posex
As filed with the Securities and Exchange Commission on August 24, 2011
Securities Act File No. 333-151930
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
þ Post-Effective Amendment No. 10
TRIANGLE CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina 27612
(Address of Principal Executive Officers)
Registrant’s Telephone Number, Including Area Code:
(919) 719-4770
Garland S. Tucker III
President and Chief Executive Officer
3700 Glenwood Avenue, Suite 530
Raleigh, North Carolina 27612
(Name and Address of Agent For Service)
Copies to:
John A. Good, Esq.
Bass, Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, Tennessee 38103-3672
Tel: (901) 543-5901
Fax: (888) 543-4644
Approximate Date of Proposed Public Offering: From time to time after the effective date of
the Registration Statement.
If any securities being registered on this form will be offered on a delayed or continuous
basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in
connection with a dividend reinvestment plan, check the following box. þ
This filing will become effective immediately upon filing pursuant to Rule 462(d) under the
Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 10 to the Registration Statement on Form N-2 (File No.
333-151930) of Triangle Capital Corporation (the “Registration Statement”) is being filed pursuant
to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the
purpose of filing an exhibit to the Registration Statement. Accordingly, this Post-Effective
Amendment No. 10 consists only of a facing page, this explanatory note and Part C of the
Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This
Post-Effective Amendment No. 10 does not modify any other part of the Registration Statement.
Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 10 shall become
effective immediately upon filing with the Securities and Exchange Commission. The contents of the
Registration Statement are hereby incorporated by reference.
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PART C
Other Information
Item 25. Financial Statements and Exhibits.
(1) Financial Statements
The following financial statements of the Registrant are included in Part A and B of this
Registration Statement:
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Audited Financial Statements |
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Report of Independent Registered Public Accounting Firm |
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F-1 |
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Consolidated Balance Sheets as of December 31, 2010 and 2009 |
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F-3 |
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Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008 |
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F-4 |
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Consolidated Statements of Changes in Net Assets for the years ended December 31, 2010, 2009 and 2008 |
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F-5 |
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Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008 |
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F-6 |
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Consolidated Schedule of Investments as of December 31, 2010 |
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F-7 |
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Consolidated Schedule of Investments as of December 31, 2009 |
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F-14 |
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Notes to Financial Statements |
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F-19 |
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(2) Exhibits
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(a)
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Articles of Amendment and Restatement of the
Registrant (Incorporated by reference to Exhibit
(a)(3) to the Registration Statement on Form
N-2/N-5, File No. 333-138418, filed on December 29,
2006) |
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(b)
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Third Amended and Restated Bylaws of the Registrant
(Incorporated by reference to Exhibit 3.2 to the
Registrant’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, filed on May 4, 2011) |
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(c)
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Not Applicable |
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(d)
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Form of Common Stock Certificate (Incorporated by
reference to Exhibit (d) to Post-Effective
Amendment No. 1 to the Registration Statement on
Form N-2/N-5, File No. 333-138418, filed on
February 15, 2007) |
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(e)
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Dividend Reinvestment Plan (Incorporated by
reference to Exhibit 4.2 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31,
2007, filed on March 12, 2008) |
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(f)(1)
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Triangle Mezzanine Fund LLLP debentures guaranteed
by the SBA (Incorporated by reference to Exhibits
f(1) through f(6) to the Registration Statement on
Form N-2, File No. 333-151930, filed on June 25,
2008) |
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(f)(2)
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Agreement to Furnish Certain Instruments
(Incorporated by reference to Exhibit (f)(7) to the
Registration Statement on Form N-2, File No.
333-151930, filed on June 25, 2008) |
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(g)
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Not Applicable |
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(h)
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*Underwriting Agreement dated August 23, 2011 by
and among Triangle Capital Corporation and the
Underwriters named therein |
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(i)(1)
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Triangle Capital Corporation Amended and Restated
2007 Equity Incentive Plan (Incorporated by
reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K, filed on May 9, 2008) |
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(i)(2)
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Triangle Capital Corporation Executive Officer Restricted Share Award Agreement (Incorporated by
Reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2010 filed on March 9, 2011) |
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(j)(1)
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Custodian Agreement between the Registrant and U.S. Bank National Association (Incorporated by
reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2006, filed on March 29, 2007) |
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(j)(2)
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Amendment to Custody Agreement between the Registrant and U.S. Bank National Association dated
February 5, 2008 (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2007, filed on March 12, 2008) |
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(j)(3)
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Custodian Agreement between the Registrant and Branch Banking and Trust Company dated June 13, 2011 |
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(k)(1)
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Stock Transfer Agency Agreement between the Registrant and The Bank of New York (Incorporated by
reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended
December 31, 2007, filed on March 12, 2008) |
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(k)(2)
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Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated March 27,
2008 (Incorporated by reference to Exhibit (k)(6) to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2, File No. 333-151930 filed on August 13, 2008) |
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(k)(3)
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Credit Agreement between the Registrant, Branch Banking and Trust Company, BB&T Capital Markets
and Fifth Third Bank dated May 9, 2011 (Incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K, filed on May 11, 2011) |
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(k)(4)
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General Security Agreement between the Registrant, ARC Industries Holdings, Inc., Brantley
Holdings, Inc., Energy Hardware Holdings, Inc., Minco Holdings, Inc., Peaden Holdings, Inc.,
Technology Crops Holdings, Inc. and Branch Banking and Trust Company dated May 9, 2011
(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed
on May 11, 2011) |
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(k)(5)
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Equity Pledge Agreement between the Registrant, ARC Industries Holdings, Inc., Brantley Holdings,
Inc., Energy Hardware Holdings, Inc., Minco Holdings, Inc., Peaden Holdings, Inc., Technology
Crops Holdings, Inc. and Branch Banking and Trust Company dated May 9, 2011 (Incorporated by
reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on May 11, 2011) |
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(l)
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Opinion and Consent of Counsel (Incorporated by reference to Exhibit (l) to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-2, File No. 333-151930 filed on August 13,
2008) |
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(m)
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Not Applicable |
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(n)(1)
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Consent of Ernst & Young LLP, the independent registered public accounting firm for Registrant
(Incorporated by reference to Exhibit (n)(1) to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-2, File No. 333-151930 filed on April 1, 2011) |
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(n)(2)
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Report of Ernst & Young LLP regarding the senior security table contained herein (Incorporated by
reference to Exhibit (n)(2) to Post-Effective Amendment No. 9 to the Registration Statement on
Form N-2, File No. 333-151930 filed on April 1, 2011) |
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(n)(3)
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Consent of Duff & Phelps, LLC (Incorporated by reference to Exhibit (n)(3) to Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-151930 filed on September
16, 2008) |
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(o)
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Not Applicable |
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(p)
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Subscription and Investment Letter Agreement between the Registrant and Garland S. Tucker III
(Incorporated by reference to Exhibit (p) to the Registration Statement on Form N-2/N-5, File No.
333-138418, filed November 3, 2006) |
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(q)
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Not Applicable |
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(r)
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Triangle Capital Corporation Code of Business Conduct and Ethics (Incorporated by reference to
Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010
filed on March 9, 2011) |
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(s)
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Power of Attorney (included on signature page hereto) |
Item 26. Marketing Arrangements.
The information contained under the heading “Plan of Distribution” on this Registration
Statement is incorporated herein by reference and any information concerning any underwriters will
be contained in the accompanying prospectus supplement.
Item 27. Other Expenses of Issuance and Distribution.
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SEC registration fee |
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11,790 |
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New York Stock Exchange additional listing fee |
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58,000 |
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Nasdaq Global Market additional listing fee |
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$ |
94,658 |
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FINRA fee |
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30,500 |
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Accounting fees and expenses |
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100,000 |
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Legal fees and expenses |
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500,000 |
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Printing and engraving |
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$ |
300,000 |
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Miscellaneous fees and expenses |
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10,000 |
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Total |
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1,104,938 |
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Estimated for filing purposes. |
All of the expenses set forth above shall be borne by the Registrant.
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Item 28. Persons Controlled By or Under Common Control.
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Triangle Mezzanine Fund LLLP, a North Carolina limited liability limited partnership and wholly-owned
subsidiary of the Registrant |
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Triangle Mezzanine Fund II LP, a Delaware limited partnership and wholly-owned subsidiary of the Registrant |
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New Triangle GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Registrant |
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New Triangle GP, LLC, a North Carolina limited liability company and wholly-owned subsidiary of the Registrant |
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ARC Industries Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
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Brantley Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
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Emerald Waste Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
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Energy Hardware Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
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Minco Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
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Peaden Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
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Technology Crops Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
In addition, Triangle Capital Corporation may be deemed to control certain portfolio
companies. For a more detailed discussion of these entities, see “Portfolio Companies” in the
prospectus.
Item 29. Number of Holders of Securities.
The following table sets forth the number of record holders of the Registrant’s capital stock
at August 23, 2011.
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Number of |
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Record |
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Holders |
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Common stock, $0.001 par value |
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Item 30. Indemnification.
Maryland law permits a Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or profit in money,
property or services or (b) active and deliberate dishonesty established by a final judgment as
being material to the cause of action. Our charter contains such a provision that eliminates
directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the
requirements of the 1940 Act.
Our charter authorizes us, to the maximum extent permitted by Maryland law and subject to the
requirements of the 1940 Act, to indemnify any present or former director or officer or any
individual who, while a director or officer and at our request, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a
director, officer, partner or trustee, from and against any claim or liability to
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which such person may become subject or which such person may incur by reason of his or her service
in any such capacity, except with respect to any matter as to which he or she is finally
adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or
her action was in our best interest.
Our bylaws obligate us, to the maximum extent permitted by Maryland law and subject to the
requirements of the 1940 Act, to indemnify any present or former director or officer or any
individual who, while a director or officer and at our request, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a
director, officer, partner or trustee and who is made, or threatened to be made, a party to the
proceeding by reason of his or her service in any such capacity from and against any claim or
liability to which that person may become subject or which that person may incur by reason of his
or her service in any such capacity. Our bylaws also require us, to the maximum extent permitted by
Maryland law, without requiring a preliminary determination of the ultimate entitlement to
indemnification, to pay or reimburse reasonable expenses incurred by any such indemnified person in
advance of the final disposition of a proceeding.
Maryland law requires a corporation (unless its charter provides otherwise, which our charter
does not) to indemnify a director or officer who has been successful in the defense of any
proceeding to which he or she is made, or threatened to be made, a party by reason of his or her
service in that capacity. Maryland law permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding to which they may
be made, or threatened to be made, a party by reason of their service in those or other capacities
unless it is established that (a) the act or omission of the director or officer was material to
the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result
of active and deliberate dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by
or in the right of the corporation or for a judgment of liability on the basis that a personal
benefit was improperly received, unless in either case a court orders indemnification, and then
only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses
to a director or officer upon the corporation’s receipt of (a) a written affirmation by the
director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by him or her or on
his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately
determined that the standard of conduct was not met.
The Registrant has obtained primary and excess insurance policies insuring our directors and
officers against some liabilities they may incur in their capacity as directors and officers. Under
such policies, the insurer, on the Registrant’s behalf, may also pay amounts for which the
Registrant has granted indemnification to the directors or officers.
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Item 31. Business and Other Connections of Investment Adviser.
Not applicable.
Item 32. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules thereunder are maintained at the Registrant’s offices
at 3700 Glenwood Avenue, Suite 530, Raleigh, North Carolina 27612.
Item 33. Management Services.
Not applicable.
Item 34. Undertakings.
1. We hereby undertake to suspend any offering of shares until the prospectus or prospectus
supplement is amended if (1) subsequent to the effective date of this registration statement, our
net asset value declines more than ten percent from our net asset value as of the effective date of
this registration statement or (2) our net asset value increases to an amount greater than our net
proceeds (if applicable) as stated in the prospectus or prospectus supplement.
2. We hereby undertake:
a. to file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the 1933 Act;
(2) to reflect in the prospectus or prospectus supplement any facts or events after the
effective date of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(3) to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such information
in this registration statement.
b. for the purpose of determining any liability under the 1933 Act, that each such
post-effective amendment to this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of those securities at that
time shall be deemed to be the initial bona fide offering thereof.
c. to remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
d. for the purpose of determining liability under the 1933 Act to any purchaser, that if we
are subject to Rule 430C under the 1933 Act, each prospectus filed pursuant to Rule 497(b), (c),
(d) or (e) under the 1933 Act as part of this registration statement relating to an offering shall
be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness, provided, however, that no statement made in a registration statement or
prospectus or prospectus supplement that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to
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such first use, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use.
e. for the purpose of determining liability of the Registrant under the 1933 Act to any
purchaser in the initial distribution of securities, that if the securities are offered or sold to
such purchaser by means of any of the following communications, we will be a seller to the
purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus or prospectus supplement of us relating to the
offering required to be filed pursuant to Rule 497 under the 1933 Act;
(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the
offering containing material information about us or our securities provided by or on behalf of
us; and
(3) any other communication that is an offer in the offering made by us to the purchaser.
f. to file a post-effective amendment to the registration statement, and to suspend any offers
or sales pursuant the registration statement until such post-effective amendment has been declared
effective under the 1933 Act, in the event the shares of the Registrant are trading below its net
asset value and either (i) the Registrant receives, or has been advised by its independent
registered accounting firm that it will receive, an audit report reflecting substantial doubt
regarding the Registrant’s ability to continue as a going concern or (ii) the Registrant has
concluded that a material adverse change has occurred in its financial position or results of
operations that has caused the financial statements and other disclosures on the basis of which the
offering would be made to be materially misleading.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act
of 1940, the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Raleigh, and state of North Carolina, on
the 24th day of August 2011.
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TRIANGLE CAPITAL CORPORATION |
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By:
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/s/ Garland S. Tucker, III |
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Name: Garland S. Tucker, III |
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Title: President, Chief Executive Officer &
Chairman of the Board of Directors |
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes
and appoints Garland S. Tucker, III , Steven C. Lilly and C. Robert Knox, Jr. his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all amendments and
post-effective amendments to this Registration Statement and any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has
been signed below by the following persons in the capacities and on the date indicated:
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Title |
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Date |
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| /s/ Garland S. Tucker, III
Garland S. Tucker, III |
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President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)
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August 24, 2011 |
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Steven C. Lilly |
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Chief Financial Officer, Treasurer,
Secretary and Director
(Principal Financial Officer)
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August 24, 2011 |
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Brent P. W. Burgess |
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Chief Investment Officer and Director
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August 24, 2011 |
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C. Robert Knox, Jr. |
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Controller (Principal Accounting Officer)
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August 24, 2011 |
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W. McComb Dunwoody |
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Director
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August 24, 2011 |
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Benjamin S. Goldstein |
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Director
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August 24, 2011 |
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Simon B. Rich, Jr. |
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Director
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August 24, 2011 |
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Sherwood H. Smith, Jr. |
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Director
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August 24, 2011 |
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Mark M. Gambill |
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Director
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August 24, 2011 |
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*By:
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/s/ Garland S. Tucker, III
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August 24, 2011 |
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Garland S. Tucker, III, Attorney-in-fact |
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