Pre-Effective Amendment No. |
ý Post-Effective Amendment No. 1 |
(1) | Financial Statements |
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(2) | Exhibits |
(a) | Articles of Amendment and Restatement of the Registrant (Incorporated by reference to Exhibit (a)(3) to the Registrant's Registration Statement on Form N-2/N-5, File No. 333-138418, filed on December 29, 2006) |
(b) | Fourth Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on February 7, 2014) |
(c) | Not Applicable |
(d)(1) | 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) |
(d)(2) | Form of Subscription Certificate** |
(d)(3) | Form of Subscription Agent Agreement** |
(d)(4) | Form of Warrant Agreement** |
(d)(5) | Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012) |
(d)(6) | First Supplemental Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012) |
(d)(7) | Form of 7.00% Note due 2019 (contained in the First Supplemental Indenture filed as Exhibit (d)(6) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012 and incorporated herein by reference) |
(d)(8) | Second Supplemental Indenture, dated October 19, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed October 19, 2012) |
(d)(9) | Form of 6.375% Note due 2022 (contained in the Second Supplemental Indenture filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed October 19, 2012 and incorporated herein by reference and incorporated herein by reference) |
(d)(10) | Form of Preferred Stock Certificate** |
(d)(11) | Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. with respect to the indenture dated as of March 2, 2012.*** |
(d)(12) | Third Supplemental Indenture, dated February 6, 2015 between the Registrant and the Bank of New York Mellon Trust Company, N.A.* |
(d)(13) | Form of 6.375% Note due 2022 (contained in the Third Supplemental Indenture filed as Exhibit (d)(12) hereto)* |
(e) | 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) |
(f) | Agreement to Furnish Certain Instruments (Incorporated by reference to Exhibit 4.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 25, 2009) |
(g) | Not Applicable |
(h)(1) | Form of Underwriting Agreement for Equity** |
(h)(2) | Form of Underwriting Agreement for Debt** |
(h)(3) | Underwriting Agreement, dated February 3, 2015, by and among the Registrant and the underwriters named therein* |
(i)(1) | Form of Triangle Capital Corporation Non-employee Director Restricted Share Award Agreement (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 9, 2008) |
(i)(2) | Form of 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) |
(i)(3) | Triangle Capital Corporation Executive Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed on May 2, 2012) |
(i)(4) | Triangle Capital Corporation 2012 Cash Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 2, 2012) |
(i)(5) | Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 2, 2012) |
(j)(1) | Custody Agreement between the Registrant and Branch Banking and Trust Company dated June 20, 2014*** |
(j)(2) | Custody Services Agreement between the Registrant and Fifth Third Bank dated January 6, 2012 (Incorporated by reference to Exhibit (j)(4) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012) |
(k)(1) | Stock Transfer Agency Agreement between the Registrant and Computershare, Inc. (as successor to 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) |
(k)(2) | 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) |
(k)(3) | Amended and Restated Credit Agreement, dated September 18, 2012, among the Company, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Financial Corporation, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on September 19, 2012) |
(k)(4) | Supplement and Joinder Agreement between the Registrant, Branch Banking and Trust Company, Fifth Third Bank and Morgan Stanley Bank, N.A. dated November 1, 2011 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 2, 2011) |
(k)(5) | 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) |
(k)(6) | 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) |
k(7) | First Amendment to Credit Agreement between the Registrant, as borrower, and Branch Banking and Trust Company, as administrative agent, dated February 28, 2012 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2012) |
k(8) | Second Amended and Restated Credit Agreement, among the Registrant, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Bank & Trust, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank, dated June 26, 2013 (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 27, 2013) |
k(9) | First Amendment to Office Lease Agreement between the Registrant and 3700 Glenwood LLC, dated August 29, 2013 (Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2014) |
k(10) | Second Amendment to Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated November 13, 2013 (Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2014) |
(l)(1) | Opinion and Consent of Counsel*** |
(l)(2) | Opinion and Consent of Counsel* |
(m) | Not Applicable |
(n)(1) | Consent of Ernst & Young LLP, the independent registered public accounting firm for Registrant*** |
(n)(2) | Report of Ernst & Young LLP regarding the senior security table contained herein*** |
(n)(3) | Consent of Duff & Phelps, LLC*** |
(o) | Not Applicable |
(p) | 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) |
(q) | Not Applicable |
(r) | 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) |
(s)(1) | Computation of Ratio of Earnings to Fixed Charges*** |
(s)(2) | Form of Preliminary Prospectus Supplement for Notes Offerings*** |
* | Filed herewith. |
** | To be filed in a subsequent amendment. |
*** | Previously filed as an exhibit to this Registration Statement. |
SEC registration fee | $ | 58,100 | ||||
New York Stock Exchange additional listing fee | $ | 200,000 | * | |||
FINRA fee | $ | 50,500 | ||||
Accounting fees and expenses | $ | 100,000 | * | |||
Legal fees and expenses | $ | 500,000 | * | |||
Printing and engraving | $ | 300,000 | * | |||
Miscellaneous fees and expenses | $ | 10,000 | * | |||
Total | $ | 1,218,600 | * |
* | Estimated for filing purposes. |
• | Triangle Mezzanine Fund LLLP, a North Carolina limited liability limited partnership and wholly-owned subsidiary of the Registrant |
• | Triangle Mezzanine Fund II LP, a Delaware limited partnership and wholly-owned subsidiary of the Registrant |
• | Triangle Mezzanine Fund III LP, a Delaware limited partnership and wholly-owned subsidiary of the Registrant |
• | New Triangle GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Registrant |
• | New Triangle GP, LLC, a North Carolina limited liability company and wholly-owned subsidiary of the Registrant |
• | ARC Industries Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
• | Brantley Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
• | Emerald Waste Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
• | Energy Hardware Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
• | Minco Holdings, Inc., a Delaware Corporation and wholly-owned subsidiary of the Registrant |
• | Peaden Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
• | SRC Worldwide, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
• | Technology Crops Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant |
Title of Class | Number of Record Holders | |
Common stock, $0.001 par value | 62 | |
7.00% Notes due 2019 | 1 | |
6.375% Notes due 2022 | 1 | |
6.375% Notes due 2022 | 1 |
TRIANGLE CAPITAL CORPORATION | ||||
By: | /s/ Garland S. Tucker, III | |||
Name: | Garland S. Tucker, III | |||
Title: | Chief Executive Officer & Chairman of the Board of Directors |
Signature | Title | Date | ||
/s/ Garland S. Tucker, III | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | February 6, 2015 | ||
Garland S. Tucker, III | ||||
/s/ E. Ashton Poole | President and Chief Operating Officer | February 6, 2015 | ||
E. Ashton Poole | ||||
/s/ Steven C. Lilly | Chief Financial Officer, Treasurer, Secretary and Director (Principal Financial Officer) | February 6, 2015 | ||
Steven C. Lilly | ||||
/s/ Brent P. W. Burgess | Chief Investment Officer and Director | February 6, 2015 | ||
Brent P. W. Burgess | ||||
/s/ C. Robert Knox, Jr. | Controller (Principal Accounting Officer) | February 6, 2015 | ||
C. Robert Knox, Jr. | ||||
* | Director | February 6, 2015 | ||
W. McComb Dunwoody | ||||
* | Director | February 6, 2015 | ||
Benjamin S. Goldstein | ||||
* | Director | February 6, 2015 | ||
Simon B. Rich, Jr. | ||||
* | Director | February 6, 2015 | ||
Sherwood H. Smith, Jr. | ||||
* | Director | February 6, 2015 | ||
Mark M. Gambill | ||||
* /s/ Garland S. Tucker, III | February 6, 2015 | |||
Garland S. Tucker, III, Attorney-in-fact |
(a) | Articles of Amendment and Restatement of the Registrant (Incorporated by reference to Exhibit (a)(3) to the Registrant's Registration Statement on Form N-2/N-5, File No. 333-138418, filed on December 29, 2006) |
(b) | Fourth Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on February 7, 2014) |
(c) | Not Applicable |
(d)(1) | 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) |
(d)(2) | Form of Subscription Certificate** |
(d)(3) | Form of Subscription Agent Agreement** |
(d)(4) | Form of Warrant Agreement** |
(d)(5) | Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012) |
(d)(6) | First Supplemental Indenture, dated March 2, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012) |
(d)(7) | Form of 7.00% Note due 2019 (contained in the First Supplemental Indenture filed as Exhibit (d)(6) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012 and incorporated herein by reference) |
(d)(8) | Second Supplemental Indenture, dated October 19, 2012 between the Registrant and the Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed October 19, 2012) |
(d)(9) | Form of 6.375% Note due 2022 (contained in the Second Supplemental Indenture filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed October 19, 2012 and incorporated herein by reference and incorporated herein by reference) |
(d)(10) | Form of Preferred Stock Certificate** |
(d)(11) | Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. with respect to the indenture dated as of March 2, 2012.*** |
(d)(12) | Third Supplemental Indenture, dated February 6, 2015 between the Registrant and the Bank of New York Mellon Trust Company, N.A.* |
(d)(13) | Form of 6.375% Note due 2022 (contained in the Third Supplemental Indenture filed as Exhibit (d)(12) hereto)* |
(e) | 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) |
(f) | Agreement to Furnish Certain Instruments (Incorporated by reference to Exhibit 4.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 25, 2009) |
(g) | Not Applicable |
(h)(1) | Form of Underwriting Agreement for Equity** |
(h)(2) | Form of Underwriting Agreement for Debt** |
(h)(3) | Underwriting Agreement, dated February 3, 2015, by and among the Registrant and the underwriters named therein* |
(i)(1) | Form of Triangle Capital Corporation Non-employee Director Restricted Share Award Agreement (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 9, 2008) |
(i)(2) | Form of 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) |
(i)(3) | Triangle Capital Corporation Executive Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, filed on May 2, 2012) |
(i)(4) | Triangle Capital Corporation 2012 Cash Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on May 2, 2012) |
(i)(5) | Triangle Capital Corporation Amended and Restated 2007 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 2, 2012) |
(j)(1) | Custody Agreement between the Registrant and Branch Banking and Trust Company dated June 20, 2014*** |
(j)(2) | Custody Services Agreement between the Registrant and Fifth Third Bank dated January 6, 2012 (Incorporated by reference to Exhibit (j)(4) to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2, File No. 333-175160, filed on March 2, 2012) |
(k)(1) | Stock Transfer Agency Agreement between the Registrant and Computershare, Inc. (as successor to 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) |
(k)(2) | 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) |
(k)(3) | Amended and Restated Credit Agreement, dated September 18, 2012, among the Company, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Financial Corporation, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on September 19, 2012) |
(k)(4) | Supplement and Joinder Agreement between the Registrant, Branch Banking and Trust Company, Fifth Third Bank and Morgan Stanley Bank, N.A. dated November 1, 2011 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 2, 2011) |
(k)(5) | 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) |
(k)(6) | 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) |
k(7) | First Amendment to Credit Agreement between the Registrant, as borrower, and Branch Banking and Trust Company, as administrative agent, dated February 28, 2012 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2012) |
k(8) | Second Amended and Restated Credit Agreement, among the Registrant, Branch Banking and Trust Company, Fifth Third Bank, Morgan Stanley Bank, N.A., ING Capital LLC, Stifel Bank & Trust, First Tennessee Bank National Association, Park Sterling Bank, Raymond James Bank, N.A. and CapStone Bank, dated June 26, 2013 (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 27, 2013) |
k(9) | First Amendment to Office Lease Agreement between the Registrant and 3700 Glenwood LLC, dated August 29, 2013 (Incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2014) |
k(10) | Second Amendment to Office Lease Agreement between 3700 Glenwood LLC and Triangle Capital Corporation dated November 13, 2013 (Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on February 26, 2014) |
(l)(1) | Opinion and Consent of Counsel*** |
(l)(2) | Opinion and Consent of Counsel* |
(m) | Not Applicable |
(n)(1) | Consent of Ernst & Young LLP, the independent registered public accounting firm for Registrant*** |
(n)(2) | Report of Ernst & Young LLP regarding the senior security table contained herein*** |
(n)(3) | Consent of Duff & Phelps, LLC*** |
(o) | Not Applicable |
(p) | 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) |
(q) | Not Applicable |
(r) | 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) |
(s)(1) | Computation of Ratio of Earnings to Fixed Charges*** |
(s)(2) | Form of Preliminary Prospectus Supplement for Notes Offerings*** |
* | Filed herewith. |
** | To be filed in a subsequent amendment. |
*** | Previously filed as an exhibit to this Registration Statement. |