
|
Subordinated Notes
(13%-17.5%, Due 04/11)
|
|
|
2,690,484
|
|
|
|
2,690,484
|
|
|
|
2,690,484
|
|
|
|
|
|
Common Stock
(250 shares)
|
|
|
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,690,484
|
|
|
|
2,940,484
|
|
|
|
2,940,484
|
|
Flint Acquisition Corporation (19%)*
|
|
Specialty Chemical Manufacturer
|
|
Subordinated Note
(15%, Due 09/09)
|
|
|
3,765,639
|
|
|
|
3,765,639
|
|
|
|
3,765,639
|
|
|
|
|
|
Preferred Stock
(9,875 shares)
|
|
|
|
|
|
|
308,333
|
|
|
|
558,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,765,639
|
|
|
|
4,073,972
|
|
|
|
4,323,972
|
|
Garden Fresh Restaurant Corp. (15%)*
|
|
Restaurant
|
|
Subordinated Note
(12.8%, Due 12/11)
|
|
|
3,000,000
|
|
|
|
3,000,000
|
|
|
|
3,000,000
|
|
|
|
|
|
Membership Units
(5,000 units)
|
|
|
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000,000
|
|
|
|
3,500,000
|
|
|
|
3,500,000
|
|
Gerli & Company (13%)*
|
|
Specialty Woven Fabrics Manufacturer
|
|
Subordinated Note
(14%, Due 08/11)
|
|
|
3,036,833
|
|
|
|
2,962,581
|
|
|
|
2,962,581
|
|
|
|
|
|
Common Stock Warrants
(56,559 shares)
|
|
|
|
|
|
|
83,414
|
|
|
|
83,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,036,833
|
|
|
|
3,045,995
|
|
|
|
3,045,995
|
|
F-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Principal
|
|
|
|
Fair
|
Portfolio Company
|
|
Industry
|
|
Investment(1)(2)
|
|
Amount
|
|
Cost
|
|
Value(3)
|
|
Library Systems &
Services, LLC (9%)*
|
|
Municipal Business Services
|
|
Subordinated Note
(12%, Due 03/11)
|
|
|
2,000,000
|
|
|
|
1,947,791
|
|
|
|
1,947,791
|
|
|
|
|
|
Common Stock Warrants
(112 shares)
|
|
|
|
|
|
|
58,995
|
|
|
|
58,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000
|
|
|
|
2,006,786
|
|
|
|
2,006,786
|
|
Numo Manufacturing, Inc. (0%)*
|
|
Consumer Products Manufacturer
|
|
Subordinated Note
(13%, Due 12/10)
|
|
|
2,700,000
|
|
|
|
2,700,000
|
|
|
|
|
|
|
|
|
|
Common Stock Warrants
(238 shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,700,000
|
|
|
|
2,700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Non-Control /
Non-Affiliate Investments
|
|
|
|
|
|
|
37,079,912
|
|
|
|
38,656,572
|
|
|
|
38,403,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Axxiom Manufacturing,
Inc.(4)
(10%)*
|
|
Industrial Equipment Manufacturer
|
|
Subordinated Note
(14%, Due 01/11)
|
|
|
2,029,186
|
|
|
|
2,029,186
|
|
|
|
2,029,186
|
|
|
|
|
|
Common Stock
(34,100 shares)
|
|
|
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,029,186
|
|
|
|
2,229,186
|
|
|
|
2,229,186
|
|
Genapure Corporation (2%)*
|
|
Lab Testing Services
|
|
Common Stock
(4,286 shares)
|
|
|
|
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
500,000
|
|
Porters Group, LLC (14%)*
|
|
Metal Fabrication
|
|
Subordinated Note
(12%, Due 06/10)
|
|
|
2,455,000
|
|
|
|
2,277,542
|
|
|
|
2,277,542
|
|
|
|
|
|
Membership Units
(980 units)
|
|
|
|
|
|
|
250,000
|
|
|
|
343,050
|
|
|
|
|
|
Membership Warrants
(3,750 Units)
|
|
|
|
|
|
|
221,154
|
|
|
|
578,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,455,000
|
|
|
|
2,748,696
|
|
|
|
3,198,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Affiliate Investments
|
|
|
|
|
|
|
4,484,186
|
|
|
|
5,477,882
|
|
|
|
5,927,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARC Industries, LLC (11%)*
|
|
Remediation Services
|
|
Subordinated Note
(19%, Due 11/10)
|
|
|
2,396,803
|
|
|
|
2,396,803
|
|
|
|
2,396,803
|
|
|
|
|
|
Membership Units
(3,000 units)
|
|
|
|
|
|
|
175,000
|
|
|
|
175,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,396,803
|
|
|
|
2,571,803
|
|
|
|
2,571,803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Control Investments
|
|
|
|
|
|
|
2,396,803
|
|
|
|
2,571,803
|
|
|
|
2,571,803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments,
September 30, 2006 (206%)*
|
|
|
|
|
|
$
|
43,960,901
|
|
|
$
|
46,706,257
|
|
|
$
|
46,903,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Value as a percent of net assets |
|
(1)
|
|
All debt and preferred stock investments are income producing
with the exception of Numo Manufacturing, Inc. Common stock and
all warrants are non-income producing. |
|
(2)
|
|
Interest rates on Subordinated debt includes cash interest rate
and
paid-in-kind
interest rate. |
|
(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)
|
|
Does not include a warrant to purchase 1,000 shares of
Axxioms common stock which will be held by the Fund upon
completion of the formation transactions described in
Note 6. |
See accompanying notes.
F-11
TRIANGLE
MEZZANINE FUND LLLP
|
|
1.
|
Organization,
Basis of Presentation and Summary of Significant Accounting
Policies
|
The
Fund
Triangle Mezzanine Fund LLLP (the Existing
Fund) is a specialty finance limited liability limited
partnership formed to make investments primarily in middle
market companies located throughout the United States,
particularly in the Southeast. The Existing Funds term is
ten years from the date of formation (August 14,
2002) unless terminated earlier or extended in accordance
with provisions of the limited partnership agreement.
The general partner of the Existing Fund is Triangle Mezzanine,
LLC (General Partner). The General Partner has
selected Triangle Capital Partners, LLC as the manager of the
Existing Fund (the Management Company).
On September 11, 2003, the Existing Fund was licensed to
operate as a Small Business Investment Company (SBIC) under the
authority of the United States Small Business Administration
(SBA). As a SBIC, the Existing Fund is subject to a variety of
regulations concerning, among other things, the size and nature
of the companies in which it may invest and the structure of
those investments.
The Existing Fund intends to be regulated under the Investment
Company Act of 1940 (the 1940 Act) as a business
development company (BDC).
Basis
of Presentation
The financial statements of the Existing Fund include the
accounts of the Existing Fund. The Existing Fund does not
consolidate portfolio company investments.
Unaudited
Interim Results
The accompanying interim statements of operations and cash flows
for the nine months ended September 30, 2005 are unaudited.
The unaudited interim financial statements have been prepared on
the same basis as the annual financial statements and, in the
opinion of management, reflect all adjustments (which include
only normal recurring adjustments) necessary to present fairly
the Existing Funds results of operations and cash flows
for the nine months ended September 30, 2005. Interim
results at and for the nine months ended September 30,
2006, are not necessarily indicative of the results that may be
expected for the year ended December 31, 2006.
Significant
Accounting Policies
Rights
and Preferences of the Partners
Limited partners of the Existing Fund are not liable for
obligations of the Existing Fund. The management and operation
of the Existing Fund and the formation of investment policy is
vested exclusively in the General Partner. Limited partners take
no part in the control or management of the business or affairs
of the Existing Fund or vote on any matter relative to the
Existing Fund.
Allocations
and Distributions
Generally, cumulative net increase in net assets resulting from
operations is allocated to the partners in the following order:
first to the extent of the limited partners preferred
return, second to the General Partner until its allocation
equals 20.0% of the limited partners preferred return
divided by 80.0%, and third 80.0% to the limited partners and
20.0% to the General Partner of any remaining amounts. The
limited partners preferred return is an amount equal to
7.0%, compounded annually, of the partners net capital
contribution. Cumulative net losses are allocated to the
partners in proportion to their capital contributions.
F-12
TRIANGLE
MEZZANINE FUND LLLP
Notes to
Financial Statements (Continued)
Generally, distributions are allocated to the partners in the
following order: first to the extent of the income taxes imposed
on the partner with respect to income allocated to the partner,
second to each limited partner to the extent of the limited
partners preferred return, third to each partner to the
extent of contributed capital, fourth to the General Partner
until its allocation equals 20.0% of the cumulative
distributions, and fifth 80.0% to the limited partners and 20.0%
to the General Partner. Distributions are at the discretion of
the General Partner.
During July 2006 the Existing Fund distributed $5,000,010 in
cash to the General Partner and limited partners of the Existing
Fund.
Use of
Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
Valuation
of Investments
The Existing Fund invests primarily in debt and equity of
privately held companies for which market prices are not
available. Therefore, the Existing Fund values all of its
investments at fair value, as determined in good faith by the
General Partner. Due to the inherent uncertainty in the
valuation process, the General Partners estimate of fair
value may differ significantly from the values that would have
been used had a ready market for the securities existed, and the
differences could be material. 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.
Debt and equity securities that are not publicly traded and for
which a limited market does not exist are valued at fair value
as determined in good faith by the General Partner. There is no
single standard for determining fair value in good faith, as
fair value depends upon circumstances of each individual case.
In general, fair value is the amount that the Existing Fund
might reasonably expect to receive upon the current sale of the
security which, for investments that are less than nine months
old typically equates to the original cost basis unless there
has been significant over-performance or under-performance by
the portfolio company. In making the good faith determination of
the value of these securities, the Existing Fund starts with the
cost basis of the security, which includes the amortized
original issue discount, and payment-in-kind (PIK) interest, if
any. Management evaluates the investments in portfolio companies
using the most recent portfolio company financial statements and
forecasts. Management also consults with portfolio company
senior management to obtain further updates on the portfolio
companys performance, including information such as
industry trends, new product development and other operational
issues. In addition, when evaluating equity securities of
private companies, the Existing Fund considers common valuation
techniques used by qualified valuation professionals. These
valuation techniques consist of: valuation based on original
transaction multiples and the portfolio companys financial
performance, valuation of the securities based on recent sales
in comparable transactions, and a review of similar companies
that are publicly traded and the market multiple of their equity
securities. The Existing Fund also 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. The risk rating
system covers both qualitative and quantitative aspects of the
business and the securities held.
When originating a debt security, the Existing Fund will
sometimes receive warrants or other equity-related securities
from the borrower. The Existing Fund 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
discount on the loan from recordation of the warrant or other
equity instruments is accreted into interest income over the
life of the loan.
The Existing Fund engaged a third-party valuation firm to
participate in the valuation process by reviewing the portfolio
company valuations prepared by the Existing Fund.
F-13
TRIANGLE
MEZZANINE FUND LLLP
Notes to
Financial Statements (Continued)
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 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 valuation of the investments
and the cost basis of the investments.
Investment
Classification
In accordance with the provisions of the 1940 Act, the Existing
Fund classifies investments by level of control. As defined in
the 1940 Act, Control Investments are investments in
those companies that the Existing Fund is deemed to
Control. Affiliate Investments are
investments in those companies that are Affiliated
Companies of the Existing Fund, 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 Existing Fund is deemed to
control a company in which it has invested if the Existing Fund
owns more than 25.0% of the voting securities of such company or
has greater than 50.0% representation on its board. The Existing
Fund is deemed to be an affiliate of a company in which the
Existing Fund has invested if it owns between 5.0% and 25.0% of
the voting securities of such company.
Cash
and Cash Equivalents
The Existing Fund considers all highly liquid investments with
an original maturity of three months or less at the date of
purchase to be cash and cash equivalents.
Deferred
Financing Fees
Costs incurred to obtain long-term debt are capitalized and are
amortized over the term of the debt agreements using the
effective interest method.
Income
Taxes
No provision for income taxes is included in the financial
statements because all income, deductions, gains, losses, and
credits are reported in the tax returns of the partners.
Organization
Expenses
Organization expenses, totaling approximately $165,000, were
expensed in 2003.
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. The Existing Fund will stop accruing interest on
investments and write off any previously accrued and uncollected
interest when it is determined that interest is no longer
collectible. Dividend income is recorded on the ex-dividend date.
Fee
Income
Loan origination, facility, commitment, consent and other
advance fees received on loan agreements are recorded as
deferred income and recognized as income over the term of the
loan. Loan prepayment penalties are recorded into income when
received. Any previously deferred fees are immediately recorded
into income upon prepayment of the related loan.
F-14
TRIANGLE
MEZZANINE FUND LLLP
Notes to
Financial Statements (Continued)
Payment
in Kind Interest
The Existing Fund holds loans in its portfolio that contain a
payment-in-kind
(PIK) interest provision. The PIK interest, computed
at the contractual rate specified in each loan agreement, is
added to the principal balance of the loan and is recorded as
interest income. Thus the actual collection of this interest
generally occurs at the time of loan principal repayment. The
Existing Fund stops accruing PIK interest and writes off any
accrued and uncollected interest when it is determined that PIK
interest is no longer collectible.
Management
Fee
The Management Company, a related party, is majority owned by
three managing directors of the Existing Fund and is responsible
for most of the routine operating expenses of the Existing Fund.
The Management Company is entitled to a quarterly management
fee, which, under the Existing Funds partnership
agreement, is payable at an annual rate of 2.5% of total
aggregate subscriptions of all institutional partners and
capital available from the SBA. Payments of the management fee
are made quarterly in advance. Certain direct expenses such as
legal, audit, tax and limited partner expense are the
responsibility of the Existing Fund. The management fee for the
years ended December 31, 2003, 2004 and 2005 and nine
months ended September 30, 2005 and 2006 was $1,048,051,
$1,563,747, $1,573,602, $1,179,850, and $1,190,632 respectively.
Segments
The Company lends to and invests in customers in various
industries. The Existing Fund separately evaluates the
performance of each of its lending and investment relationships.
However, because each of these loan and investment relationships
has similar business and economic characteristics, they have
been aggregated into a single lending and investment segment.
All applicable segment disclosures are included in or can be
derived from the Existing Funds financial statements.
Concentration
of Credit Risk
The Existing Funds investees are generally lower
middle-market companies in a variety of industries. At
December 31, 2004, December 31, 2005, and
September 30, 2006, the Company had six, five and one
investments that were greater than 10.0% of the total investment
portfolio that represented approximately 100.0%, 52.0% and
10.0%, respectively, of the total investment 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 investees.
The Existing Funds investments carry a number of risks
including, but not limited to: 1) investing in lower middle
market companies which have a limited operating history and
financial resources; 2) investing in senior subordinated
debt which ranks equal to or lower than debt held by other
investors; 3) 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.
Recently
Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board
(FASB) issued FASB Statement No. 123 (revised 2004),
Share Based Payment (SFAS 123R). Generally, the
approach in SFAS 123R is similar to the approach described
in SFAS 123; however, SFAS 123R requires all
share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on
their fair values. Pro forma disclosure is no longer an
alternative.
F-15
TRIANGLE
MEZZANINE FUND LLLP
Notes to
Financial Statements (Continued)
When the Existing Fund issues share-based payment awards in the
future, the adoption of SFAS 123Rs fair value method
may result in significant non-cash charges which will increase
reported operating expenses; however, it will have no impact on
cash flows. The impact of adoption of SFAS 123R cannot be
predicted at this time because it will depend on the level of
share-based payments granted in the future.
In February 2006, the FASB issued FASB Statement No. 155,
Accounting for Certain Hybrid Financial Instruments an
amendment of FASB Statements No. 133 and 140. The
Existing Fund plans to adopt this statement for the fiscal year
ending December 31, 2006. Management does not believe the
adoption of this statement will have a material impact on its
financial position, results of operations or cash flows.
The Existing Fund entered into a commitment with a bank in March
2004, consisting of a $4,000,000 revolving line of credit, which
expires January 13, 2007. At December 31, 2004 and
2005, there were no outstanding borrowings under the line of
credit. The Existing Fund terminated the line of credit in
August, 2006.
As part of the Existing Funds operating strategy as a
licensed SBIC, the Existing Fund has the following debentures
outstanding guaranteed by the SBA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prioritized
|
|
|
December 31,
|
|
|
September 30,
|
|
Issuance Date
|
|
Maturity Date
|
|
|
Return Rate
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
September 22, 2004
|
|
|
September 1, 2014
|
|
|
|
5.539
|
%
|
|
$
|
8,700,000
|
|
|
$
|
8,700,000
|
|
|
$
|
8,700,000
|
|
March 23, 2005
|
|
|
March 1, 2015
|
|
|
|
5.893
|
%
|
|
|
9,000,000
|
|
|
|
13,600,000
|
|
|
|
13,600,000
|
|
September 28, 2005
|
|
|
September 1, 2015
|
|
|
|
5.796
|
%
|
|
|
|
|
|
|
9,500,000
|
|
|
|
9,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
17,700,000
|
|
|
$
|
31,800,000
|
|
|
$
|
31,800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payments are payable semi-annually. There are no
principal payments required on these issues prior to maturity.
All debentures are subject to prepayment penalties. The SBA has
provided a commitment of up to $41,850,000 of which $10,050,000
remains unused by the Existing Fund as of September 30,
2006. The Existing Fund pays a one-time 1.0% fee on the total
commitment from the SBA and a one-time 2.5% fee 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 debentures as of December 31,
2004, 2005 and September 30, 2006, was 5.719%, 5.767% and
5.767%, respectively.
Summaries of the composition of the Existing Funds
investment portfolio at cost and fair value as a percentage of
total investments are shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt
|
|
|
94
|
%
|
|
|
91
|
%
|
|
|
93
|
%
|
Equity
|
|
|
4
|
|
|
|
7
|
|
|
|
5
|
|
Equity warrants
|
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
Royalty rights
|
|
|
|
|
|
|
|
|
|
|
|
|
F-16
TRIANGLE
MEZZANINE FUND LLLP
Notes to
Financial Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt
|
|
|
93
|
%
|
|
|
85
|
%
|
|
|
86
|
%
|
Equity
|
|
|
5
|
|
|
|
13
|
|
|
|
10
|
|
Equity warrants
|
|
|
2
|
|
|
|
2
|
|
|
|
3
|
|
Royalty rights
|
|
|
|
|
|
|
|
|
|
|
1
|
|
The Existing Fund invests in portfolio companies in the Unites
States with an emphasis on the southeast United States. The
following table shows the portfolio composition by geographic
location at cost and fair value as a percentage of total
investments. The geographic composition is determined by the
location of the corporate headquarters of the portfolio company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast
|
|
|
100
|
%
|
|
|
62
|
%
|
|
|
55
|
%
|
Non-Southeast
|
|
|
|
|
|
|
38
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
September 30,
|
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast
|
|
|
100
|
%
|
|
|
62
|
%
|
|
|
60
|
%
|
Non-Southeast
|
|
|
|
|
|
|
38
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2005
|
|
|
2006
|
|
|
Net assets at end of period
|
|
$
|
2,928,045
|
|
|
$
|
5,003,825
|
|
|
$
|
11,364,547
|
|
|
$
|
9,630,634
|
|
|
$
|
22,744,252
|
|
Ratio of total expenses to average
net assets
|
|
|
107
|
%
|
|
|
40
|
%
|
|
|
43
|
%
|
|
|
34
|
%
|
|
|
14
|
%
|
Ratio of net investment income
(loss) to average net assets
|
|
|
(104
|
)%
|
|
|
(1
|
)%
|
|
|
35
|
%
|
|
|
28
|
%
|
|
|
12
|
%
|
Ratio of total capital called to
total capital commitments
|
|
|
20
|
%
|
|
|
35
|
%
|
|
|
50
|
%
|
|
|
50
|
%
|
|
|
100
|
%
|
Portfolio turnover ratio
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
39
|
%
|
|
|
19
|
%
|
|
|
9
|
%
|
Portfolio
Investments
Subsequent to September 30, 2006, the Existing Fund made
the following additional investments:
On October 4, 2006, the Existing Fund made a
$1.5 million subordinated debt investment in Bruce
Plastics, Inc., a plastic injection molding company based in
Pittsburgh, Pennsylvania. Under the terms of the loan, the
portfolio company will pay 14.0% current interest per annum and
has the option to increase its debt by $1.0 million under
specific circumstances. The Existing Fund also received a
warrant to purchase up to 12.0% of the companys common
stock.
F-17
TRIANGLE
MEZZANINE FUND LLLP
Notes to
Financial Statements (Continued)
On November 3, 2006, the Existing Fund increased its investment
in AirServ Corporation by investing an additional $225,000 in
subordinated debt, increasing its total investment basis to $4.2
million.
On November 3, 2006, the Existing Fund purchased $30,000 of
common stock in Eastern Shore Ambulance, Inc.
New
Entity Formation (unaudited)
On October 10, 2006 a newly organized corporation, Triangle
Capital Corporation, was formed for the purpose of acquiring the
Existing Fund, raising capital in an initial public offering and
thereafter operating as an internally managed business
development company under the 1940 Act.
At the closing of the initial public offering, the following
formation transactions will be consummated:
|
|
|
|
|
Triangle Capital Corporation will acquire 100% of the limited
partnership interests in the Existing Fund, which will become
Triangle Capital Corporations wholly owned subsidiary,
retain its SBIC license, continue to hold its existing
investments and make new investments with the proceeds of the
offering.
|
|
|
|
Triangle Capital Corporation will acquire 100% of the equity
interests in Triangle Mezzanine LLC, the general partner of the
Existing Fund.
|
After completion of the offering, the merged entity will operate
as a closed-end, non-diversified investment company that will
elect to be treated as a BDC under the 1940 Act. The
Company will be internally managed by its executive officers
(previously employed by the management company) under the
supervision of the board of directors. Therefore, the Company
will not pay management or advisory fees, but instead will incur
the operating costs associated with employing executive
management, investment and portfolio management professionals.
The Company plans to adopt, effective upon consummation of the
offering, an Equity Incentive Plan whereby the Compensation
Committee of the board of directors may award stock options,
restricted stock or other stock based incentive awards to
executive officers, employees and directors.
There can be no assurance that the offering will be completed.
In December 2006, Triangle Capital Corporation issued to
Triangle Capital Partners, LLC 30,000 shares of common stock.
F-18
Until
(25 days after the date of this prospectus), all dealers
that buy, sell or trade our common stock, whether or not
participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers obligation
to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
Shares
Common
Stock
PROSPECTUS
Morgan
Keegan & Company, Inc.
BB&T
Capital Markets
A Division of Scott & Stringfellow, Inc.
Avondale Partners
Sterne, Agee & Leach, Inc.
,
2007
PART C
Other
Information
|
|
Item 25
|
Financial
Statements And Exhibits
|
(1) Financial Statements
The following financial statements of Triangle Mezzanine Fund
LLLP are included in Part A of this Registration Statement:
|
|
|
|
|
|
|
Page
|
|
Report of Independent Registered
Public Accounting Firm
|
|
|
F-2
|
|
Balance Sheets
December 31, 2004 and 2005 and September 30, 2006
|
|
|
F-3
|
|
Statements of
Operations For the Years Ended December 31,
2003, 2004 and 2005, the Nine Months Ended September 30,
2006 and the Nine Months Ended September 30, 2005
(unaudited)
|
|
|
F-4
|
|
Statements of Changes in
Partners Capital For the Years Ended
December 31, 2003, 2004 and 2005 and the Nine Months Ended
September 30, 2006
|
|
|
F-5
|
|
Statements of Cash
Flows For the Years Ended December 31, 2003,
2004 and 2005, the Nine Months Ended September 30, 2006 and
the Nine Months Ended September 30, 2005 (unaudited)
|
|
|
F-6
|
|
Schedule of Investments at
December 31, 2004 and 2005 and September 30, 2006
|
|
|
F-7
|
|
Notes to Financial Statements
|
|
|
F-12
|
|
(2) Exhibits
|
|
|
(a)(1)
|
|
Articles of Incorporation of the
Registrant*
|
(a)(2)
|
|
Articles of Amendment to the
Registrants Articles of Incorporation
|
(a)(3)
|
|
Form of Articles of Amendment and
Restatement of the Registrant
|
(b)
|
|
Amended and Restated Bylaws of the
Registrant
|
(c)
|
|
Not Applicable
|
(d)
|
|
Form of Common Stock Certificate**
|
(e)
|
|
Form of Dividend Reinvestment Plan
|
(f)(1)
|
|
Debentures guaranteed by the SBA**
|
(f)(2)
|
|
Debentures guaranteed by the SBA**
|
(g)
|
|
Not Applicable
|
(h)
|
|
Form of Underwriting Agreement**
|
(i)(1)
|
|
Equity Incentive Plan**
|
(j)
|
|
Custodian Agreement**
|
(k)(1)
|
|
Brokerage and Servicing Agreement**
|
(k)(2)
|
|
Form of Employment Agreement
between the Registrant and Garland S. Tucker, III**
|
(k)(3)
|
|
Form of Employment Agreement
between the Registrant and Brent P.W. Burgess**
|
(k)(4)
|
|
Form of Employment Agreement
between the Registrant and Steven C. Lilly**
|
(k)(5)
|
|
Form of Employment Agreement
between the Registrant and Tarlton H. Long**
|
(k)(6)
|
|
Form of Employment Agreement
between the Registrant and David F. Parker**
|
(k)(7)
|
|
Agreement and Plan of Merger,
dated as of November 2, 2006, by and among Triangle Capital
Corporation, New Triangle GP, LLC, and Triangle Mezzanine LLC*
|
(k)(8)
|
|
Agreement and Plan of Merger,
dated as of November 2, 2006, by and among Triangle Capital
Corporation, TCC Merger Sub, LLC and Triangle Mezzanine Fund
LLLP*
|
(k)(9)
|
|
Amended and Restated Agreement of
Limited Partnership of Triangle Mezzanine Fund LLLP**
|
(l)
|
|
Opinion and Consent of Counsel
|
C-1
|
|
|
(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
|
(o)
|
|
Not Applicable
|
(p)
|
|
Subscription and Investment Letter
Agreement between the Registrant and Garland S. Tucker III*
|
(q)
|
|
Not Applicable
|
(r)
|
|
Code of Ethics**
|
|
|
|
** |
|
To be filed by pre-effective amendment. |
|
|
Item 26.
|
Marketing
Arrangements
|
The information contained under the heading
Underwriting in this Registration Statement is
incorporated herein by reference.
|
|
Item 27.
|
Other
Expenses Of Issuance And Distribution
|
|
|
|
|
|
SEC registration fee
|
|
$
|
6,460
|
|
Nasdaq Global Market listing fee
|
|
$
|
100,000
|
(1)
|
NASD filing fee
|
|
$
|
6,250
|
(1)
|
Accounting fees and expenses
|
|
$
|
*
|
|
Legal fees and expenses
|
|
$
|
*
|
|
Printing and engraving
|
|
$
|
*
|
|
Miscellaneous fees and expenses
|
|
$
|
*
|
|
Total
|
|
$
|
*
|
|
(1) These amounts are estimates.
* To be provided by amendment.
All of the expenses set forth above shall be borne by the
Registrant.
|
|
Item 28.
|
Persons
Controlled By Or Under Common Control
|
Triangle Mezzanine Fund LLLP, a North Carolina limited liability
limited partnership, is controlled by its general partner,
Triangle Mezzanine LLC, a North Carolina limited liability
company, which is controlled by our executive officers and
interested directors. Prior to this offering, Triangle Capital
Partners, LLC, a North Carolina limited liability company, has
acted as Triangle Mezzanine Fund LLLPs registered
investment adviser and is controlled by certain members of our
senior management team. As of November 1, 2006, Garland S.
Tucker III, our Chairman, Chief Executive Officer and President
owned 100 shares of common stock of the Registrant, representing
100% of the common stock outstanding.
|
|
Item 29.
|
Number Of
Holders Of Securities
|
The following table sets forth the number of record holders of
the Registrants capital stock at November 1, 2006.
|
|
|
|
|
Number of
|
Title of Class
|
|
Record Holders
|
|
Common stock, $0.001 par value
|
|
1
|
C-2
Maryland law permits a Maryland corporation to include in its
articles of incorporation 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 articles of incorporation contain 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 articles of incorporation authorize 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, real
estate investment trust, 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 which such person may become subject or which such
person may incur by reason of his or her service in any such
capacity.
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, real estate investment
trust, 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 provide
that, to the maximum extent permitted by Maryland law, with the
approval of our board of directors and provided that certain
conditions described in our bylaws are met, we may pay certain
expenses incurred by any such indemnified person in advance of
the final disposition of a proceeding upon receipt of an
undertaking by or on behalf of such indemnified person to repay
amounts we have so paid if it is ultimately determined that
indemnification of such expenses is not authorized under our
bylaws.
Maryland law requires a corporation (unless its articles of
incorporation provide otherwise, which our articles of
incorporation do 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.
As of the date of the completion of this offering, the
Registrant will have 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.
The Registrant has agreed to indemnify the several underwriters
against specific liabilities, including liabilities under the
Securities Act of 1933.
C-3
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Item 31.
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Business
And Other Connections Of Investment Adviser
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Not Applicable
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Item 32.
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Location
Of Accounts And Records
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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 3600 Glenwood Avenue,
Suite 104, Raleigh, North Carolina 27612.
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Item 33.
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Management
Services
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Not Applicable
1. We hereby undertake to suspend the offering of shares
until the prospectus is amended if 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.
2. We hereby undertake that for the purpose of determining
liability of the Registrant under the Securities Act to any
purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering
of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to the purchaser:
(a) any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 497 under the Securities Act;
(b) the portion of any advertisement pursuant to
Rule 482 under the Securities Act relating to the offering
containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned
Registrant; and
(c) any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
3. We hereby undertake that:
(a) for the purpose of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by us under Rule 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(b) for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
C-4
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 Pre-Effective Amendment No. 1 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Raleigh, State of North Carolina, on December 29, 2006.
TRIANGLE CAPITAL CORPORATION
/s/ Garland
S. Tucker, III
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By:
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Garland S. Tucker, III
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President, Chief Executive Officer & Chairman of the
Board of Directors
POWER OF
ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on
Form N-2
has been signed below by the following persons in the capacities
and on the dates indicated:
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Signature
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Title
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Date
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/s/ Garland
S.
Tucker, III
Garland
S. Tucker, III
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President, Chief Executive Officer
and Chairman of the Board (Principal Executive Officer)
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December 29, 2006
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*
Steven
C. Lilly
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Chief Financial Officer,
Treasurer, Secretary and Director (Principal Financial Officer)
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December 29, 2006
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*
Brent
P. W. Burgess
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Chief Investment Officer and
Director
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December 29, 2006
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*By:
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/s/
Garland
S. Tucker, III, Attorney-in-Fact
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C-5