EXHIBIT 4.2
Published on March 12, 2008
EXHIBIT 4.2
TRIANGLE
CAPITAL CORPORATION
DIVIDEND REINVESTMENT PLAN
DIVIDEND REINVESTMENT PLAN
Triangle Capital Corporation, a Maryland corporation (the
Corporation), hereby adopts the following plan (the
Plan) with respect to dividends and distributions
declared by its Board of Directors (the Board of
Directors) on shares of its common stock, par value $0.001
per share (the Common Stock):
1. Unless a stockholder specifically elects to receive cash
as set forth below, all cash dividends and distributions
hereafter declared by the Board of Directors shall be payable in
shares of the Common Stock of the Corporation, and no action
shall be required on such stockholders part to receive a
distribution in stock.
2. Such cash dividends and distributions shall be payable
on such date or dates as may be fixed from time to time by the
Board of Directors to stockholders of record at the close of
business on the record date(s) established by the Board of
Directors for the dividend
and/or
distribution involved.
3. The Corporation intends to use primarily newly-issued
shares of its Common Stock to implement the Plan, so long as the
Corporations Common Stock is trading at or above net asset
value. If the Corporations Common Stock is trading below
net asset value, the Corporation will purchase shares in the
open market to implement the Plan. However, the Corporation
reserves the right to purchase shares in the open market at any
time in connection with its obligations under the Plan. If
dividends and distributions are reinvested in newly-issued
shares, then the number of shares to be issued to a stockholder
shall be determined by dividing the total dollar amount of the
distribution payable to such stockholder by the market price per
share of the Corporations Common Stock at the close of
regular trading on the NASDAQ Global Market on the valuation
date fixed by the Board of Directors for such distribution.
Market price per share on that date shall be the closing price
for such shares on the NASDAQ Global Market or, if no sale is
reported for such day, at the average of their reported bid and
asked prices. If dividends and distributions are reinvested in
shares purchased on the open market, then the number of shares
received by a stockholder shall be determined by dividing the
total dollar amount of the distribution payable to such
stockholder by the average price per share for all shares
purchased by the Plan Administrator on the open market in
connection with such distribution.
4. A stockholder may, however, elect to receive his, her or
its dividends and distributions in cash. To exercise this
option, such stockholder shall notify The Bank of New York
Mellon, the plan administrator (the Plan
Administrator), so that such notice is received by the
Plan Administrator no later than three (3) days prior to
the payment date fixed by the Board of Directors for the
dividend
and/or
distribution involved for the payment to be paid in cash. If
such notice is received by the Plan Administrator less than
three (3) days prior to the payment date, then that
dividend will be reinvested pursuant to the terms of the Plan
and any subsequent dividends will be paid in cash.
5. The Plan Administrator will set up an account for shares
acquired pursuant to the Plan for each stockholder who has not
so elected to receive dividends and distributions in cash (each
a Participant). The Plan Administrator may hold each
Participants shares, together with the shares of other
Participants, in non-certificated form in the Plan
Administrators name or that of its nominee. Upon request
by a Participant, received no later than three (3) days
prior to a payment date, the Plan Administrator will promptly
terminate the Participants account and, instead of
crediting shares to
and/or
carrying shares in a Participants account, will issue a
certificate registered in the Participants name for the
number of whole shares registered to the Participant and a check
for any fractional interest, the value of which will be
calculated using the market value of the Corporations
shares determined in accordance with Section 3 hereof, less
any service fees. If a request to terminate a Participants
account is received by the Plan Administrator less than three
(3) days prior to a payment date, then the shares payable
to the Participant in connection with that distribution will be
credited to the Participants account and, for subsequent
distributions, the Participant will receive his, her or its
dividends and distributions in cash.
1
6. Upon request by a Participant, the Plan Administrator
will, without charge to the Participant, issue a certificate
registered in the Participants name for the number of
whole shares registered to the Participant without terminating
the Participants account.
7. The Plan Administrator will confirm to each Participant
each acquisition made pursuant to the Plan as soon as
practicable after the date of each acquisition. Although each
Participant may from time to time have an undivided fractional
interest (computed to three decimal places) in a share of Common
Stock of the Corporation, no certificates for a fractional share
will be issued. However, dividends and distributions on
fractional shares will be credited to each Participants
account. In the event of termination of a Participants
account under the Plan, the Plan Administrator will adjust for
any such undivided fractional interest in cash at the market
value of the Corporations shares at the time of
termination.
8. The Plan Administrator will forward to each Participant
any Corporation-related proxy solicitation materials and each
Corporation report or other communication to stockholders, and
will vote any shares held by it under the Plan in accordance
with the instructions set forth on proxies returned by
Participants to the Corporation.
9. In the event that the Corporation makes available to its
stockholders rights to purchase additional shares or other
securities, the shares held by the Plan Administrator for each
Participant under the Plan will be added to any other shares
held by the Participant in certificated form in calculating the
number of rights to be issued to the Participant.
10. The Plan Administrators service fee, if any, for
purchases made pursuant to the Plan, and expenses for
administering the Plan will be paid for by the Corporation.
11. Each Participant may terminate his, her or its account
under the Plan by so notifying the Plan Administrator via the
Plan Administrators website at
https://www.bnymellon.com/shareowner/isd, by filling out the
transaction request form located at the bottom of the
Participants Statement and sending it to BNY Mellon
Shareowner Services, P.O. Box 358035, Pittsburgh,
Pennsylvania
15252-8015,
or by calling the Plan Administrator at
(866) 228-7201.
Such termination will be effective immediately. The Plan may be
terminated by the Corporation upon notice in writing mailed to
each Participant at least 30 days prior to any record date
for the payment of any dividend or distribution by the
Corporation. Upon any termination, the Plan Administrator will
cause a certificate or certificates to be issued for the full
shares held for the Participant under the Plan and a cash
adjustment for any fractional share to be delivered to the
Participant without charge to the Participant. If a Participant
elects by his, her or its notice to the Plan Administrator in
advance of termination to have the Plan Administrator sell part
or all of his, her or its shares and remit the proceeds to the
Participant, the Plan Administrator is authorized to deduct a
fee of $15.00 plus a brokerage commission of $0.10 per share
from the proceeds. A sale request that is received (i) by
mail before [12:00 p.m. Eastern Time], or
(ii) via the internet or by telephone before
4:00 p.m. Eastern Time, will, subject to market
conditions and their factors, generally be sold the next
business day. To submit a sale request via the Internet, a
Participant must have his, her or its
10-digit
account number as provided by the Plan Administrator, and his,
her or its social security number or federal taxpayer
identification number, as applicable.
12. Any shares issued in connection with a stock dividend
or stock split declared by the Corporation will be added to the
Participants account with the Plan Administrator.
Transaction processing may be curtailed or suspended until the
completion of such stock split or payment of such stock dividend.
13. These terms and conditions may be amended or
supplemented by the Corporation at any time but, except when
necessary or appropriate to comply with applicable law or the
rules or policies of the Securities and Exchange Commission or
any other regulatory authority, only by mailing to each
Participant appropriate written notice at least 30 days
prior to the effective date thereof. The amendment or supplement
shall be deemed to be accepted by each Participant unless, prior
to the effective date thereof, the Plan Administrator receives
written notice of the termination of his, her or its account
under the Plan. Any such amendment may include an appointment by
the Plan Administrator in its place and stead of a successor
agent under these terms and conditions, with full power and
authority to perform all
2
or any of the acts to be performed by the Plan Administrator
under these terms and conditions. Upon any such appointment of
any agent for the purpose of receiving dividends and
distributions, the Corporation will be authorized to pay to such
successor agent, for each Participants account, all
dividends and distributions payable on shares of the Corporation
held in the Participants name or under the Plan for
retention or application by such successor agent as provided in
these terms and conditions.
14. The Plan Administrator will at all times act in good
faith for all purchases and sales and will use its commercially
reasonable best efforts to ensure its full and timely
performance of all services to be performed by it under this
Plan and to comply with applicable law, but assumes no
responsibility and shall not be liable for loss or damage due to
errors unless such error is caused by the Plan
Administrators gross negligence, bad faith, or willful
misconduct or that of its employees or agents.
15. A Participant may request to have some or all of the
Participants shares certificated or sold without
terminating his, her or its account with the Plan Administrator.
The Plan Administrator does not charge a fee for providing
certificated shares, but charges a fee of $15.00 plus a
brokerage commission of $0.10 per share for shares sold by the
Plan Administrator.
16. A Participant may deposit certificated shares into the
Participants account with the Plan Administrator at any
time. The Plan Administrator charges a Participant a one-time
fee of $7.50 for this service. The Participant, and not the
Corporation, will pay this fee.
17. These terms and conditions shall be governed by the
laws of the State of New York, including without limitation,
Section 5-1401
of the New York General Obligations Law.
Dated January 31, 2007
3