From: Boehm, Steven
Sent: Monday, January 29, 2007 7:30 PM
To: pfordter@sec.gov; rupertk@sec.gov; distefanov@sec.gov
Subject: Triangle
Gentlemen:
Per my earlier email, attached please find a letter responding to the issues raised during our
discussion on Friday of the pending registration statement for Triangle Capital Corporation.
I look forward to discussing this matter with you at your earliest convenience.
Many thanks.
Steve
Steven B. Boehm
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
Steven.Boehm@sablaw.com
202.383.0176 phone
202.637.3593 fax
202.489.8607 cell
<<WO_689297_1.PDF>>
CIRCULAR 230 DISCLOSURE: To comply with Treasury
Department regulations, we inform you that, unless
otherwise expressly indicated, any tax advice contained in
this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the
purpose of (i) avoiding penalties that may be imposed under
the Internal Revenue Code or any other applicable tax law,
or (ii) promoting, marketing or recommending to another
party any transaction, arrangement, or other matter.
The information contained in this message from Sutherland
Asbill & Brennan LLP and any attachments are confidential
and intended only for the named recipient(s). If you have
received this message in error, you are prohibited from
copying, distributing or using the information. Please
contact the sender immediately by return email and delete
the original message.
|
|
|
|
|
1275 Pennsylvania Avenue, NW |
|
|
Washington, DC 20004-2415
202.383.0100
fax 202.637.3593
www.sablaw.com |
STEVEN
B. BOEHM
DIRECT LINE: 202.383.0176
Internet: steven.boehm@sablaw.com
January 29, 2007
VIA EDGAR AND HAND DELIVERY
Richard Pfordte, Esq.
Mr. Kevin Rupert
Vincent Di Stefano, Esq.
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0504
|
|
|
Re:
|
|
Triangle Capital Corporation |
|
|
Registration Statement on Form N-2 |
|
|
File No. 333-138418 |
Dear
Messrs. Pfordte, Rupert and Di Stefano:
On January 26, 2006, we received additional comments from you by telephone on the
Registration Statement on Form N-2, File
No. 333-138418 (Registration Statement) for Triangle
Capital Corporation (the Company or the BDC). Set forth below are the Companys responses to
your comments.
COMMENT 1: It appears that the Company is issuing the members of the general partner
(GP) of Triangle Mezzanine Fund, LLLP (the SBIC) $7.5M of the Companys common stock as
compensation for their services. Explain why the issuance of the $7.5M of stock to the
members of the GP is not in violation of Section 23(a) of the Investment Company Act of 1940
(the 1940 Act), as well as Section 23(b), as interpreted in the 1961 Release and the Big
Apple no action letter. Explain how the $7.5M valuation of the GP Interests was calculated.
RESPONSE: The proposed transaction does not violate Section 23(a) or (b), or any other
provision of the 1940 Act. In relevant part, Section 23(a) prohibits a closed-end investment
company (and, by reason of Section 63, a BDC) from issuing its securities for services, or for
property other than cash or securities, except in connection with a reorganization. In the
proposed transaction (the Reorganization), the Company will issue its securities to the
Limited Partners of the SBIC (the LPs) and the members of the GP to acquire 100% of the
outstanding equity interests in the ongoing business of the SBIC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlanta
|
|
§
|
|
Austin
|
|
§ |
|
Houston
|
|
§
|
|
New York
|
|
§
|
|
Tallahassee
|
|
§
|
|
Washington, DC |
Letter to SEC
January 29, 2007
Page 2 of 10
The Company is purchasing more than merely assets in the form of the SBIC and its
investment portfolio. It is acquiring an established and ongoing specialty finance
business, which includes an established and successful management team. That management
team built the SBICs infrastructure more than three years ago, identified and structured
the SBICs investments, will monitor those investments and work with the portfolio
companies to maximize the value of those investments, will determine when and under what
circumstances to dispose of those investments, and will make, manage and dispose of other
investments in the future. The GP also procured the valuable SBIC license, which enables
access to the SBAs highly favorable leverage program, which license the Company will
effectively acquire in the Reorganization.
The terms of the Reorganization reflect an arms length transaction between sophisticated
parties the GP on the one hand and the LPs (approximately 97.5% of the SBICs committed
capital comes from commercial banks) on the other. As with the sale of most businesses, the
sale of the SBIC will not occur at book value (or net asset value). Successful businesses
regularly sell at multiples, often significant multiples, of book value. These multiples
reflect the fact that the book value, which is approximately the liquidation value of the
SBICs assets, fails to adequately capture the value of a successful operating company as
an ongoing business. In this case, both immediately prior to and immediately after the
Companys IPO, the value of the assets that the Company will hold (through its SBIC
subsidiary) will be approximately $22.744 million (per the 9/30/2006 audited balance
sheet). The proposed $15 per share IPO price will, however, value the Company at
approximately $28.75 million. This will reflect approximately a 1.26x multiple to book
value, which is somewhat lower than the multiples to book value that the market currently
assigns to other BDCs.
Investors in the Company might be willing to pay a 1.26x multiple to the net asset value for
any number of reasons. They are free to decide that is a reasonable amount to pay for the
anticipated periodic distributions from the Company, especially when combined with the
potential for gain embedded in the equity and equity-related securities held by the Company.
They may believe the Companys strong management team will use the proceeds of the public
offering, as well as the SBA leverage available to the Company (through the SBIC), to make
other investments that also will provide debt and equity returns justifying a 1.26x multiple
to net asset value. And they may believe, based on trading patterns of comparable BDCs and
similar entities that trade at multiples in excess of 1.26x to net asset value, that
purchasing the Companys shares at a 1.26x multiple to
Letter to SEC
January 29, 2007
Page 3 of 10
net asset value in the IPO will provide the opportunity for trading gains if in the future
the Companys shares trade at a multiple of net asset value that is greater than
1.26x.1
There is no authority that prohibits the GP from receiving the shares proposed to be issued
to them in the Reorganization. The Commission first addressed the question of the sale of
common stock to the public at a price substantially in excess of a stocks net asset value
in Investment Company Act of 1940 Release. No. 3187 (Feb. 8, 1961) (the Release). There,
the Commission was concerned that the higher offering price was principally to benefit the
promoters by the resultant increase in the net asset value of their shares from the IPO.
The Commission then added that unless some other and more legitimate purpose . . . can be
shown . . . public offerings at such prices may not lawfully be made under the [1940 Act].
In
Big Apple Capital
Corp.,2 the Staff applied the Release to a newly organized BDC selling
its shares to its organizers in contemplation of a public offering at a higher price per
share. Specifically, the promoters subscribed for 4,250,000 shares of the BDCs common
stock at $0.05 per share. The purported purpose of their investment was to raise funds to
finance the Companys organization and the SEC registration of the IPO. The sale to the
promoters was to be followed by a public offering of 4,000,000 shares at a price of $1.00
per share, a 2000% multiple to the price paid by the promoters. In that case, where the
only efforts of the promoters was to finance the organization of the BDC immediately prior
to its IPO, the Staff considered the private sales to violate various provisions of the
1940 Act.
We believe that Big Apple exemplifies the precise type of factual scenario anticipated, and
sought to be prohibited, by the Release. That scenario is clearly not analogous to the
present one. Rather, the circumstances of the Reorganization here are nearly directly
on-point with those of Enervest Capital, Incorporated3 There, the Staff took a
no-action position where an SBIC was to be taken public approximately three years after its
organization, at a time when its common stock was held by 36 shareholders. During the
period of its operation, the company made a number of investments as well as commitments to
provide additional capital. The shares of common stock of Enervest to
|
|
|
1 |
|
From an accounting standpoint in the N-2 filing, the Company made the decision to
provide prospective investors with audited financial statements for the SBIC as of and for the
period ended September 30, 2006. Within the scope of this audit was third party valuation
assistance provided by Duff & Phelps of 100% of our portfolio (17 companies as of September 30,
2006). The Companys effort to present the highest quality financial and valuation information
possible compares favorably to the fact that a number of publicly held BDCs use no third-party
valuation assistance whatsoever. As a result, the Reorganization is different from other
transactions that the Staff might see on a more routine basis in that potential investors have
already been provided audited results in the N-2 filing for every period since the funds
inception. |
|
2 |
|
Pub. avail. May 6, 1982. |
|
3 |
|
Pub. avail. Feb. 18, 1981. |
Letter to SEC
January 29, 2007
Page 4 of 10
be offered to the public were to be priced at between 150 and 300% of its then current net
asset value per share.
The facts surrounding our Reorganization are strikingly similar to those at issue in
Enervest. The Company has more than three years of operating history and, as of December
31, 2006, it has made 26 investments with a total cost basis of over $70 million, it has
already returned $5 million to its existing investors (representing 23.5% of their
committed capital), and it has a substantial pipeline of potential new investment
opportunities. The Reorganization has been approved by approximately 90% of the SBICs
existing LP interests, substantially all of which are sophisticated commercial banks, and
have a wealth of financial and other quantitative and qualitative information on which to
judge the merits of the proposed offering price for the ongoing business currently being
conducted by the SBIC and to be acquired by the Company.
It is instructive that the Enervest no-action letter request specifically discusses that
the Staff refused to permit that company to conduct an IPO at a multiple to net asset value
soon after it was formed, for precisely the reasons identified in Big Apple and the
Release. But, three years later after Enervest had invested $918,000 in 11 companies and
made commitments of $710,000 to 4 additional companies the Staff permitted Enervest to
conduct an IPO at a multiple to net asset value.
Moreover, several recently completed BDC IPOs reflected public offering prices in excess of
NAV and which, in fact, reflected multiples higher than those reflected in the Companys
proposed offering. The offerings by Patriot Capital Funding, Inc. (PCAP) and Hercules
Technology Growth Capital, Inc. (HTGC), for example, are shown in the table
below.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PCAP |
|
HTGC |
|
TCAP |
|
|
Pre- |
|
Post |
|
Pre- |
|
Post |
|
Pre- |
|
Post |
|
|
Deal |
|
Deal |
|
Deal |
|
Deal |
|
Deai |
|
Deal |
NAV (Book equity) |
|
$ |
28.433 |
|
|
$ |
117.753 |
|
|
$ |
41,440 |
|
|
$ |
112,650 |
|
|
$ |
22.744 |
|
|
$ |
70.099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding |
|
|
3,848 |
|
|
|
11,038 |
|
|
|
3,802 |
|
|
|
9,802 |
|
|
|
1,917 |
|
|
|
5,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per share |
|
$ |
7.39 |
|
|
$ |
10,67 |
|
|
$ |
10.90 |
|
|
$ |
11.49 |
|
|
$ |
11.87 |
|
|
$ |
12,87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO Price per share |
|
$ |
14.00 |
|
|
$ |
14,00 |
|
|
$ |
13,00 |
|
|
$ |
13,00 |
|
|
$ |
15.00 |
|
|
$ |
15.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price /NAV |
|
|
1.89 |
x |
|
|
1.31 |
x |
|
|
1.19 |
x |
|
|
1.13 |
x |
|
|
1.26 |
x |
|
|
1.17 |
x |
|
|
|
4 |
|
In PCAP and HTGC offerings, the mid-point price on the front cover of the preliminary
prospectus was $15.00 per share, which would imply a larger Share Price / NAV multiple on a pre-deal basis. |
Letter to SEC
January 29, 2007
Page 5 of 10
There is no basis for distinguishing the PCAP and HTGC offerings from the Companys
proposed IPO for purposes of the issues raised here by the Staff.
Returning, then, to the Staffs concern under Section 23(a), the BDC is issuing shares to
the GP not for services, but instead as part of its acquisition of all outstanding equity
interests in the SBIC, including the GPs interest in the SBIC. Under the current structure
of the SBIC, the LPs are, in effect, entitled to all of the SBICs distributions (after
payment of expenses and repayment of loans to the SBA) until they have received a return of
their invested capital, plus an amount equal to 7% per year on their invested capital (the
Preferred Return). Then, 100% of distributions are paid to the GP until it receives 25%
of amounts distributed pursuant to the Preferred Return. Thereafter, distributions from the
SBIC are split so that 80% is paid to the LPs, and 20% is paid to the GP. The GPs right to
these payments is referred to as its carried interest.
Economically and practically, in order for the Company to acquire the entire interest in
the SBIC, it must acquire the economic interest of both the LPs and of the GPs. Valuing
these interests is, of course, not an exact science. The GP valued these interests by first
determining a going concern value for the SBIC as a whole, and then allocating an
appropriate portion of that total value to the LPs and the GP in accordance with their
respective economic interests in the SBIC. A summary of the GPs allocations in this regard
are included in Appendix A, and these allocations were approved by approximately 90% of the
LP interests in the SBIC.
Accordingly, the amount being paid to the GP ($7.5M) represents the value of the GP
interests in the SBIC based on the present value of the future profits, cash flows and
other distributions that the GP are contractually entitled to and are giving up in agreeing
to the transaction (taking into account the increasing value of the interests over time,
decreasing discount rates over time, value added by the GP, and the fair market value of
the GP carried interest).
Section 23(a) permits a BDC to issue shares for other securities or property. We believe
that the BDC purchase of the GPs carried interest i.e., a contractual right to receive
future payments is the purchase of a security for
which the Company can issue its shares within the meaning of
Section 23(a). Moreover, that provision permits a BDC to issue shares for property, even if that property is not cash or a security, if the shares are
issued in connection with a reorganization. In this case, that is precisely what has
happened. Pursuant to the Reorganization, the existing Limited Partners and the GP of the
SBIC will receive shares of the Company, and the SBIC will become wholly owned by the
Company. Regardless of whether the carried interest is a security, the carried interest
certainly is property it is a contractual interest in the SBICs profits and cash flows
fully reflected in the limited partnership agreement of the SBIC. The fact that this right
may not be listed as an asset on the GPs balance sheet for purposes of financial reporting
is irrelevant neither is internally generated intellectual property and goodwill, but
these clearly can represent valuable property interests.
Letter to SEC
January 29, 2007
Page 6 of 10
Most significantly, this is in effect the same issue the Staff already considered, and
approved in Enervest and which did not seem to raise an issue in PCAP or HTGC, In that
case, management received compensation as part of the public offering proceeds for their
interests in the ongoing business enterprise. In addition, the economic result here is
substantially similar to the impact of the IPO on the respective promoters in the HTGC and
PCAP offerings. Section 23(a) was not in those instances deemed to be a barrier. It should
not be one here either.
With respect to Section 23(b), we do not believe that the issuance of shares to the GP in
connection with the Reorganization is inconsistent with that provision. First, the
Reorganization, including the issuance of the shares to the GP, was approved by
approximately 90% of the LP interests. More generally, there is no economic difference
between the issuance of stock to promoters at the outset of the operation of a private fund
that eventually goes public, and the issuance of stock in an IPO here, since in both cases
the promoter is realizing the value it created through its efforts to operate the private
fund successfully.
Traditional rights offerings by closed-end funds also reflect disparities between the NAV
and offering price. A typical formula in a rights offering is the weighted average of 95%
of the previous 5-day market prices, but not lower than NAV (which is why rights offers
typically occur only during periods when shares are trading at a premium to NAV). There, an
issue of dilution is raised with respect to investors who choose not to make additional
investments being diluted. That is, new money would be coming into the fund at, for
example, $0.50 per share less than current market value, which should depress the NAV per
share of all existing shareholders, including those who do not participate in the rights
offer. The rights offer prospectus always contains disclosure to this effect, and the
funds board must consider this issue (among others) when authorizing the rights offer. We
are not aware of any suggestion that the Staff has concerns about the potential for
dilution in that context.
Finally, from a policy perspective, it is important to consider the impact of applying
Sections 23(a) and 23(b) or any other provisions of the 1940 Act so as to prevent this
offering from proceeding. Potential investors will receive a prospectus that will contain a
substantial amount of financial and other quantitative and qualitative information that will
permit them to make their own evaluation of whether $15 per share is a reasonable amount to
pay to purchase an interest in the ongoing business of the Company and its approximately
$22.744 million of assets. Investors may well conclude that they are willing to pay $15 a
share, because they conclude that an approximately 1.26x multiple to net asset value is an
appropriate valuation for that business, or because the internal management structure
ensures that the interest of management would be squarely aligned with those of investors.
As noted above, the sophisticated LPs of the SBIC concluded that this was a reasonable
valuation. Also, experienced and well-respected investment banking firms are prepared to act
as lead underwriters and syndicate members for this transaction. We believe that no public
policy purpose would be furthered, nor
Letter to SEC
January 29, 2007
Page 7 of 10
would any objective of the 1940 Act be achieved, by applying the provisions of the 1940 Act
in such a way as to prevent potential investors from having the opportunity to make their
own judgment of the merits of this investment opportunity. Indeed, if the Staff were to
conclude in this case that all of the value created by the efforts of the GP in an ongoing
private fund pre-IPO were required to be allocated to public shareholders, then we submit,
the exception in Section 23(a) for securities issued in connection with a reorganization
would be rendered meaningless.
COMMENT 2: Why should the Company not be considered engaged in a distribution of the
securities of the SBIC, pursuant to Rule 140 under the Securities Act of 1933, as amended
(the 1933 Act)?
RESPONSE: The Company initially intends to act, in effect, as a feeder fund for the SBIC,
with the Company holding only cash and cash-management instruments necessary to pay certain
expenses and to meet certain Subchapter M distribution requirements. For purposes of Rule
140, we believe the SBIC should not be deemed a separate distribution of securities to the
public, but should be, in effect, subsumed into the offering of the Companys common stock,
in accordance with the treatment afforded to similar hub-and-spoke and master-feeder
arrangements.5 As the Companys Form N-2 describes, the two companies are so
integrally interconnected that treating the Company as a distributor of the SBICs
securities under these circumstances would serve no regulatory or investor protection
purpose. The interconnected nature of the two companies is evidenced by their currently
pending application to file consolidated reports under the Securities Exchange Act of 1934,
as amended (the Exchange Act), and the detailed and thorough disclosure regarding the SBIC,
its assets, risks and regulatory considerations, and its contemplated future activities
contained in the Companys Form N-2.
In the context of BDCs specifically, treating a BDC as a distributor of its wholly-owned
SBICs shares would frustrate the intent of the 1940 Act to facilitate ownership of SBICs as
subsidiaries of BDCs.6 In a broader context, if the Company is considered a
distributor of what is, in effect, a master fund, such status would necessarily apply to and
disrupt myriad currently existing and contemplated master-feeder arrangements in both the
registered and unregistered fund context.
COMMENT 3: Why should the transfer of $7.5 million dollars of common stock to the GP, in
connection with the Companys purchase of the SBIC not be considered a sale of an investment
advisory contract under Section 15(f) of the 1940 Act?
|
|
|
5 |
|
See Letter from Richard Breeden, Chairman, U.S. Securities and Exchange Commission, to
John Dingell, Chairman, Committee on Energy and Commerce, U.S. House of Representatives (pub. Avail. June 2,
1993). |
|
6 |
|
See, e.g., Section 2(a)(46) of the Investment Company Act defining eligible portfolio
company so as to exclude from the definition all registered investment companies save for wholly-owned SBICs. |
Letter to SEC
January 29, 2007
Page 8 of 10
RESPONSE: The GP has never entered into an investment advisory contract with the SBIC, nor
has it ever provided the SBIC with investment advisory services. The transfer of the $7.5
million in shares to the GP in connection with the Reorganization and purchase transactions,
therefore, cannot represent the sale of an advisory contract, given that the GP is not a
party to such a contract. Triangle Capital Partners, LLC (TCP) serves as the SBICs
investment adviser pursuant to a contract between the SBIC and TCP, made on behalf of the
SBIC by the GP. Concomitantly with the Reorganization and purchase transactions discussed in
the Form N-2, the investment advisory agreement between TCP and the SBIC will terminate and
TCP will dissolve. The management personnel of TCP will now be the internal management of the
BDC. The advisory fee will terminate with the termination of the advisory agreement, and the
BDC will pay the salaries of the internal management staff.
During a January 26, 2007 call, the Staff appeared to imply that the commonality of
ownership between the two entities might affect this conclusion. The GP and TCP, however,
are separate and distinct legal entities; although, they share some overlapping ownership,
the membership of the two limited liability companies is not identical, and the relevant
ownership percentages of the overlapping owners differ between the two entities. The GP
possesses members which are unaffiliated with TCP, and who play no part in the provision of
investment advice by TCP under the advisory contract. The legal and economic separation
between these entities is evidenced by the fact that members of the GP who are unaffiliated
with TCP do not share in the stream of management fees TCP earns under its contract with the
SBIC. Thus, it would be inappropriate to conflate TCP and the GP and mingle their respective
assets, liabilities and obligations in assessing the reorganization and purchase
transactions.
COMMENT 4: Will the SBIC lose its exclusion under the 1940 Act once the IPO for the
Company is effected?
RESPONSE:
The SBIC currently relies on Section 3(c)(1) of the 1940 Act for an exclusion
from the definition of investment company. However, it will elect to be regulated as a BDC
upon closing of the IPO. Accordingly, there would be no need for an exclusion from the
investment company definition at that time.
COMMENT 5: Do the SBIC and the post-IPO general partner entity qualify as eligible
portfolio companies of the Company within the meaning of Section 2(a)(46)?
RESPONSE: Yes. The SBIC, as a U.S.-organized and domiciled company that is a Small
Business Investment Company with no publicly traded securities, qualifies as an eligible
portfolio company under Section 2(a)(46)(B) of the 1940 Act.
After the IPO of the Companys securities, a newly formed entity, wholly owned by the
Company, would become the general partner of the SBIC (the New GP), The New GP would also
qualify as an eligible portfolio company. It is a U.S.-organized and domiciled entity which
is neither an investment company nor a company excluded from that
Letter to SEC
January 29, 2007
Page 9 of 10
definition pursuant to Section 3(c) of the 1940 Act, and is entirely controlled and
wholly-owned by the Company.
* * *
We hope that the foregoing is fully responsive to your comments. We appreciate your continued
attention and prompt responses to these matters. Unfortunately, the Companys timing lias become
urgent. As we mentioned to you in our discussion on Friday, the Company needs to be able to start
its road show by the middle of this week in order for it to have any ability to proceed with its
transaction prior to the financial information becoming stale. If the Company were not able to
proceed this week, it would have to bear the significant additional time and cost of another audit
which would result in a delay of this offering for months, and perhaps permanently. Thus, your
continued responsiveness is very much appreciated.
Please do not hesitate to call the undersigned if you have any comments or questions
regarding the above responses.
|
|
|
|
|
|
|
|
|
|
|
Sincerely, |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Steven B. Boehm |
|
|
|
|
|
|
Steven B. Boehm
|
|
|
|
|
|
|
|
|
|
cc:
|
|
John Good, Esq. |
|
|
|
|
|
|
Robert Rosenblum, Esq. |
|
|
|
|
APPENDIX A
The GP had a reasonable basis for its valuation of the LP interests and GP interests. Duff and
Phelps made its later analysis largely based on the current sale of the assets of the SBIC, or a
liquidation of the SBIC. The GP based its valuation of the SBIC and of the LP and GP interests on
the SBICs value as a going concern. The LPs are receiving their 80% interests in total fund
returns while the GP are receiving their 20% interest in the SBIC, and the LP interests and GP
interests are calculated in the same way. As depicted in the table below, the GP projected the
value of the SBIC and the GP and LP interests over its anticipated life (9 years) as a going
concern (approximately $87M). The capital committed by the LPs (approximately $21.2M) was then
subtracted for the net future value of the SBIC (approximately $71M). The GPs 20% interest in the
net future value (approximately $14.2M) was reduced to its present value by the weighted average
cost of capital (approximately $7.8M) which amount was further rounded down (to $7.5M). The present
value of the LPs interest was likewise reduced to its present value by the net required internal
rate of return (approximately $20.8M) with was rounded up (to $21.2M)
|
|
|
|
|
|
|
|
|
Output |
|
|
|
Projected Fund/LP/GP Value |
|
|
|
|
Capital |
|
Fund Life |
|
Value |
|
|
|
|
|
LP |
|
Capital |
|
|
|
|
|
|
Committed |
|
|
|
$21,250,000 |
|
9 |
|
$87,303,507 |
|
|
|
|
|
|
|
|
|
Remaining Return of LP Capital (Net of $5MM distribution) |
|
$16,250,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Proceeds Available After Return of Capital |
|
$71,053,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GP Carry 20% of Net Proceeds (Future Value) |
|
$14,210,701 |
|
|
|
|
|
|
|
|
|
GP Carry Present Value (using funds WACC) |
|
$ 7,874,716 |
|
|
|
|
|
|
|
|
|
LP Present Value (Using Net Required IRR) |
|
$20,896,761 |
|
|
|
|
|
|
|
|
|
LP Guaranteed Minimum Value |
|
$21,250,000 |
From: Boehm, Steven
Sent: Thursday, February 01, 2007 8:16 AM
To: pfordter@sec.gov; distefanov@sec.gov; rupertk@sec.gov
Subject: Triangle Disclosure
Gentlemen:
In an effort to expedite the process (you hopefully received my various messages yesterday and I
know appreciate the timing issues), set forth below is the disclosure regarding the impact of the
reorganization on IPO shareholders that we would propose to include on the cover page per your
comment. We are open to discuss precise location and prominence.
Thanks for your continuing attention to this matter. Would it be possible for someone to give me
an update on timing from your end?
Steve
Effective concurrently with the closing 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 Triangle Mezzanine Fund LLLP in exchange for their limited partnership
interests. Members of the general partner of Triangle Mezzanine Fund LLLP will receive an
aggregate of 500,000 shares of our common stock having an aggregate value of $7.5 million in
exchange for their equity interests in the general partner. As of September 30, 2006, the net
asset value of Triangle Mezzanine Fund LLLP was $[ ] million, therefore investors purchasing
stock in this offering will incur immediate dilution of
$[ ] per share. See Dilution on page
[ ]
for more information.
Steven B. Boehm
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
Steven.Boehm@sablaw.com
202.383.0176 phone
202.637.3593 fax
202.489.8607 cell
CIRCULAR 230 DISCLOSURE: To comply with Treasury
Department regulations, we inform you that, unless otherwise expressly indicated, any tax advice
contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i)avoiding penalties that
may be imposed under the Internal Revenue Code or any other applicable tax law, or (ii) promoting,
marketing or recommending to another party any transaction, arrangement, or other matter.
The information contained in this message from Sutherland Asbill & Brennan LLP and any attachments
are confidential and intended only for the named recipient(s). If you have received this message
in error, you are prohibited from copying, distributing or using the information. Please contact
the sender immediately by return email and delete the original message.
From: Boehm, Steven
Sent: Thursday, February 01, 2007 10:09 PM
To: pfordter@sec.gov; distefanov@sec.gov; rupertk@sec.gov
Subject: Triangle -I heard from Eric Purple
Gentlemen:
Eric left me a voicemail this evening indicating that the Chief Counsels Office had competed its
review and would not be having any further comments on the various issues we have discussed. Eric
said he would be discussing this with you folks in the morning.
With respect to our open disclosure issues, please note the following:
1. The 13.6% figure will be reflected in the expense table
2. To the extent you confirm that the Staff believes that Rule 140 does apply here to make the
SBIC a co-issuer, then the cover page will be amended to reflect that the BDC and the SBIC are
co-issuers, and we will restyle the registration statement as a joint N-2/N-5 filing. In terms of
disclosure, we believe that the existing disclosure is sufficient to cover the SBIC as a co-issuer,
and we undertake to file any additional exhibits required by further pre-effective amendment.
Please call me at your earliest convenience so that we can try to wrap this up as early in the day
as practicable.
Your continuing assistance in this matter is very much appreciated.
Steve
CIRCULAR 230 DISCLOSURE: To comply with Treasury
Department regulations, we inform you that, unless otherwise expressly indicated, any tax advice
contained in this communication (including any attachments) is not intended or written to be used,
and cannot be used, for the purpose of (i)avoiding penalties that may be imposed under the Internal
Revenue Code or any other applicable tax law, or (ii) promoting, marketing or recommending to
another party any transaction, arrangement, or other matter.
The information contained in this message from Sutherland Asbill & Brennan LLP and any attachments
are confidential and intended only for the named recipient(s). If you have received this message
in error, you are prohibited from copying, distributing or using the information. Please contact
the sender immediately by return email and delete the original message.
From: Boehm, Steven
Sent: Friday, February 02, 2007 5:22 PM
To: rupertk@sec.gov; pfordter@sec.gov; distefanov@sec.gov
Subject: Triangle changed pages
CIRCULAR
230 DISCLOSURE: To comply with Treasury Department regulations, we inform you that,
unless otherwise expressly indicated, any tax advice contained in this communication (including any
attachments) is not intended or written to be used, and cannot be used, for the purpose of
(i)avoiding penalties that may be imposed under the Internal Revenue Code or any other applicable
tax law, or (ii) promoting, marketing or recommending to another party any transaction,
arrangement, or other matter.
The information contained in this message from Sutherland Asbill & Brennan LLP and any attachments
are confidential and intended only for the named recipient(s). If you have received this message in
error, you are prohibited from copying, distributing or using the information. Please contact the
sender immediately by return email and delete the original message.
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
SUBJECT TO COMPLETION, DATED FEBRUARY 2, 2007
PRELIMINARY PROSPECTUS
3,500,000 Shares
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 Stales 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.
Effective
concurrently with the closing 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 $21.3
million, to the limited partners of Triangle Mezzanine Fund LLLP in exchange for their limited
partnership interests. We will also issue an aggregate of 500,000 shares of our common stock,
having an aggregate value of $7.5 million, to the members of the general partner of Triangle
Mezzanine Fund LLLP in exchange for the general partnership interest in Triangle Mezzanine Fund
LLLP. The 1,916,667 shares of common stock we will issue will have an aggregate value of $28.8
million based on the initial public offering price, while our pro forma aggregate net asset value
as of September 30, 2006, assuming the exchange of 1,916,667 shares of common stock for all
partnership interests on that date, was $22.7 million, meaning that we will issue shares of common
stock at an aggregate premium of $6.1 million to our pro forma
net asset value. Our pro forma
as-adjusted net asset value per share as of September 30, 2006 assuming the acquisition of all the
outstanding partnership interests and consummation of this offering was $70.1 million or
approximately $12.94 per share. Consequently, investors purchasing stock in this offering will
incur immediate dilution of $2.06 per share. Sec Dilution on page 34 for more information.
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 12. 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.
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
Total |
Public offering price |
|
$ |
15.00 |
|
|
$ |
52,500,000 |
|
Underwriting discount (sales load) |
|
$ |
1.05 |
|
|
$ |
3,675,000 |
|
Proceeds to us, before expenses(1)
|
|
$ |
13.95 |
|
|
$ |
48,825,000 |
|
|
|
|
(1) |
|
We estimate that we will incur approximately $1,500,000 of expenses in
connection with this offering. |
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 have reserved up to 200.000 shares of our common stock for sale to our
directors, employees and their family members, at the public offering price.
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.
The following diagram depicts our ownership structure upon completion of this
offering and the formation transactions:
|
|
|
(1) |
|
Based on 5,416,767 shares of common stock to be outstanding after this offering and
completion of the formation transactions. Does not include 525,000 shares of common stock
issuable pursuant to the underwriters over-allotment option. |
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 (l)
|
|
|
|
Common stock to be issued in formation
transactions
|
|
1,916,667 shares |
|
|
|
Common stock outstanding prior to this
offering
|
|
100 shares |
|
|
|
Common stock to be outstanding after
this offering and completion of
formation transactions
|
|
5,416,767 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
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 |
|
|
1.3 |
%(4)
|
Acquired fund fees and expenses (Existing Fund) |
|
|
12.3 |
%(5)
|
Interest payments on borrowed funds |
|
|
|
(6)
|
Total annual expenses |
|
|
13.6 |
%(7)
|
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 |
|
$ |
238 |
|
|
$ |
481 |
|
|
$ |
682 |
|
|
$ |
1.047 |
|
|
|
|
(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 Triangle Capital Corporations estimated operating
expenses for our first twelve months
of operations commencing immediately after the offering, excluding the Existing Funds fees and
expenses. Neither
Triangle Capital Corporation nor the Existing Fund has an investment adviser, and both 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. We have
allocated such operating costs associated with paying investment management professionals to
both Triangle Capital Corporation and the Existing Fund in the fees and expenses table. |
|
(5) |
|
Acquired fund fees and expenses are not fees or expenses incurred by Triangle
Capital Corporation directly but are
expenses of the Existing Fund, which will be wholly owned by Triangle Capital Corporation upon
the consummation
of the offering. You will incur these fees and expenses indirectly through Triangle Capital
Corporations investment in
the Existing Fund. With the exception of certain cash and cash-management instruments. Triangle
Capital Corporation intends to deploy the majority of its investment capital through the
Existing Fund in order to take advantage of the Existing Funds ability as an SBIC to borrow
money by issuing fixed-rate, low interest debentures guaranteed by the SBA. Therefore, the
acquired fund fees and expenses will account for a significant portion of Triangle Capital
Corporations total annual fees so long as Triangle Capital Corporation invests the majority of
its capital through the Existing Fund. However, since SBA regulations currently limit the dollar
amount of SBA-guaranteed debentures that may be issued by any one
SBIC to $124.4 million (which
amount is subject to increase on an annual basis based on cost of living increases), Triangle
Capital Corporation will invest through the Existing Fund only until it has utilized the maximum
amount of SBA-guaranteed debentures. Upon the Existing Funds reaching such maximum dollar
amount, Triangle Capital Corporation will begin to deploy capital
independently from the
Existing Fund. |
|
(6) |
|
Interest payments on borrowed funds equal 0.0% in this particular line item
because all interest payments on borrowed funds are considered expenses of the
Existing Fund, and, accordingly, such interest expenses are fully accounted for in
the line item entitled, Acquired fund fees and expenses. |
9
|
|
|
(7) |
|
Total annual expenses relative to the net assets attributable to common shares
are calculated as the sum of the fees and
expenses anticipated to result from the operations of both Triangle Capital Corporation and the Existing Fund. SEC
rules require that the Existing Funds fees and expenses be based upon the most recent audited fiscal periods (nine
months ended September 30, 2006) total expense ratio, or 13.6%. We estimate that $41.0 million of the anticipated net
proceeds of the offering will be allocated to the Existing Fund and that approximately $6. 3 million of anticipated net
proceeds of the offering will be held by Triangle Capital Corporation. The application of the SECs required formula to
calculate the Existing Funds fees and expenses results in an estimated 12.3% of our net assets being attributed to fees
and expenses of the Existing Fund. which, when added to Triangle Capital Corporations estimated fees and expenses,
equals 13.6%. Such calculations of Triangle Capital Corporations and the Existing Funds estimated annual expenses
for the year following the consummation of the offering do not, however, take into account our estimations made,
pursuant to our own internal formulas. For example, upon the consummation of the offering, we estimate that the 2007
consolidated total combined annual expenses of Triangle Capital Corporation and the Existing Fund, not including
interest payments, will total approximately $4.0 million. Assuming that our interest payments on borrowed funds add
an additional $l.8 million the total estimated $4.0 million in expenses, and assuming that our post-offering net assets
will equal approximately 70.1 million, we estimate that the total combined annual expenses of Triangle Capital
Corporation and the Existing Fund will be 8.3%, rather than 13.6% as indicated in the Fees and Expenses table. Our
estimation of 8.3% does not include the use of the Existing Funds total expense ratio of 13.6%,
because we estimate
that the combined expense ratio of Triangle Capital Corporation and the Existing Fund will be
lower based on the anticipated net proceeds of $47.3 million that the Existing Fund did not have
prior to the consummation of this offering. |
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.
10
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 and completion of the formation
transactions. |
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 |
|
|
$ |
54,683 |
|
|
|
|
|
|
|
|
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;
5,416,667 shares issued and outstanding, as adjusted) |
|
|
|
|
|
|
5 |
|
Additional paid-in capital |
|
|
|
|
|
|
68,570 |
|
Accumulated undistributed investment gains |
|
|
1,494 |
|
|
|
1,494 |
|
|
|
|
|
|
|
|
Total partners/stockholders equity |
|
|
22,744 |
|
|
|
70,069 |
|
|
|
|
|
|
|
|
Total capitalization |
|
$ |
54,544 |
|
|
$ |
101,869 |
|
|
|
|
|
|
|
|
31
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 $12.94 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 $2.06 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 |
|
$ |
1,07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
As-adjusted pro forma net asset value per share after this offering |
|
|
|
|
|
$ |
12.94 |
|
|
|
|
|
|
|
|
|
Dilution per share to new investors(1)
|
|
|
|
|
|
$ |
2.06 |
|
|
|
|
|
|
|
|
|
|
|
|
(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)
|
|
|
1,916,767 |
|
|
|
35.4 |
% |
|
|
22,745,752 |
|
|
|
30.2 |
% |
|
$ |
11.87 |
|
New investors |
|
|
3,500,000 |
|
|
|
64.6 |
% |
|
|
52,500,000 |
|
|
|
69.8 |
% |
|
$ |
15.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5,416,767 |
|
|
|
100.0 |
% |
|
|
75,245,752 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Reflects the formation transactions that we expect to occur concurrently with the
closing of this offering. The 1,916,767 shares represent the shares issued to the general
partner and the limited partners of the predecessor partnership in exchange for their
ownership interests in the partnership. The $21,281,500 represents the amount invested by the
limited partners into the predecessor partnership for their limited partnership interests as
the general partner was the organizer of the partnership and did not make a cash investment
into the partnership. The balance is the residual net asset amount contributable to the
general partner. |
34
governance listing standards. Mr. Rich serves as the chairman of the nominating and corporate
governance committee.
Compensation Discussion and Analysis
Overview
We are a
newly-organized business corporation that after consummation of this offering will be
an internally managed business development company. We were organized to continue the investment
business of the Existing Fund and, with the capital of this offering, make new equity and debt
investments in lower middle market companies. Our senior management team consists of Messrs.
Tucker, Burgess, Lilly, Long and Parker. Each of these executive officers have entered into
employment agreements with us and will be compensated according to the terms of such agreements,
which are described below. We refer to these five officers as the named executive officers, or
NEOs.
Our executive compensation
program is designed to encourage our executive officers to think
and act like shareholders of the company. The structure of the NEOs employment agreements and our
incentive compensation programs are designed to encourage and reward
the following:
|
|
|
sourcing and pursuing attractively priced investment
opportunities in all types of
securities of lower
middle market privately-held companies: |
|
|
|
|
participating in comprehensive due diligence with respect to
our investments: |
|
|
|
|
ensuring we allocate capital in the most effective manner possible; and |
|
|
|
|
working efficiently and developing relationships with other professionals. |
|
|
Our compensation committee reviews and approves all of our compensation policies. |
Executive Compensation Policy
|
Overview. Our performance-driven compensation policy consists of the following three components: |
|
|
|
|
Base salary; |
|
|
|
|
Annual cash bonuses; and |
|
|
|
|
Long-term compensation pursuant to our Equity Incentive Plan. |
61
We
intend to carefully design each NEOs compensation package to appropriately reward the
NEO for his or her contribution to the company. This is not a mechanical process, and our
compensation committee will use its judgment and experience, working in conjunction with our Chief
Executive Officer, to determine the appropriate mix of compensation
for each individual. Cash
compensation consisting of base salary and discretionary bonuses tied to achievement of individual
performance goals set by the compensation committee are intended to
incentivize NEO's to remain with
us in their roles and work hard to achieve our goals. Stock-based compensation in the form stock
options may be awarded base on company performance expectations set
by the compensation commitee for each individual and,over time on his
performance against those expectations. The mix
of short-term and long-term compensation may sometimes be adjusted to reflect an individuals need
for current cash compensation and desire to retain his or her
services.
Base salary. Base salary will be used to recognize particularly the experience, skills,
knowledge and responsibilities required of the executive officers in their roles. Having
established the 2007 base salaries of the NEOs, the compensation committee and management
considered a number of factors including the seniority of the individual, the functional role of
the position, the level of the individuals responsibility, the ability to replace the individual,
the base salary of the individual prior to the formation of the Company, the assistance of each NEO
in this initial public offering process and the number of well-qualified candidates available in
our area. In addition, we informally considered the base salaries paid to comparably situated
executive officers and other competitive market practices. We did not
use compensation cosultants in connection with fixing base salaries
or for any other purpose prior to the consummation of this offering.
The salaries of the NEOs will be reviewed on an annual basis, as well as at the time of
promotion or other changes in responsibilities. The leading factors in determining increases in
salary level are expected to be relative cost of living and competitive pressures. We expect that
in the short run the salaries of our NEOs will generally only increase with inflation or when an
executive officer assumes a larger role.
Annual cash bonuses. Annual cash bonuses are intended to reward individual performance
during the year and can therefore be highly variable from year to year. Currently these bonuses
are determined on a discretionary basis by the compensation committee. Cash bonuses in amounts up
to 100% of a NEO's annual salary may be given in the discretion of the compensation committee to
each NEO if such individual achieves individual performance and service goals set by our
compensation committee, with our managements input.
Long
Term Incentive Awards.
Generally. The Company has adopted an Equity Incentive Plan to provide stock-based awards as
incentive compensation to our employees. No stock options will be granted to NEOs during our first
year of operation.
We
expect to use stock-based awards to (i) attract and retain key employees, (ii) motivate our
employees by means of performance-related incentives to achieve long-range performance goals, (iii)
enable our employees to participate in our long-term growth and (iv) link our employees compensation
to the long-term interests of our
62
stockholders. The compensation committee has exclusive authority to select the persons to
receive stock-based awards. At the time of each award, the compensation committee will determine terms of the award in its
sole discretion, including any performance period (or periods) and any, performance objectives
relating to the
award.
Options. The compensation committee may in its sole discretion grant options to purchase
our common stock (including incentive stock options and non-qualified stock options). We expect
that options granted by our compensation committee will represent a fixed number of shares of our
common stock, will have an exercise, or strike, price equal to the fair market value of our common
stock on the date of such,.grant, and will be exercisable, or vested, at some later time after
grant. The fair market value will be defined as either (i) the closing sales price of the common
stock on the NASDAQ Global Market, or any other such exchange on which our common stock is traded,
on such date, or in the absence of reported sales on such date ,or (ii) in the event there is no
public market for our common stock on such date, current net asset value of our common stock.
Some stock options granted by our compensation committee may vest simply by the holder remaining
with the company for a period of time, and some may vest based on our attaining certain performance
levels. We anticipate that our options will be valued for financial reporting purposes using the
Black Scholes valuation method,and a charge to earnings will be taken in the period of grant
pursuant to FASB Statement No. 123R.
Restricted Stock and Restricted Stock Units.Generally business development companies, such
as us, may not grant shares of their stock for services without an exemptive order from the SEC.
Our Equity Incentive Plan allows our compensation committee to grant shares of restricted stock
and/or restricted stock units, but our compensation committee will not grant restricted stock or
restricted stock units unless and until we obtain from the SEC an exemptive order permitting such
practice If exemptive relief is obtained, the compensation committee may award shares of
restricted stock or restricted stock units to plan participants in such amounts and on such terms
as the compensation committee,in its sole discretion, determines and consistent with any
exemptive order the SEC may issue. The SEC is not obligated to grant an exemptive order to allow
this practice and will do so only if it determines that such practice is consistent with
shareholder interests and does not involve overreaching by management or our board of
directors. Each restricted stock and restricted stock unit grant will be for a fixed number of
shares as set forth in an award agreement between the grantee and us. Award agreements will set
forth time and/or performance vesting schedules and other appropriate terms and/or restrictions
with respect to awards, including rights to dividends and voting rights.
Specific performance factors that the compensation committee may consider in determining the
vesting of options or, if permitted, the grant of restricted stock may include:
|
|
|
net asset value growth: |
|
|
|
|
dividend growth; |
|
|
|
|
achievement of operating efficiencies; |
|
|
|
|
return on equity, assets, capital, capital employed or investment: |
|
|
|
|
net income; |
|
|
|
|
earnings per share; |
|
|
|
|
stock price or total stockholder return; |
63
|
|
|
strategic business objectives, consisting of one or more objectives based on meeting
specified cost targets, business expansion goals and goals relating to investments or
divestitures;or |
|
|
|
|
any combination thereof. |
Competitive Market Review
We
will informally consider competitive market practices with respect to
the salaries and
total compensation of our NEOs. We will review the market
practices by speaking, to other financial professionals and reviewing annual reports on Form 10-K or similar information of other
internally managed business development companies.
Change in Control and Severance
Upon
termination of employment after a change of control, the NEOs may receive
severance payments under their employment agreements, and equity(-) based awards under our Equity
Incentive Plan may vest and/or become immediately exercisable or salable.
Equity Incentive Plan. Upon specified covered transactions involving a change of
control (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.
Severance. Under specified covered transactions involving a change of control (as
defined in each NEOs employment agreement), if an NEO terminates his employment with us within two
years following such change of control,or if we terminate or give the NEO notice of non-renewal of
the NEOs employment within the two years commencing with a change of control, he will receive a
severance package beginning on the date of termination. The severance package will include monthly
payments equal to one-twelfth of (i) the NEOs annual salary at that time plus (ii) the NEOs
bonus compensation as described in the employment agreement, and (iii) the Company will continue to
provide the NEO with all of the benefits provided to him immediately provided to the termination.
The severance package will continue to be in effect for either three years or eighteen months,
depending upon the NEOs position, unless the NEO becomes eligible to receive one or more of the
same benefits from another employer.
Additionally, a separate severance package exists in the event the NEOs employment is
terminated as a result of death or disability, or in the event that the Company terminates the NEOs employment
outside of the two-year period after a specified covered transaction involving a change of
control. The same severance package referenced in the immediately preceding paragraph herein will
be provided to the NEO, except that the severance package will only continue to be in effect for
either two years or twelve months, depending upon the NEOs position.
The rationale behind providing a severance package in certain events is to attract talented
executives who are assured that they will not be financially injured if they physically relocate
and/or leave another job to join us but are forced out through no fault of their own and to insure
that our business is operated and governed for our stockholders by a management team, and under
the direction of a board of directors, who are not financially motivated to frustrate the
execution of a change-in-control transaction. For more discussion regarding executive compensation
in the event of a termination or change of control, please see the table entitled 2007 Potential
Payments Upon Termination or Change in Control Table and accompanying discussion.
Conclusion
Our compensation policies are designed to retain and motivate our NEOs and to ultimately
reward them for outstanding performance. The retention and motivation of our NEOs
should enable us to grow strategically and position ourselves competitively in our market.
64
Executive Officer Compensation
Our executive officers have been members and employees of the external advisor to
Triangle Mezzanine Fund LLLP since its inception. We will not acquire the business of the external
advisor in connection with the formation transactions. After consummation of the formation
transactions and the completion of the offering, our executive officers will receive the salaries
and be entitled to bonus compensation pursuant to their employment agreements as described above.
Upon consummation of the formation transactions and the offering, the respective annual salaries of
the executive officers will be as follows:
|
|
|
|
|
|
|
2007 |
|
|
Base
|
|
|
Salary
|
Garland S. Tucker III Chief
Executive Officer |
|
$ |
265,000 |
|
Brent P.W. Burgess Chief
Investment Officer |
|
$ |
240,000 |
|
Steven C. Lilly Chief
Financial Officer |
|
$ |
240,000 |
|
Tarlton H.
Long. Managing
Director |
|
$ |
200,000 |
|
David F. Parker Managing
Director |
|
$ |
200,000 |
|
In addition, the named executive officers will be entitled to receive discretionary
bonuses as may be declared from time to time by the compensation committee, which bonuses will be
based on individualized performance and service goals, and may not exceed 100% of base salary.
Under their employment agreements, each named executive officer is entitled to certain
payments upon termination of employment or in the event of a change in control. The following table
sets forth those potential payments with respect to each named executive officer:
2007 Potential Payments upon Termination or Change in Control Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within Two Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside Of |
|
After Change |
|
Voluntary |
|
|
|
|
|
|
|
|
|
Thirteenth Month |
|
|
|
|
Two Years |
|
In Control: |
|
Termination |
|
|
|
|
|
|
|
|
|
After Change |
|
|
|
|
After Change |
|
Termination |
|
Outside of/ |
|
|
|
|
|
|
|
|
|
In Control: |
|
|
|
|
In Control: |
|
w/o Cause |
|
Two Years |
|
|
|
|
|
|
|
|
|
Termination |
|
|
|
|
Termination(3)
|
|
or for |
|
After Changes |
|
|
|
|
|
|
|
|
|
or w/o |
Name |
|
Benefit |
|
w/o Cause |
|
Good Reason(4)
|
|
In
Control: |
|
Death |
|
Disability |
|
Good Reason |
|
|
Severance Pay(1)
|
|
$ |
530,000 |
|
|
$ |
795,000 |
|
|
|
|
|
|
$ |
530,000 |
|
|
$ |
530,000 |
|
|
$ |
795,000 |
|
Garland S. Tucker III |
|
Bonus Compensation(2)
|
|
$ |
530,000 |
|
|
$ |
795,000 |
|
|
|
|
|
|
$ |
530,000 |
|
|
$ |
530,000 |
|
|
$ |
795,000 |
|
|
|
Severance Pay(1)
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
|
|
|
|
|
$ |
480,000 |
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
Brent P. W.
Burgess. |
|
Bonus Compensation(2)
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
|
|
|
|
|
$ |
480,000 |
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
|
|
Severance Pay(1)
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
|
|
|
|
|
$ |
480,000 |
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
Steven C. Lilly |
|
Bonus Compensation(2)
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
|
|
|
|
|
$ |
480,000 |
|
|
$ |
480,000 |
|
|
$ |
720,000 |
|
|
|
Severance Pay(1)
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
|
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
Tarlton H. Long |
|
Bonus Compensation(2)
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
|
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
Severance Pay(1)
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
|
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
David F. Parker |
|
Bonus Compensation(2)
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
|
|
|
$ |
200,000 |
|
|
$ |
200,000 |
|
|
$ |
300,000 |
|
|
|
|
(1) |
|
Severance pay includes an employees annual salary and applicable multiple
thereof paid monthly |
|
|
|
beginning at the time of termination, plus the employees benefits in the form of medical,
health or other employee welfare benefit plan adopted by us. |
|
(2) |
|
Bonus compensation will at most be equal to 100% of an
employees annual salary,
multiplied by the
number of years in which the employee is eligible to receive severance pay as
defined above. |
|
(3) |
|
Change in control is defined in each employees employment agreement
with Triangle Capital Corporation, each of which is attached hereto this
registration statement as an exhibit. |
|
(4) |
|
Good Reason is defined in each employees employment agreement with Triangle Capital
Corporation, each of which is attached hereto this registration statements as an exhibit. |
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 $20,000 for services as a director, payable quarterly. Independent
directors will receive a fee of
65
$2,000 for each board meeting attended in person and $1,000 for each board meeting attended by
conference telephone or similar communications equipment, independent directors will receive a Fee
of $1,000 For each committee meeting attended in person and, $500 for each committee meeting
attended by conference telephone or similar communication equipment. In addition, each committee
chairman will receive an annual fee of $5,000. We will reimburse our independent directors for
all reasonable direct out of-pocket expenses incurred in connection with their service on the
board. Directors who are also our employees or employees of our subsidiaries will not; receive
compensation for their services as directors.
65.1
Non-employee Director Compensation Table
The following table sets forth a summary of estimated compensation that we will pay to
our non-employee directors in 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-qualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
be Earned |
|
|
|
|
|
|
|
|
|
|
Non-Stock |
|
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
or Paid in |
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
Compensation |
|
|
All Other |
|
|
|
|
Name |
|
Year |
|
|
Cash($) |
|
|
Awards($) |
|
|
Awards($) |
|
|
Compensation($) |
|
|
Earnings |
|
|
Compensation($) |
|
|
Total($) |
|
W. McComb Dunwoody |
|
|
2007 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
Thomas M.
Garrott, III |
|
|
2007 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
Benjamin S.Goldstein |
|
|
2007 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
(1) |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sherwood H. Smith,Jr. |
|
|
2007 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
(2) |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Simon B. Rich, Jr. |
|
|
2007 |
|
|
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000 |
(3) |
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Goldstein will receive $5,000 in 2007 for his services as
our audit committee chairman. |
|
(2) |
|
Mr. Smith will receive $5,000 in 2007 for his services as our compensation
committee chairman. |
|
(3) |
|
Mr. Rich will receive $5,000 in 2007 for his services as our
nominating and corporate goverance committee chairman. |
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.
66
From:
Boehm, Steven
Sent:
Friday, February 02, 2007 11:59 AM
To:
Kevin Rupert (E-mail)
Subject:
Triangle fee table attached
<<20070202110236.pdf>>
Steven B. Boehm
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
Steven.Boehm@sablaw.com
202.383.0176 phone
202.637.3593 fax
202.489.8607 cell
CIRCULAR
230 DISCLOSURE: To comply with Treasury
Department regulations, we inform you that, unless otherwise
expressly indicated, any tax advice contained in this communication
(including any attachments) is not intended or written to be used,
and cannot be used, for the purpose of (i) avoiding penalties that may
be imposed under the Internal Revenue Code or any other applicable
tax law, or (ii) promoting, marketing or recommending to another
party any transaction, arrangement, or other matter.
The
information contained in this message from Sutherland Asbill &
Brennan
LLP and any attachments are confidential and intended only for the
named recipient(s). If you have received this message in error, you
are prohibited from copying, distributing or using the information.
Please contact the sender immediately by return email and delete the
original message.
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
|
|
|
1.3
|
%(4)
|
Acquired fund fees and expenses
(Existing Fund)
|
|
|
12.3
|
%(5)
|
Interest payments on borrowed funds
|
|
|
|
%(6)
|
Total annual expenses
|
|
|
13.6
|
%(7)
|
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
|
|
$
|
238
|
|
|
$
|
481
|
|
|
$
|
682
|
|
|
$
|
1,047
|
|
|
|
|
(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
Triangle Capital Corporations estimated operating expenses
for our first twelve months of operations commencing immediately
after the offering, excluding the Existing Funds fees and
expenses. Neither Triangle Capital Corporation nor the Existing
Fund has an investment adviser, and both 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. We have allocated such
operating costs associated with paying investment management
professionals to both Triangle Capital Corporation and the
Existing Fund in the fees and expenses table.
|
|
(5)
|
|
Acquired fund fees and expenses are
not fees or expenses incurred by Triangle Capital Corporation
directly but are expenses of the Existing Fund, which will be
wholly owned by Triangle Capital Corporation upon the
consummation of the offering. You will incur these fees and
expenses indirectly through Triangle Capital Corporations
investment in the Existing Fund. With the exception of certain
cash and cash-management instruments, Triangle Capital
Corporation intends to deploy the majority of its investment
capital through the Existing Fund in order to take advantage of
the Existing Funds ability as an SBIC to borrow money by
issuing fixed-rate, low interest debentures guaranteed by the
SBA. Therefore, the acquired fund fees and expenses will account
for a significant portion of Triangle Capital Corporations
total annual fees so long as Triangle Capital Corporation
invests the majority of its capital through the Existing Fund.
However, since SBA regulations currently limit the dollar amount
of SBA-guaranteed debentures that may be issued by any one SBIC
to $124.4 million (which amount is subject to increase on
an annual basis based on cost of living increases), Triangle
Capital Corporation will invest through the Existing Fund only
until it has utilized the maximum amount of SBA-guaranteed
debentures. Upon the Existing Funds reaching such maximum
dollar amount, Triangle Capital Corporation will begin to deploy
capital independently from the Existing Fund.
|
|
(6)
|
|
Interest payments on borrowed funds
equal 0.0% in this particular line item because all
interest payments on borrowed funds are considered expenses of
the Existing Fund, and, accordingly, such interest expenses are
fully accounted for in the line item entitled, Acquired
fund fees and expenses.
|
9
From: Boehm, Steven
Sent: Friday, February 02, 2007 5:01 PM
To: Kevin Rupert (E-mail)
Subject: new return info
<<IRR 2-2.xls>> Please call me to discuss.
There are two scenario presenting two results. Scenario 1 is what we believe you were looking for.
Steven B. Boehm
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
Steven.Boehm@sablaw.com
202.383.0176 phone
202.637.3593 fax
202.489.8607 cell
CIRCULAR 230 DISCLOSURE: To comply with Treasury
Department regulations, we inform you that, unless
otherwise expressly indicated, any tax advice contained in
this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the
purpose of (i)avoiding penalties that may be imposed under
the Internal Revenue Code or any other applicable tax law,
or (ii) promoting, marketing or recommending to another
party any transaction, arrangement, or other matter.
The information contained in this message from Sutherland
Asbill & Brennan LLP and any attachments are confidential
and intended only for the named recipient(s). If you have
received this message in error, you are prohibited from
copying, distributing or using the information. Please
contact the sender immediately by return email and delete
the original message.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended |
|
|
Pro Forma |
|
|
As Adjusted |
|
|
|
Year Ended December 31, |
|
|
September 30, |
|
|
for Formation |
|
|
for Formation |
|
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
Transactions |
|
|
Transactions |
|
Total Return to General partner (1) |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
1342 |
% |
|
|
N/A |
|
|
|
2033 |
% |
Total Return to Limited partners (2) |
|
|
-56 |
% |
|
|
-29 |
% |
|
|
4 |
% |
|
|
15 |
% |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value allocation to General partner |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,151 |
(3) |
|
$ |
6,349 |
|
|
$ |
7,500 |
(4) |
Net asset value allocation to Limited partner |
|
|
2,928 |
|
|
|
5,004 |
|
|
|
11,365 |
|
|
|
21,593 |
(3) |
|
|
(6,349 |
) |
|
$ |
15,244 |
|
|
|
|
| |
|
|
|
|
|
Total Net Asset Value |
|
$ |
2,928 |
|
|
$ |
5,004 |
|
|
$ |
11,365 |
|
|
$ |
22,744 |
|
|
$ |
|
|
|
$ |
22,744 |
|
|
|
|
(1) |
|
Since inception the Existing Funds General partner has invested one hundred dollars and has
received no distributions to date. |
|
(2) |
|
Since inception the Existing Funds Limited partners have invested $21,250,000 and have
received distributions totaling $5,000,000. |
|
(3) |
|
Based on the allocation per the partnership agreement which is first to the extent of the
limited partners preferred return of 7%,
second to the General Partner until its allocation equals 20% of the limited partners preferred
return, and third 80% to the limited partners and 20% to the General partner of any remaining
amounts. |
|
(4) |
|
Represents the amount of value allocated to the General partner in the formation
transactions. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended |
|
|
Pro Forma |
|
|
As Adjusted |
|
|
|
Year Ended December 31, |
|
|
September 30, |
|
|
for Formation |
|
|
for Formation |
|
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
Transactions |
|
|
Transactions |
|
Cumulative Investment in Existing Fund by General partner |
|
$ |
100 |
|
|
$ |
100 |
|
|
$ |
100 |
|
|
$ |
100 |
|
|
|
|
|
|
|
|
|
Cumulative Investment in Existing Fund by Limited partners |
|
$ |
4,100,000 |
|
|
$ |
7,437,500 |
|
|
$ |
10,625,000 |
|
|
$ |
21,250,000 |
|
|
|
|
|
|
|
|
|
|
Net asset value allocation to General partner |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,151 |
(1) |
|
$ |
6,349 |
|
|
$ |
7,500 |
(2) |
Net asset value allocation to Limited partner |
|
|
2,928 |
|
|
|
5,004 |
|
|
|
11,365 |
|
|
|
21,593 |
(1) |
|
|
(6,349 |
) |
|
$ |
15,244 |
|
|
|
|
| |
|
|
|
|
|
Total Net Asset Value |
|
$ |
2,928 |
|
|
$ |
5,004 |
|
|
$ |
11,365 |
|
|
$ |
22,744 |
|
|
$ |
|
|
|
$ |
22,744 |
|
|
|
|
(1) |
|
Based on the allocation per the partnership agreement which is first to the extent of the limited partners preferred return of 7%,
second to the General Partner until its allocation equals 20% of the limited partners preferred return, and third 80% to the limited partners and 20% to the General partner of any remaining amounts. |
|
(2) |
|
Represents the amount of value allocated to the General partner in the formation transactions. |
From: Boehm, Steven
Sent: Thursday, February 01, 2007 4:49 PM
To: Boehm, Steven; pfordter@sec.gov; distefanov@sec.gov
Cc: John A. Good (E-mail); Robert H. Rosenblum Esq. (E-mail)
Subject: RE: Revised Disclosure for Triangle with attachment
Forgive the technical glitch
Effective concurrently with the closing 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 $21.3 million, to
the limited partners of Triangle Mezzanine Fund LLLP in exchange for their limited partnership
interests. We will also issue an aggregate of 500,000 shares of our common stock, having an
aggregate value of $7.5 million, to the members of the general partner of Triangle Mezzanine Fund
LLLP in exchange for the general partnership interest in Triangle Mezzanine Fund LLLP. The
1,916,667 shares of common stock we will issue will have an aggregate value of $28.8 million based
on the initial public offering price, while our pro forma aggregate net asset value as of September
30, 2006, assuming the exchange of 1,916,667 shares of common stock for all partnership interests
on that date, was $22.7 million, meaning that we will issue shares of common stock at an aggregate
premium of $6.1 million to our pro forma net asset value. Our pro forma as-adjusted net asset
value per share as of September 30, 2006 assuming the acquisition of all the outstanding
partnership interests and consummation of this offering was $70.1 million or approximately $12.87
per share. Consequently, investors purchasing stock in this offering will incur immediate dilution
of $2.13 per share. See Dilution on page [___] for more information.
Original Message
From: Boehm, Steven
Sent: Thursday, February 01, 2007 4:44 PM
To: pfordter@sec.gov; distefanov@sec.gov
Cc: John A. Good (E-mail); Robert H. Rosenblum Esq. (E-mail)
Subject: Revised Disclosure for Triangle
Rich:
Per our conversation earlier this afternoon, attached is a revised version of the cover
disclosure relating to the share pricing.
Please let me know if this does the trick.
Thanks Rich.
Steve
Steven B. Boehm
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004
Steven.Boehm@sablaw.com
202.383.0176 phone
202.637.3593 fax
202.489.8607 cell
CIRCULAR 230 DISCLOSURE: To comply with Treasury
Department regulations, we inform you that, unless
otherwise expressly indicated, any tax advice contained in
this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the
purpose of (i)avoiding penalties that may be imposed under
the Internal Revenue Code or any other applicable tax law,
or (ii) promoting, marketing or recommending to another
party any transaction, arrangement, or other matter.
The information contained in this message from Sutherland
Asbill & Brennan LLP and any attachments are confidential
and intended only for the named recipient(s). If you have
received this message in error, you are prohibited from
copying, distributing or using the information. Please
contact the sender immediately by return email and delete
the original message.