þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 06-1798488 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
3600 Glenwood Avenue, Suite 104 | ||
Raleigh, North Carolina | 27612 | |
(Address and zip code of principal executive offices) | (Zip Code) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
September 30,
December 31,
2007
2006
(Consolidated)
(Combined)
(Unaudited)
$
63,449,412
$
42,370,348
13,946,303
10,011,145
18,483,136
2,614,935
95,878,851
54,996,428
(1,125,654
)
(774,216
)
35,789,724
2,556,502
304,831
134,819
30,382
1,020,646
998,746
985,477
34,701
$
131,911,581
$
58,919,656
$
740,300
$
794,983
171,222
606,296
531,566
30,000
35,800,000
31,800,000
36,711,522
33,762,845
100
21,250,000
6,804
87,599,046
1,500
1,714,052
1,570,135
5,880,157
2,335,076
95,200,059
25,156,811
$
131,911,581
$
58,919,656
$
13.99
N/A
Table of Contents
Three Months
Three Months
Nine Months
Nine Months
Ended
Ended
Ended
Ended
September 30,
September 30,
September 30,
September 30,
2007
2006
2007
2006
(Consolidated)
(Combined)
(Consolidated)
(Combined)
$
1,728,682
$
1,137,179
$
4,233,318
$
3,353,636
574,964
151,478
1,368,578
483,817
361,395
74,606
845,136
217,559
2,665,041
1,363,263
6,447,032
4,055,012
213,850
204,240
590,655
594,119
63,556
10,336
159,098
29,187
143,188
42,370
294,501
123,558
420,594
256,946
1,044,254
746,864
508,652
93,274
1,502,341
212,115
3,594,287
1,713,483
8,993,627
5,013,991
525,081
459,746
1,545,798
1,378,736
28,515
25,158
83,731
74,397
398,441
232,423
1,190,632
1,048,690
81
2,690,946
39,820
1,602,286
883,426
4,552,898
2,683,585
1,992,001
830,057
4,440,729
2,330,406
(1,464,224
)
5,977,109
141,014
141,014
1,233,666
228,700
3,545,081
(2,552,800
)
1,374,680
228,700
2,221,871
3,424,309
$
3,366,681
$
1,058,757
$
6,662,600
$
5,754,715
$
0.30
N/A
$
0.66
N/A
$
0.50
N/A
$
0.99
N/A
$
0.26
N/A
$
0.41
N/A
6,735,177
N/A
6,703,414
N/A
N/A
$
211,751
N/A
$
1,150,943
N/A
847,006
N/A
4,603,772
N/A
$
1,058,757
N/A
$
5,754,715
Table of Contents
Accumulated
Net
Capital
Undistributed
Unrealized
General
Limited
Contribution
Net
Appreciation
Total
Partners
Partners
Commitment
Realized
of
Net
Capital
Capital
Receivable
Earnings
Investments
Assets
$
100
$
21,250,000
$
(10,625,000
)
$
(2,010,553
)
$
2,750,000
$
11,364,547
10,625,000
10,625,000
(5,000,010
)
(5,000,010
)
2,330,406
2,330,406
5,977,109
(5,977,109
)
3,424,309
3,424,309
$
100
$
21,250,000
$
$
1,296,952
$
197,200
$
22,744,252
Accumulated
Net
Undistributed
Unrealized
General
Limited
Common Stock
Additional
Net
Appreciation
Total
Partners
Partners
Number
Par
Paid In
Realized
of
Net
Capital
Capital
of Shares
Value
Capital
Earnings
Investments
Assets
$
100
$
21,250,000
100
$
$
1,500
$
1,570,135
$
2,335,076
$
25,156,811
4,770,000
4,770
64,723,267
64,728,037
(100
)
(21,250,000
)
1,916,660
1,917
21,248,183
4,440,729
4,440,729
(1,323,210
)
1,464,224
141,014
2,080,857
2,080,857
117,103
117
1,626,096
(2,753,555
)
(1,127,342
)
(220,047
)
(220,047
)
$
$
6,803,863
$
6,804
$
87,599,046
$
1,714,052
$
5,880,157
$
95,200,059
Table of Contents
Nine Months
Nine Months
Ended
Ended
September 30,
September 30,
2007
2006
(Consolidated)
(Combined)
$
6,662,600
$
5,754,715
(42,534,975
)
(15,703,478
)
4,878,207
9,870,607
894,904
474,795
1,323,210
(5,977,109
)
(3,545,081
)
2,552,800
(845,033
)
(383,073
)
83,731
74,397
(543,466
)
(400,291
)
(158,751
)
(119,593
)
4,605
(170,012
)
(50,172
)
(30,382
)
(54,683
)
(13,226
)
(435,074
)
(414,494
)
(30,000
)
(34,500,200
)
(4,334,122
)
(39,306
)
(39,306
)
4,000,000
(97,000
)
64,728,037
1,020,646
10,625,000
(1,127,342
)
(751,613
)
(5,000,010
)
67,772,728
5,624,990
33,233,222
1,290,868
2,556,502
6,067,164
$
35,789,724
$
7,358,032
$
1,980,873
$
1,793,230
Table of Contents
Type of Investment
Principal
Fair
Portfolio Company
Industry
(1) (2)
Amount
Cost
Value (3)
Non-Control / Non-Affiliate Investments:
Airline Services
Subordinated Note (12%, Due 06/09)
$
4,235,546
$
4,084,696
$
4,084,696
Common Stock Warrants (1,356,668 shares)
414,285
767,203
4,235,546
4,498,981
4,851,899
Specialty Trade Contractors
Subordinated Note (12%, Due 03/11)
3,144,654
3,036,563
3,036,563
Subordinated Note (14%, Due 03/11)
1,872,075
1,872,075
1,872,075
Common Stock Warrants (455 shares)
142,361
1,238,500
5,016,729
5,050,999
6,147,138
Commercial and Consumer Marketing Products
Subordinated Note (14%, Due 03/13)
4,293,318
4,269,604
4,269,604
Unit purchase warrant (87,302 Class C units)
25,200
25,200
4,293,318
4,294,804
4,294,804
Retail, Wholesale and Distribution
Subordinated Note (14%, Due 01/10)
2,506,822
2,484,983
2,484,983
Membership unit warrants (15% of units (150 units))
40,800
42,800
2,506,822
2,525,783
2,527,783
Auto Components / Metal Fabrication
Subordinated Note (17%, Due 03/12)
3,780,224
3,780,224
3,780,224
Common Stock (200 shares)
200,000
3,780,224
3,980,224
3,780,224
Plastic Component Manufacturing
Subordinated Note (14%, Due 10/11)
1,500,000
1,407,642
1,407,642
Common Stock Warrants (12% of common stock)
108,534
1,500,000
1,516,176
1,407,642
Specialty Healthcare Products Manufacturer
Subordinated Note (16%, Due 03/10)
4,900,829
4,900,829
4,900,829
Royalty rights
308,800
4,900,829
4,900,829
5,209,629
Data Center Services Provider
Senior Note (10%, Due 07/13)
4,289,804
4,289,804
4,289,804
2
nd
Lien Note
(13%, Due 01/14)
888,514
888,514
888,514
Revolving Line of Credit (10%)
70,880
70,880
70,880
5,249,198
5,249,198
5,249,198
Satellite Communication Manufacturer
Common Stock (210,263 shares)
101,500
751,500
101,500
751,500
Table of Contents
Type of Investment
Principal
Fair
Portfolio Company
Industry
(1) (2)
Amount
Cost
Value (3)
Specialty Health Care Services
Subordinated Note (13%, Due 03/11)
1,000,000
956,194
956,194
Common Stock Warrants (6% of common stock)
55,268
43,200
Common Stock (30 shares)
30,000
11,300
1,000,000
1,041,462
1,010,694
Specialty Trade Contractors
Subordinated Notes (13%-17.5%, Due 04/11)
2,494,953
2,494,953
2,494,953
Common Stock (250 shares)
250,000
69,400
2,494,953
2,744,953
2,564,353
Specialty Chemical Manufacturer
Subordinated Note (12.5%, Due 09/09)
3,750,000
3,750,000
3,750,000
Preferred Stock (9,875 shares)
308,333
892,500
3,750,000
4,058,333
4,642,500
Restaurant
2
nd
Lien Note
(12.8%, Due 12/11)
3,000,000
3,000,000
3,000,000
Membership Units (5,000 units)
500,000
484,400
3,000,000
3,500,000
3,484,400
Specialty Woven Fabrics Manufacturer
Subordinated Note (14%, Due 08/11)
3,098,437
3,037,970
3,037,970
Common Stock Warrants (56,559 shares)
83,414
3,098,437
3,121,384
3,037,970
Municipal Business Services
Subordinated Note (12%, Due 03/11)
2,000,000
1,957,828
1,957,828
Common Stock Warrants (112 shares)
58,995
535,600
2,000,000
2,016,823
2,493,428
Specialty Chemical Manufacturer
Senior Note (10%, Due 08/12-02/14)
5,000,000
5,000,000
5,000,000
Common Units (2,114 units)
1,000,000
1,000,000
5,000,000
6,000,000
6,000,000
Consumer Home Furnishings Manufacturer
Subordinated Note (13%, Due 04/14)
4,500,000
4,500,000
4,500,000
Senior Note (8.3%, Due 04/13)
1,496,250
1,496,250
1,496,250
5,996,250
5,996,250
5,996,250
57,822,306
60,597,699
63,449,412
Industrial
Equipment Manufacturer
Subordinated Note (14%, Due 01/11)
2,070,719
2,070,719
2,070,719
Common Stock (34,100 shares)
200,000
556,700
Common Stock Warrant (1,000 shares)
12,500
2,070,719
2,270,719
2,639,919
Table of Contents
Type of Investment
Principal
Fair
Portfolio Company
Industry
(1) (2)
Amount
Cost
Value (3)
Oil and Gas Services
Subordinated Note -
Brantley Transportation
(14%, Due 12/12)
3,800,000
3,769,416
3,769,416
Common Unit Warrants - Brantley Transportation
33,600
50,800
(4,560 common units)
Preferred Units - Pine Street (200 units)
200,000
172,800
Common Unit Warrants - Pine Street (2,220 units)
3,800,000
4,003,016
3,993,016
Energy Products and Services
Subordinated Note (15%, Due 04/12)
6,082,968
6,082,968
6,082,968
Class A Units (500,000 units)
500,000
500,000
6,082,968
6,582,968
6,582,968
Lab Testing Services
Genapure Common Stock (4,286 shares)
500,000
647,975
Genpref Preferred Stock (455 shares)
63,602
82,425
563,602
730,400
11,953,687
13,420,305
13,946,303
Remediation Services
Subordinated Note (19%, Due 11/10)
2,572,553
2,572,553
2,572,553
Membership Units (3,000 units)
175,000
148,700
2,572,553
2,747,553
2,721,253
Packaging and Materials Handling
Subordinated Note (16.5%, Due 05/13)
8,561,883
8,561,883
8,561,883
Equipment Manufacturer
Membership Units (4,200,000 units)
4,200,000
4,200,000
8,561,883
12,761,883
12,761,883
Metal Fabrication
Membership Units (4,730 units)
471,254
3,000,000
471,254
3,000,000
11,134,436
15,980,690
18,483,136
$
80,910,429
$
89,998,694
$
95,878,851
*
Value as a percent of net assets
(1)
All debt investments are income producing. Common stock, preferred stock and all warrants are
non-income producing.
(2)
Interest rates on subordinated debt include cash interest rate and paid-in-kind interest
rate.
(3)
All investments are restricted as to resale and were valued at fair value as determined in
good faith by the Board of Directors.
(4)
Pine Street Holdings, LLC is the majority owner of Brantley Transportation, LLC and its sole
business purpose is its ownership of Brantley Transportation, LLC.
(5)
Genpref is the sole owner of Genapures preferred stock and its sole business purpose is its
ownership of Genapures preferred stock.
Table of Contents
Type of Investment
Principal
Fair
Portfolio Company
Industry
(1) (2)
Amount
Cost
Value (3)
Non-Control / Non-Affiliate Investments:
Airline Services
Subordinated Note (12%, Due 06/09)
$
4,226,813
$
4,010,000
$
4,010,000
Common Stock Warrants (1,238,843 shares)
414,285
551,385
4,226,813
4,424,285
4,561,385
Specialty Trade Contractors
Subordinated Notes (12%-13%, Due 03/09-3/11)
4,000,000
3,874,015
3,874,015
Common Stock Warrants (455 shares)
142,361
142,361
4,000,000
4,016,376
4,016,376
Retail, Wholesale and Distribution
Subordinated Note (14%, Due 01/10)
2,680,155
2,652,414
2,652,414
Membership unit warrants (15% of units (150 units))
40,800
40,800
2,680,155
2,693,214
2,693,214
Auto Components / Metal Fabrication
Subordinated Note (17%, Due 03/12)
3,640,439
3,640,439
3,640,439
Common Stock (200 shares)
200,000
200,000
3,640,439
3,840,439
3,840,439
Plastic Component Manufacturing
Subordinated Note (14%, Due 10/11
1,500,000
1,395,305
1,395,305
Common Stock Warrants (12% of common stock)
108,534
108,534
1,500,000
1,503,839
1,503,839
Specialty Healthcare Products Manufacturer
Subordinated Note (16%, Due 03/10)
4,683,376
4,683,376
4,683,376
Royalty rights
250,000
4,683,376
4,683,376
4,933,376
Satellite Communication Manufacturer
Common Stock (210,263 shares)
101,500
2,070,000
101,500
2,070,000
Specialty Health Care Services
Subordinated Note (13%, Due 03/11)
1,000,000
949,099
949,099
Common Stock Warrants (6% of common stock)
55,268
94,267
Common Stock (30 shares)
30,000
51,100
1,000,000
1,034,367
1,094,466
Specialty Trade Contractors
Subordinated Notes (13%-17.5%, Due 04/11)
2,713,460
2,713,460
2,713,460
Common Stock (250 shares)
250,000
250,000
2,713,460
2,963,460
2,963,460
Specialty Chemical Manufacturer
Subordinated Note (12.5%, Due 09/09)
3,750,000
3,750,000
3,750,000
Preferred Stock (9,875 shares)
308,333
829,633
3,750,000
4,058,333
4,579,633
Table of Contents
Type of Investment
Principal
Fair
Portfolio Company
Industry
(1) (2)
Amount
Cost
Value (3)
Restaurant
2
nd
Lien Note
(12.8%, Due 12/11)
3,000,000
3,000,000
3,000,000
Membership Units (5,000 units)
500,000
673,700
3,000,000
3,500,000
3,673,700
Specialty Woven Fabrics Manufacturer
Subordinated Note (14%, Due 08/11)
3,052,167
2,981,184
2,981,184
Common Stock Warrants (56,559 shares)
83,414
83,414
3,052,167
3,064,598
3,064,598
Municipal Business Services
Subordinated Note (12%, Due 03/11)
2,000,000
1,950,190
1,950,190
Common Stock Warrants (112 shares)
58,995
189,895
2,000,000
2,009,185
2,140,085
Consumer Products Manufacturer
Subordinated Note (13%, Due 12/10)
2,700,000
2,700,000
1,235,777
Common Stock
Warrants (238 shares)
2,700,000
2,700,000
1,235,777
38,946,410
40,592,972
42,370,348
Industrial Equipment Manufacturer
Subordinated Note (14%, Due 01/11)
2,039,575
2,039,575
2,039,575
Common Stock (34,100 shares)
200,000
541,700
2,039,575
2,239,575
2,581,275
(Brantley Transportation) and
Pine Street Holdings, LLC (Pine Street)
(5) (16%)*
Oil and Gas Services
Subordinated Note -
Brantley Transportation
(14%, Due 12/12)
3,800,633
3,767,033
3,767,033
Common Unit Warrants - Brantley Transportation
33,600
33,600
(4,560 common units)
Preferred Units - Pine Street (200 units)
200,000
200,000
Common Unit Warrants - Pine Street (2,220 units)
3,800,633
4,000,633
4,000,633
Lab Testing Services
Common Stock (4,286 shares)
500,000
500,000
500,000
500,000
Metal Fabrication
Subordinated Note (12%, Due 06/10)
2,410,000
2,242,083
2,242,083
Membership Units (980 units)
250,000
142,150
Membership Warrants (3,750 Units)
221,154
545,004
2,410,000
2,713,237
2,929,237
8,250,208
9,453,445
10,011,145
Table of Contents
Type of Investment
Principal
Fair
Portfolio Company
Industry
(1) (2)
Amount
Cost
Value (3)
Remediation Services
Subordinated Note (19%, Due 11/10)
2,439,935
2,439,935
2,439,935
Membership Units (3,000 units)
175,000
175,000
2,439,935
2,614,935
2,614,935
2,439,935
2,614,935
2,614,935
$
49,636,553
$
52,661,352
$
54,996,428
*
Value as a percent of net assets
(1)
All debt investments are income producing. Common stock, preferred stock and all warrants are
non-income producing.
(2)
Interest rates on subordinated debt include cash interest rate and paid-in-kind interest rate.
(3)
All investments are restricted as to resale and were valued at fair value as determined in good
faith by the Board of Directors.
(4)
Does not include a warrant to purchase 1,000 shares of Axxioms common stock which will be held
by the Fund upon completion of the formation transactions described in Note 1.
(5)
Pine Street Holdings, LLC is the majority owner of Brantley Transportation, LLC and its sole
business purpose is its ownership of Brantley Transportation, LLC.
Table of Contents
The Company acquired 100% of the limited partnership interests in the Fund in exchange
for approximately 1.9 million shares of the Companys common stock, which became the
Companys wholly owned subsidiary, retained its license under the authority of the United
States Small Business Administrations (SBA) to operate as a Small Business Investment
Company (SBIC) and continues to hold its existing investments and make new investments
with the proceeds of the Offering.
The Company acquired 100% of the equity interests in TML, and the management agreement
between the Fund and Triangle Capital Partners, LLC was terminated.
Table of Contents
Table of Contents
Percentage of
Percentage of
Cost
Total Portfolio
Fair Value
Total Portfolio
$
69,479,614
77
%
$
69,479,614
73
%
10,856,934
12
10,856,934
11
8,699,689
10
12,517,700
13
962,457
1
2,715,803
3
308,800
$
89,998,694
100
%
$
95,878,851
100
%
$
48,788,108
93
%
$
47,323,885
86
%
2,714,833
5
5,633,283
10
1,158,411
2
1,789,260
3
250,000
1
$
52,661,352
100
%
$
54,996,428
100
%
Table of Contents
Percentage of
Percentage of
Cost
Total Portfolio
Fair Value
Total Portfolio
$
55,608,804
62
%
$
60,623,970
63
%
34,389,890
38
35,254,881
37
$
89,998,694
100
%
$
95,878,851
100
%
$
27,500,525
52
%
$
30,403,524
55
%
25,160,827
48
24,592,904
45
$
52,661,352
100
%
$
54,996,428
100
%
Table of Contents
Table of Contents
Prioritized
September 30,
December 31,
Issuance Date
Maturity Date
Return Rate
2007
2006
September 1, 2014
5.539
%
$
8,700,000
$
8,700,000
March 1, 2015
5.893
%
13,600,000
13,600,000
September 1, 2015
5.796
%
9,500,000
9,500,000
March 1, 2017
6.231
%
4,000,000
$
35,800,000
$
31,800,000
Table of Contents
Nine Months Ended September 30,
2007
2006(1)
$
13.44
N/A
0.66
N/A
(0.20
)
N/A
0.53
N/A
0.99
N/A
(0.17
)
(0.03
)
N/A
(0.24
)
$
13.99
N/A
$
13.60
N/A
6,803,863
N/A
$
95,200,059
$
22,744,252
$
91,788,558
$
19,700,658
6.6
%
13.6
%
6.5
%
11.8
%
7.4
%
9.4
%
(6.6
%)
N/A
(1)
Per share data for the nine months ended September 30, 2006 is not presented as there
were no shares of Triangle Capital Corporation outstanding during the period.
(2)
Net asset value as of January 1, 2007 and average net assets for the nine months
ended September 30, 2007 are presented as if the Offering and Formation Transactions had
occurred on January 1, 2007. See Note 1 for a further description of the basis of
presentation of the Companys financial statements.
(3)
Weighted average basic per share data.
(4)
Represents the impact of the different share amounts used in calculating per share
data as a result of calculating certain per share data based upon the weighted average
basic shares outstanding during the period and certain per share data based on the shares
outstanding as of a period end or transaction date.
(5)
Represents the closing price of the Companys common stock on the last day of the
period.
(6)
The total return for the nine months ended September 30, 2007 equals the change in
the ending market value of the Companys common stock from the Offering price of $15.00
per share plus dividends paid per share during the period, divided by the Offering price.
Total return is not annualized.
Table of Contents
Table of Contents
Percentage of
Percentage of
Cost
Total Portfolio
Fair Value
Total Portfolio
$
69,479,614
77
%
$
69,479,614
73
%
10,856,934
12
10,856,934
11
8,699,689
10
12,517,700
13
962,457
1
2,715,803
3
308,800
$
89,998,694
100
%
$
95,878,851
100
%
$
48,788,108
93
%
$
47,323,885
86
%
2,714,833
5
5,633,283
10
1,158,411
2
1,789,260
3
250,000
1
$
52,661,352
100
%
$
54,996,428
100
%
Percentage of
Percentage of
Cost
Total Portfolio
Fair Value
Total Portfolio
$
55,608,804
62
%
$
60,623,970
63
%
34,389,890
38
35,254,881
37
$
89,998,694
100
%
$
95,878,851
100
%
$
27,500,525
52
%
$
30,403,524
55
%
25,160,827
48
24,592,904
45
$
52,661,352
100
%
$
54,996,428
100
%
Table of Contents
Three Months
Ended
September 30, 2007
$
84,328,042
13,121,373
(3,277,326
)
420,594
52,502
1,233,666
$
95,878,851
13.8
%
12.4
%
Nine Months
Ended
September 30, 2007
$
54,996,428
42,534,975
(1,235,777
)
(3,841,651
)
1,044,255
299,764
2,080,857
$
95,878,851
13.8
%
12.4
%
Table of Contents
Table of Contents
Table of Contents
financial standing of the issuer of the security;
comparison of the business and financial plan of the issuer with actual results;
the size of the security held as it relates to the liquidity of the market for such
security;
pending public offering of common stock by the issuer of the security;
pending reorganization activity affecting the issuer, such as merger or debt
restructuring;
Table of Contents
ability of the issuer to obtain needed financing;
changes in the economy affecting the issuer;
financial statements and reports from portfolio company senior management and
ownership;
the type of security, the securitys cost at the date of purchase and any
contractual restrictions on the disposition of the security;
discount from market value of unrestricted securities of the same class at the time
of purchase;
special reports prepared by analysts;
information as to any transactions or offers with respect to the security and/or
sales to third parties of similar securities;
the issuers ability to make payments and the type of collateral;
the current and forecasted earnings of the issuer;
statistical ratios compared to lending standards and to other similar
securities; and
other pertinent factors.
Table of Contents
Table of Contents
Table of Contents
29
Number
Exhibit
Agreement and Plan of Merger, dated as of November 2, 2006, by and among Triangle
Capital Corporation, New Triangle GP, LLC, and Triangle Mezzanine LLC (Filed as
Exhibit (k)(7) to the Registrants Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on November 3, 2006
and incorporated herein by reference).
Agreement and Plan of Merger, dated as of November 2, 2006, by and among Triangle
Capital Corporation, TCC Merger Sub, LLC and Triangle Mezzanine Fund LLLP (Filed as
Exhibit (k)(8) to the Registrants Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on November 3, 2006
and incorporated herein by reference).
Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to
the Registrants Registration Statement on Form N-2/N-5 (File No. 333-138418) filed
with the Securities and Exchange Commission on December 29, 2006 and incorporated
herein by reference).
Certificate of Limited Partnership of Triangle Mezzanine Fund LLLP (Filed as Exhibit
(a)(4) to the Registrants Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on February 13, 2007
and incorporated herein by reference).
Amended and Restated Bylaws of the Registrant (Filed as Exhibit (b) to the
Registrants Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with
the Securities and Exchange Commission on December 29, 2006 and incorporated herein
by reference).
Second Amended and Restated Agreement of
Limited Partnership of Triangle Mezzanine Fund LLLP.
Form of Common Stock Certificate (Filed as Exhibit (d) to the Registrants post
-effective amendment to the Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on February 15, 2007
and incorporated herein by reference).
Form of Dividend Reinvestment Plan (Filed as Exhibit (e) to the Registrants
Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with the
Securities and Exchange Commission on December 29, 2006 and incorporated herein by
reference).
Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Table of Contents
30
TRIANGLE CAPITAL CORPORATION
Date: November 7, 2007
/s/ Garland S. Tucker, III
Garland S. Tucker, III
President, Chief Executive Officer and
Chairman of the Board of Directors
Date: November 7, 2007
/s/ Steven C. Lilly
Steven C. Lilly
Chief Financial Officer and Director
Date: November 7, 2007
/s/ C. Robert Knox, Jr.
C. Robert Knox, Jr.
Principal Accounting Officer
Table of Contents
Number
Exhibit
Agreement and Plan of Merger, dated as of November 2, 2006, by and among Triangle
Capital Corporation, New Triangle GP, LLC, and Triangle Mezzanine LLC (Filed as
Exhibit (k)(7) to the Registrants Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on November 3, 2006
and incorporated herein by reference).
Agreement and Plan of Merger, dated as of November 2, 2006, by and among Triangle
Capital Corporation, TCC Merger Sub, LLC and Triangle Mezzanine Fund LLLP (Filed as
Exhibit (k)(8) to the Registrants Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on November 3, 2006
and incorporated herein by reference).
Articles of Amendment and Restatement of the Registrant (Filed as Exhibit (a)(3) to
the Registrants Registration Statement on Form N-2/N-5 (File No. 333-138418) filed
with the Securities and Exchange Commission on December 29, 2006 and incorporated
herein by reference).
Certificate of Limited Partnership of Triangle Mezzanine Fund LLLP (Filed as Exhibit
(a)(4) to the Registrants Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on February 13, 2007
and incorporated herein by reference).
Amended and Restated Bylaws of the Registrant (Filed as Exhibit (b) to the
Registrants Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with
the Securities and Exchange Commission on December 29, 2006 and incorporated herein
by reference).
Second Amended and Restated Agreement of
Limited Partnership of Triangle Mezzanine Fund LLLP.
Form of Common Stock Certificate (Filed as Exhibit (d) to the Registrants post
-effective amendment to the Registration Statement on Form N-2/N-5 (File No.
333-138418) filed with the Securities and Exchange Commission on February 15, 2007
and incorporated herein by reference).
Form of Dividend Reinvestment Plan (Filed as Exhibit (e) to the Registrants
Registration Statement on Form N-2/N-5 (File No. 333-138418) filed with the
Securities and Exchange Commission on December 29, 2006 and incorporated herein by
reference).
Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title
18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
ARTICLE 1.
|
2 | |||
|
||||
General Provisions
|
2 | |||
Section 1.01 Definitions
|
2 | |||
Section 1.02 LLLP Registration; Name
|
9 | |||
Section 1.03 Principal Office; Registered Office; and Qualification
|
10 | |||
Section 1.04 Commencement and Duration
|
10 | |||
Section 1.05 Admission of Partners
|
10 | |||
Section 1.06 Representations of Partners
|
11 | |||
Section 1.07 Notices With Respect to Representations by Limited Partners
|
12 | |||
Section 1.08 Liability of Partners
|
13 | |||
Section 1.09 Repayment of Capital Contributions of Partners
|
13 | |||
Section 1.10 No Priorities of Limited Partners
|
13 | |||
|
||||
ARTICLE 2
|
13 | |||
|
||||
Purpose and Powers
|
13 | |||
Section 2.01 Purpose and Powers
|
13 | |||
Section 2.02 Restrictions on Powers
|
14 | |||
Section 2.03 ERISA Limitation
|
14 | |||
|
||||
ARTICLE 3
|
15 | |||
|
||||
Management
|
15 | |||
Section 3.01 Authority of General Partner
|
15 | |||
Section 3.02 Authority of the Limited Partners
|
17 | |||
Section 3.03 The Investment Adviser/Manager
|
17 | |||
Section 3.04 Restrictions on Other Activities of the General Partner and its Affiliates
|
17 | |||
Section 3.05 Management Compensation
|
18 | |||
Section 3.06 Payment of Management Compensation
|
19 | |||
Section 3.07 Partnership Expenses
|
19 | |||
Section 3.08 Valuation of Assets
|
20 | |||
Section 3.09 Standard of Care
|
21 | |||
Section 3.10 Indemnification
|
21 | |||
Section 3.11 [reserved]
|
23 | |||
Section 3.12 Media Company Provisions
|
23 | |||
|
||||
ARTICLE 4
|
24 | |||
|
||||
Small Business Investment Company Matters
|
24 | |||
Section 4.01 SBIC Act
|
24 | |||
Section 4.02 Consent or Approval of, and Notice to, SBA
|
24 | |||
Section 4.03 Provisions Required by the SBIC Act for Issuers of Debentures
|
25 | |||
Section 4.04 Effective Date of Incorporated SBIC Act Provisions
|
25 | |||
Section 4.05 SBA as Third Party Beneficiary
|
25 | |||
Section 4.06 Interest of the General Partner After Withdrawal
|
26 |
i
ARTICLE 5
|
26 | |||
|
||||
Partners Capital Contributions
|
26 | |||
Section 5.01 Capital Contributions
|
26 | |||
Section 5.02 [reserved]
|
26 | |||
Section 5.03 [reserved]
|
26 | |||
Section 5.04 Additional Limited Partners and Additional Capital Contributions
|
26 | |||
Section 5.05 [reserved]
|
27 | |||
Section 5.06 [reserved]
|
27 | |||
Section 5.07 [reserved]
|
27 | |||
Section 5.08 [reserved]
|
27 | |||
Section 5.09 [reserved]
|
27 | |||
Section 5.10 [reserved]
|
27 | |||
Section 5.11 [reserved]
|
27 | |||
Section 5.12 [reserved]
|
27 | |||
Section 5.13 [reserved]
|
27 | |||
Section 5.14 Withholding and Application of a Partners Distributions
|
27 | |||
Section 5.15 [reserved]
|
27 | |||
Section 5.16 [reserved]
|
27 | |||
|
||||
ARTICLE 6
|
27 | |||
|
||||
Adjustment of Capital Accounts
|
27 | |||
Section 6.01 Establishment of Capital Accounts
|
27 | |||
Section 6.02 General Allocations
|
28 | |||
Section 6.03 Special Allocations
|
28 | |||
Section 6.04 Other Allocation Rules
|
30 | |||
Section 6.05 Tax Allocations: Code Section 704(c)
|
31 | |||
Section 6.06 Tax Matters
|
31 | |||
|
||||
ARTICLE 7
|
32 | |||
|
||||
Distributions
|
32 | |||
Section 7.01 Distributions to Partners
|
32 | |||
Section 7.02 Distributions of Noncash Assets in Kind
|
32 | |||
Section 7.03 Payments on Behalf of Partners
|
33 | |||
Section 7.04 Distributions Violative of the Act Prohibited
|
33 | |||
Section 7.05 Distributions in Respect of Interests Transferred
|
33 | |||
|
||||
ARTICLE 8
|
33 | |||
|
||||
Dissolution, Liquidation, Winding Up and Withdrawal; Merger and Conversion
|
33 | |||
Section 8.01 Dissolution
|
33 | |||
Section 8.02 Winding Up
|
34 | |||
Section 8.03 Removal and Withdrawal of the General Partner
|
35 | |||
Section 8.04 Continuation of the Partnership After the Withdrawal of the General Partner
|
36 | |||
Section 8.05 Withdrawals of Capital
|
36 | |||
Section 8.06 [reserved]
|
36 | |||
Section 8.07 [reserved]
|
36 | |||
Section 8.08 [reserved]
|
36 | |||
Section 8.09 [reserved]
|
36 | |||
Section 8.10 [reserved]
|
36 | |||
Section 8.11 [reserved]
|
36 | |||
Section 8.12 [reserved]
|
36 | |||
Section 8.13 Conversion of General Partners Interest
|
36 | |||
Section 8.14 Conversion and Merger
|
37 |
ii
ARTICLE 9
|
37 | |||
|
||||
Accounts, Reports and Auditors
|
37 | |||
Section 9.01 Books of Account
|
37 | |||
Section 9.02 Audit and Reports
|
38 | |||
Section 9.03 Fiscal Year
|
38 | |||
Section 9.04 Banking and Portfolio Securities
|
39 | |||
|
||||
ARTICLE 10
|
39 | |||
|
||||
Miscellaneous
|
39 | |||
Section 10.01 Assignability
|
39 | |||
Section 10.02 Binding Agreement
|
41 | |||
Section 10.03 Gender
|
41 | |||
Section 10.04 Notices
|
41 | |||
Section 10.05 Consents and Approvals
|
42 | |||
Section 10.06 Counterparts
|
42 | |||
Section 10.07 Amendments
|
42 | |||
Section 10.08 Limited Partner Consents
|
43 | |||
Section 10.09 Power of Attorney
|
43 | |||
Section 10.10 Applicable Law
|
44 | |||
Section 10.11 Severability
|
44 | |||
Section 10.12 Entire Agreement
|
45 | |||
Section 10.13 Miscellaneous
|
45 |
iii
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
(i) |
First, to the Partners who received an
allocation of Cumulative Loss pursuant to the last sentence of Section
6.02(b) hereof (i.e., which would have been allocated to another
Partner but for the creation of an Adjusted Capital Account Deficit for
that Partner), an amount of Cumulative Profit equal to the allocations
of Cumulative Loss previously made pursuant to such last sentence of
Section 6.02(b) hereof (without duplication) in reverse order to which
such prior Cumulative Losses were allocated; and
|
||
(ii) |
Second, to all Partners in proportion to their
respective Partnership Percentages.
|
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
|
General Partner: | |||
|
||||
|
New Triangle GP, LLC | |||
|
||||
|
By: | Triangle Capital Corporation, its manager | ||
|
||||
|
By: |
/s/ Garland S. Tucker, III
Garland S. Tucker, III, Chairman of the Board, Chief Executive Officer and President |
||
|
||||
|
Limited Partner: | |||
|
||||
|
Triangle Capital Corporation | |||
|
||||
|
By: |
/s/ Brent P.W. Burgess
Brent P.W. Burgess, Chief Investment Officer |
47
Partners: | Capital Contributions: | Percentage Interest: | ||||||||||
|
||||||||||||
Limited Partner
:
|
||||||||||||
Triangle Capital Corporation
|
$____________ | 99.9 | % | |||||||||
3600 Glenwood Avenue, Suite 104
|
||||||||||||
Raleigh, NC 27612
|
||||||||||||
|
||||||||||||
|
||||||||||||
General Partner
:
|
||||||||||||
New Triangle GP, LLC
|
$____________ | 0.1 | % | |||||||||
3600 Glenwood Avenue, Suite 104
|
||||||||||||
Raleigh, NC 27612
|
||||||||||||
|
||||||||||||
TOTAL
|
$____________ | 100.0 | % | |||||||||
48
2
3
1. | I have reviewed this quarterly report on Form 10-Q of Triangle Capital Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ GARLAND S. TUCKER, III
|
||
|
||
Chief
Executive Officer
|
1. | I have reviewed this quarterly report on Form 10-Q of Triangle Capital Corporation; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(c) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ STEVEN C. LILLY
|
||
|
||
Chief Financial Officer
|
/s/ GARLAND S. TUCKER, III
|
||
|
||
Chief
Executive Officer
|
/s/ STEVEN C. LILLY
|
||
|
||
Chief Financial Officer
|