N-2/A: Initial filing of a registration statement on Form N-2 for closed-end investment companies
Published on February 5, 2007
As filed with the Securities and Exchange Commission on
February 5, 2007
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
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment
No. 3
Post-Effective Amendment
No.
Triangle Capital Corporation
(Exact name of registrant as
specified in charter)
FORM N-5
REGISTRATION STATEMENT OF
SMALL BUSINESS
INVESTMENT COMPANY
UNDER
THE SECURITIES ACT OF
1933
AND
THE INVESTMENT COMPANY ACT OF
1940
Amendment
No. 1
Triangle Mezzanine Fund
LLLP
(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:
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 |
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 |
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).
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.
EXPLANATORY
NOTE:
This Pre-Effective Amendment No. 3 to the Registration
Statement on
Form N-2
for Triangle Capital Corporation and Amendment No. 1 to the
Registration Statement on
Form N-5
for Triangle Mezzanine Fund LLLP is being filed solely to
correct an EDGAR conversion error. Specifically, the EDGAR
filing agent inadvertently omitted the signature page from the
Registration Statement on
Form N-5
for Triangle Mezzanine Fund LLLP from the previous filing.
Accordingly, we have filed this amendment to include the
signature page to the Registration Statement on
Form N-5.
No other changes are being made to the
Form N-2
or
Form N-5
by means of this amendment.
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* |
* | Previously filed | |
** | 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 December 31, 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 December 31, 2006.
Number of |
||
Title of Class
|
Record Holders
|
|
Common stock, $0.001 par value | 1 |
C-2
Item 30. | Indemnification |
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
Item 31. | Business And Other Connections Of Investment Adviser |
Not Applicable
Item 32. | Location Of Accounts And Records |
All accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act
of 1940, and the rules thereunder are maintained at the
Registrants offices at 3600 Glenwood Avenue,
Suite 104, Raleigh, North Carolina 27612.
Item 33. | Management Services |
Not Applicable
Item 34. | Undertakings |
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.
4. Subject to the terms and conditions of
Section 15(d) of the Securities and Exchange Act of 1934,
the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and
periodic information, documents and reports as may be prescribed
by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that
section.
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. 3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Raleigh, State of North Carolina, on February 5,
2007.
TRIANGLE CAPITAL CORPORATION
/s/ Garland
S. Tucker, III
By: | Garland S. Tucker, III |
President, Chief Executive Officer & Chairman of the
Board of Directors
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature
appears below hereby constitutes and appoints Garland S. Tucker,
III and Steven C. Lilly his true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement and any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended,
and to file the same, with the Securities and Exchange
Commission, granting unto said
attorney-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said
attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on
Form N-2
has been signed below by the following persons in the capacities
and on the dates indicated:
Signature
|
Title
|
Date
|
||||
/s/ Garland
S.
Tucker, III
Garland S. Tucker, III |
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | February 5, 2007 | ||||
*
Steven C. Lilly |
Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer) | February 5, 2007 | ||||
*
Brent P. W. Burgess |
Chief Investment Officer and Director | February 5, 2007 | ||||
*
W. McComb Dunwoody |
Director | February 5, 2007 | ||||
*
Thomas M. Garrott, III |
Director | February 5, 2007 |
C-5
Signature
|
Title
|
Date
|
||||
*
Benjamin S. Goldstein |
Director | February 5, 2007 | ||||
*
Sherwood H. Smith, Jr. |
Director | February 5, 2007 | ||||
*
Simon B. Rich, Jr. |
Director | February 5, 2007 | ||||
*By: |
/s/ Garland
S. Tucker,
III
Garland S. Tucker, III, Attorney-in-Fact |
C-6
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 Amendment No. 1 to this registration statement on Form N-5 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, and the State of North
Carolina, on February 5, 2007.
TRIANGLE MEZZANINE FUND LLLP
By: | TRIANGLE MEZZANINE LLC, its General Partner |
By: |
/s/ Garland
S. Tucker, III
|
Name: | Garland S. Tucker, III |
Title: | Manager |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form N-5 has been signed by the
following persons in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||||
/s/ Garland
S. Tucker, III
Garland S. Tucker, III |
Manager (Principal Executive Officer) of the General Partner | February 5, 2007 | ||||
/s/ Steven
C. Lilly
Steven C. Lilly |
Manager (Principal Financial Officer and Principal Accounting Officer) of the General Partner | February 5, 2007 |
C-7