Filed pursuant to Rule 497
File No. 333-199622
Pricing Supplement No.
5 dated March 3, 2015 to Prospectus dated January 29, 2015
Alcentra Capital InterNotes®
6.375% Notes due 2020 (the “Notes”)
CUSIP Number |
ISIN
Number |
Principal Amount |
Selling Price |
Sales Load |
Net
Proceeds
Before
Expenses |
Coupon Type |
Coupon Rate |
Coupon Frequency |
Maturity Date |
1st Coupon Date |
1st Coupon Amount |
Survivor's Option |
Product Ranking |
01374TAE2 |
US01374TAE29 |
$500,000 |
100.000% |
1.95% |
$490,250 |
Fixed |
6.375% |
Semi-Annual |
03/15/20 |
09/15/15 |
$33.65 |
Yes |
Unsecured
Notes |
Redemption Information: Callable at 100.000% on 03/15/2016 and at any time thereafter. |
Trade Date: Monday, March 2, 2015
@ 12:00 PM ET
Settle Date: Thursday, March
5, 2015
Minimum Denomination/Increments: $1,000.00/$1,000.00
Initial trades settle flat and clear Same
Day Funds Settlement: DTC Book Entry only
The terms of the Notes set forth in
this pricing supplement, including those relating to interest rate, maturity and redemption provisions, supersede any
similar terms that may be set forth in the accompanying prospectus. If the terms of the Notes offered hereby are inconsistent
with those described in the accompanying prospectus, the terms described in this pricing supplement will
control.
The Notes will be issued pursuant to an
Indenture, as amended and supplemented by a Fifth Supplemental Indenture.
The date from which interest shall
accrue on the Notes is Thursday, March 5, 2015. The “Interest Payment Dates” for the Notes shall be March 15
and September 15 of each year, commencing September 15, 2015; the interest payable on any Interest Payment Date, will be paid to
the person in whose name the Note (or one or more predecessor Notes) is registered at the close of business on the Regular
Record Date (as defined in the Indenture) for such interest, which shall be March 1 or September 1, as the case may be, next
preceding such Interest Payment Date.
The Notes will be redeemable in whole or
in part at any time or from time to time, at the option of Alcentra Capital Corporation, on or after March 15, 2016 at a redemption
price of $1,000 per Note plus accrued and unpaid interest payments otherwise payable for the then-current semi-annual interest
period accrued to, but excluding, the date fixed for redemption and upon not less than 30 days’ nor more than 60 days’
prior notice to the note holder and the trustee, as described in the prospectus.
Potential investors and broker-dealers selling
the Notes should be aware of certain unique risks and suitability standards relating to the Notes before their purchase of the
Notes or recommendation of the Notes for purchase by their customers. Other significant risks related to the purchase of the Notes
are described in the prospectus referenced below.
Unique Risks Relating to the Offering
of the Notes
Although our common stock is listed and
traded on a national securities exchange, you should be aware of the following unique risks relating to our offering of the Notes:
| · | The Notes will not be listed or traded on any securities exchange
and you should not expect to sell your Notes regardless of how we perform. |
| · | The Notes are the first unlisted Notes offered by us. |
| · | The Notes will not be rated by any credit rating agency. |
| · | Although certain broker-dealers may choose to make a market in the
Notes, they are not required to do so, and, if they make a market, they may suspend their market making activities at any time.
We do not expect a secondary market in the Notes to develop in the foreseeable future, if ever. |
| · | If you are able to sell your Notes, you will likely receive less than
your purchase price. |
| · | Because you could be unable to sell your Notes, you may be unable
to reduce your exposure on any market downturn. |
| · | You should consider that you will not have access to your money invested
in the Notes until the Notes reach maturity. |
As a result of these unique risks and other
risks described in the prospectus relating to the offering of the Notes, an investment in the Notes may not be appropriate for
all investors. If you require immediate liquidity, the Notes may not be a suitable investment for you. You should be prepared to
hold the Notes to maturity.
The terms of the Notes provide for interest
and principal payments; however, the Notes are not secured obligations. The Notes represent our unsecured debt obligations. Before
purchasing the Notes, you should read the prospectus relating to the offering of the Notes carefully and you should consult your
broker-dealer or financial adviser.
Suitability Standards for a Prospective
Investor in the Notes
Incapital LLC, as the purchasing agent,
has established suitability standards which require investors to have either (i) a net worth (not including home, furnishings and
personal automobiles) of at least $70,000 and an annual gross income of at least $70,000, or (ii) a net worth (not including home,
furnishings and personal automobiles) of at least $250,000.
The suitability standards also require that
a potential investor:
| · | can reasonably benefit from an investment in us based on such investor’s
overall investment objectives and portfolio structuring; |
| · | is able to bear the economic risk of the investment based on the prospective
note holder’s overall financial situation; and |
| · | has apparent understanding of (a) the fundamental risks of the investment,
(b) the lack of liquidity of the Notes, (c) the background and qualifications of us and our adviser and (d) the tax consequences
of the investment. |
A broker-dealer selling the Notes must have
reasonable grounds to believe based on the prospective investor’s investment objectives, other investments, financial situation
and needs, and any other information known by the broker-dealer, that:
| · | The investor is or will be in a financial position appropriate to
enable the investor to realize to a significant extent the benefits associated with an investment in the Notes. |
| · | The investor has a fair market net worth sufficient to sustain the
risks inherent in an investment in the Notes, including loss of investment and lack of liquidity. |
| · | An investment in the Notes is otherwise suitable for the investor. |
No broker-dealer should execute any transaction
in the Notes in a discretionary account without prior written approval of the transaction by the customer.
This pricing supplement relates
only to the securities described in the prospectus dated January 29, 2015, which has been filed with the SEC, is only a summary
of pricing terms and should be read together with the prospectus, including among other things the section entitled “Risk
Factors” beginning on page 23 and “Suitability Standards” beginning on page 133. This pricing
supplement and the prospectus contain important information you should know before investing in our securities. Please read it
before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information
about us with the SEC. This information is available free of charge by contacting us at 200 Park Avenue, 7th Floor,
New York, NY 10166 or by telephone at (212) 922-8240. The SEC maintains a website at www.sec.gov where such information is
available without charge upon written or oral request. Our internet website address is www.alcentracapital.com. Information contained
on our website is not incorporated by reference into the prospectus or this pricing supplement and you should not consider
information contained on our website to be part of the prospectus or this pricing supplement.
Neither the SEC nor any state securities
commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this pricing supplement.
Any representation to the contrary is a criminal offense. Obligations of Alcentra Capital Corporation and any subsidiary of Alcentra
Capital Corporation are not guaranteed by the full faith and credit of the United States of America. Neither Alcentra Capital Corporation
nor any subsidiary of Alcentra Capital Corporation is a government-sponsored enterprise or an instrumentality of the United States
of America.
InterNotes® is a registered trademark
of Incapital Holdings LLC.
Recent Developments
Between January 30, 2015 and February 26,
2015, we issued $5,436,000 aggregate principal amount of Alcentra Capital InterNotes® with interest rates ranging from 6.375%
to 6.500% and maturities ranging from five to seven years for proceeds of $5,329,998 after deducting the sales load.
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