UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Alcentra Capital Corporation |
(Name of Issuer) |
|
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
|
01374T102 |
(CUSIP Number) |
The Bank of New York Mellon Corporation
One Wall Street
New York, New York 10286 |
(Name, Address and Telephone Number of Person Authorized |
to Receive Notices and Communications) |
April 15, 2015 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP
No. 01374T102 |
SCHEDULE 13D |
Page 1 of 4 |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE BANK OF NEW YORK MELLON CORPORATION
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
3,291,045 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
3,298,300 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,298,300 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4% |
14 |
TYPE OF REPORTING PERSON
CO; HC |
CUSIP
No. 01374T102 |
SCHEDULE 13D |
Page 2 of 4 |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BNY MELLON, NATIONAL ASSOCIATION
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
1,360,803 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
1,368,058 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,368,058 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1% |
14 |
TYPE OF REPORTING PERSON
BK |
CUSIP
No. 01374T102 |
|
Page 3 of 4 |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BNY ALCENTRA GROUP HOLDINGS, INC.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
1,930,242 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
1,930,242 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,930,242 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3% |
14 |
TYPE OF REPORTING PERSON
CO; IA |
CUSIP
No. 01374T102 |
|
Page 4 of 4 |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ALCENTRA INVESTMENTS LIMITED
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
1,475,620 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
1,475,620 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,475,620 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9% |
14 |
TYPE OF REPORTING PERSON
CO; IA |
INTRODUCTORY NOTE
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed to
update information set forth in the initial Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on March 12, 2015 (the “Schedule 13D”), filed to report the beneficial ownership of shares of common stock,
par value $0.001 per share of Alcentra Capital Corporation, a Maryland corporation (the “Issuer”), by each of
the reporting persons named in such Schedule 13D (each, individually, a “Reporting Person” and collectively
the “Reporting Persons”). Except as herein amended or supplemented, all other information in the Schedule 13D
is as set forth therein.
Explanatory
Note: the date of the event which requires the filing of this Amendment No. 1 is April 15, 2015; however, information contained
in this Amendment No. 1 reflects the Reporting Persons’ beneficial ownership as of April 28, 2015.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended to add the
following:
Certain information with respect to the directors and
executive officers of the Reporting Persons is set forth in Exhibit 99.5 attached hereto, including each director’s and each
executive officer’s business address, present principal occupation or employment, citizenship and other information.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended to add the
following:
On April 6, 2015, Alcentra Investments Limited received
24,621 shares of the Issuer’s common stock, through participation in a dividend reinvestment
plan (“DRIP”) of the Issuer, at a purchase price of approximately
$13.976044 per share. Other than the reinvestment of such dividend, no consideration
was paid by Alcentra Investments Limited to acquire such shares.
As of April 28, 2015, Alcentra NY, LLC had purchased
37,860 shares of the Issuer’s common stock on the open market for an aggregate purchase price of $524,635.41 and Alcentra
Ltd. has purchased 141,505 shares of the Issuer’s common stock on the market for an aggregate purchase price of $1,960,869.87.
Alcentra Ltd. is indirectly wholly owned by The Bank of New York Mellon Corporation.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended to add the
following:
On March 23, 2015, in
connection with a long-term incentive compensation plan maintained by Alcentra NY, LLC and Alcentra Ltd. for its
employees, Alcentra NY, LLC and Alcentra Ltd. entered into a purchase plan to purchase
the Issuer’s shares of common stock on the open market in compliance with the applicable requirements of Rule 10b5-1
and Rule 10b-18 under the Securities Exchange Act of 1934 (the “March 2015 Purchase Program”). In
accordance with the March 2015 Purchase Program, as of April 28, 2015 Alcentra NY, LLC had acquired 37,860 shares of the
Issuer’s common stock on the open market for an aggregate purchase price of $524,635.41 and Alcentra Ltd. had acquired
141,505 shares of the Issuer’s common stock on the open market for an aggregate purchase price of $1,960,869.87.
Alcentra Investments Limited is enrolled in the DRIP
and currently elects to reinvest the dividends it receives in respect of a portion of the Issuer’s common stock owned by
it in additional shares of the Issuer’s common stock.
Except with respect to additional purchases pursuant
to the March 2015 Purchase Program and the DRIP, the Reporting Persons have no present plans or intentions which would result in
or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a) and 5(b) of the Schedule 13D are hereby amended
and restated in their entirety as follows:
The percentages set forth below and on pages 1 through
4 above were calculated based on 13,516,766 shares of the Issuer’s common stock outstanding as of March 17, 2015, as disclosed
in the Issuer’s amended annual report on Form 10-K/A filed with the SEC on March 18, 2015.
(a)(i) The Bank of New York Mellon Corporation may be
deemed to beneficially own 3,298,300, or 24.4%, of the Issuer’s outstanding shares of common stock; (ii) BNY Mellon, National
Association may be deemed to beneficially own 1,368,058, or 10.1%, of the Issuer’s outstanding shares of common stock; (iii)
BNY Alcentra Group Holdings, Inc. may be deemed to beneficially own 1,930,242, or 14.3%, of the Issuer’s outstanding shares
of common stock; and (iv) Alcentra Investments Limited may be deemed to beneficially own 1,475,620, or 10.9%, of the Issuer’s
outstanding shares of common stock.
(b)(i) The Bank of New York Mellon Corporation shares
voting power with respect to 3,291,045 of the Issuer’s shares of common stock held by Alcentra NY, LLC, Alcentra Ltd., Alcentra
Investments Limited, BNY Mellon Global Credit Alternatives Fund and BNY Mellon National Association and shares dispositive power
with respect to 3,298,300 of the Issuer’s shares of common stock held by Alcentra NY, LLC, Alcentra Ltd., Alcentra Investments
Limited, BNY Mellon Global Credit Alternatives Fund and BNY Mellon National Association.
(ii) BNY Mellon, National Association shares voting power
with respect to 1,360,803 shares of the Issuer’s shares of common stock held by clients of its wealth management branch and
dispositive power with respect to 1,368,058 shares of the Issuer’s shares of common stock held by clients of its wealth management
branch.
(iii) BNY Alcentra Group Holdings, Inc. shares voting
and dispositive power with respect to 1,930,242 of the Issuer’s shares of common stock held by Alcentra NY, LLC, Alcentra
Ltd., Alcentra Investments Limited and BNY Mellon Global Credit Alternatives Fund.
(iv) Alcentra Investments Limited shares voting and dispositive
power with respect to 1,475,620 of the Issuer’s shares of common stock.
Item 5(c) of the Schedule 13D is hereby amended to add
the following:
(c) Since March 12, 2015, the date on which the Schedule
13D was filed with the SEC, Alcentra NY, LLC has purchased a total of 37,860 of the Issuer’s shares of common stock which
are reported as beneficially owned by The Bank of New York Mellon Corporation and BNY Alcentra Group Holdings, Inc. and Alcentra
Ltd. has purchased a total of 141,505 of the Issuer’s shares of common stock which are reported as beneficially owned by
The Bank of New York Mellon Corporation and BNY Alcentra Group Holdings, Inc. Please see the chart below detailing the date, price
and number of shares purchased in connection with each acquisition made since the Schedule 13D. Alcentra NY, LLC and Alcentra Ltd.
made all such acquisitions in the open market.
| |
Settlement | |
Alcentra NY, | | |
| | |
Total | | |
| | |
| |
Trade Date | |
Date | |
LLC | | |
Alcentra Ltd. | | |
Shares | | |
Price | | |
Amount | |
3/23/2015 | |
3/26/2015 | |
| 1,733 | | |
| 6,480 | | |
| 8,213 | | |
| 14.2470 | | |
$ | 117,010.61 | |
3/24/2015 | |
3/27/2015 | |
| 1,733 | | |
| 6,480 | | |
| 8,213 | | |
| 14.0047 | | |
$ | 115,020.60 | |
3/25/2015 | |
3/30/2015 | |
| 1,733 | | |
| 6,480 | | |
| 8,213 | | |
| 13.8800 | | |
$ | 113,996.44 | |
3/26/2015 | |
3/31/2015 | |
| 1,733 | | |
| 6,480 | | |
| 8,213 | | |
| 13.8000 | | |
$ | 113,339.40 | |
3/27/2015 | |
4/1/2015 | |
| 1,733 | | |
| 6,480 | | |
| 8,213 | | |
| 13.3000 | | |
$ | 109,232.90 | |
3/30/2015 | |
4/2/2015 | |
| 740 | | |
| 2,765 | | |
| 3,505 | | |
| 13.4800 | | |
$ | 47,247.40 | |
3/31/2015 | |
4/3/2015 | |
| 1,985 | | |
| 7,420 | | |
| 9,405 | | |
| 13.7430 | | |
$ | 129,252.92 | |
4/1/2015 | |
4/7/2015 | |
| 845 | | |
| 3,156 | | |
| 4,001 | | |
| 13.3600 | | |
$ | 53,453.36 | |
4/2/2015 | |
4/8/2015 | |
| 844 | | |
| 3,156 | | |
| 4,000 | | |
| 13.5500 | | |
$ | 54,200.00 | |
4/6/2015 | |
4/9/2015 | |
| 2,182 | | |
| 8,156 | | |
| 10,338 | | |
| 13.5300 | | |
$ | 139,873.14 | |
4/7/2015 | |
4/10/2015 | |
| 1,182 | | |
| 4,418 | | |
| 5,600 | | |
| 13.6594 | | |
$ | 76,492.64 | |
4/8/2015 | |
4/13/2015 | |
| 2,182 | | |
| 8,156 | | |
| 10,338 | | |
| 14.0910 | | |
$ | 145,672.76 | |
4/9/2015 | |
4/14/2015 | |
| 2,182 | | |
| 8,156 | | |
| 10,338 | | |
| 14.0875 | | |
$ | 145,636.58 | |
4/10/2015 | |
4/15/2015 | |
| 1,615 | | |
| 6,035 | | |
| 7,650 | | |
| 14.1910 | | |
$ | 108,561.15 | |
4/13/2015 | |
4/16/2015 | |
| 2,618 | | |
| 9,782 | | |
| 12,400 | | |
| 14.1261 | | |
$ | 175,163.64 | |
4/14/2015 | |
4/17/2015 | |
| 950 | | |
| 3,550 | | |
| 4,500 | | |
| 13.9585 | | |
$ | 62,813.25 | |
4/15/2015 | |
4/18/2015 | |
| 929 | | |
| 3,471 | | |
| 4,400 | | |
| 13.7563 | | |
$ | 60,527.72 | |
4/16/2015 | |
4/21/2015 | |
| 780 | | |
| 2,914 | | |
| 3,694 | | |
| 13.7984 | | |
$ | 50,971.29 | |
4/17/2015 | |
4/22/2015 | |
| 1,752 | | |
| 6,548 | | |
| 8,300 | | |
| 13.9345 | | |
$ | 115,656.35 | |
4/20/2015 | |
4/23/2015 | |
| 1,056 | | |
| 3,944 | | |
| 5,000 | | |
| 13.9598 | | |
$ | 69,799.00 | |
4/21/2015 | |
4/24/2015 | |
| 882 | | |
| 3,293 | | |
| 4,175 | | |
| 13.8503 | | |
$ | 57,825.00 | |
4/22/2015 | |
4/27/2015 | |
| 1,675 | | |
| 6,259 | | |
| 7,934 | | |
| 13.7849 | | |
$ | 109,369.40 | |
4/23/2015 | |
4/28/2015 | |
| 839 | | |
| 3,135 | | |
| 3,974 | | |
| 13.8183 | | |
$ | 54,913.92 | |
4/24/2015 | |
4/29/2015 | |
| 1,456 | | |
| 5,443 | | |
| 6,899 | | |
| 13.8606 | | |
$ | 95,624.28 | |
4/27/2015 | |
4/30/2015 | |
| 1,340 | | |
| 5,009 | | |
| 6,349 | | |
| 13.8173 | | |
$ | 87,726.04 | |
4/28/2015 | |
5/1/2015 | |
| 1,161 | | |
| 4,339 | | |
| 5,500 | | |
| 13.8410 | | |
$ | 76,125.50 | |
Total: | |
| |
| 37,860 | | |
| 141,505 | | |
| 179,365 | | |
| 13.8572 | | |
$ | 2,485,505.28 | |
On April 6, 2015, Alcentra Investments Limited received
24,621 shares of the Issuer’s common stock, through participation in the DRIP, at
a purchase price of approximately $13.976044
per share.
In addition to the transactions listed above, since March
12, 2015, certain clients of the wealth management branch of BNY Mellon, National Association have engaged in transactions whereby
the shares previously held in a wealth management account were transferred, sold, or otherwise disposed of by certain wealth management
clients.
| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respects to Securities of the Issuer |
The information contained in Items 4 and 5 are incorporated
herein by reference. Other than as described elsewhere in this Statement, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer’s shares of common stock which are required to be described hereunder.
| Item 7. | Materials to be Filed as Exhibits |
Exhibit |
|
|
Number |
|
Description of Exhibit |
|
|
|
Exhibit 1 |
|
Form of Asset Purchase Agreement by and between the Issuer and BNY Mellon-Alcentra Mezzanine III, L.P. and Alcentra NY, LLC (incorporated by reference to Exhibit (k)(4) to pre-effective amendment no. 4 to the Issuer’s Registration Statement on Form N-2 (File No. 333-194521) filed on May 8, 2014). |
|
|
|
Exhibit 99.1 |
|
Directors and Executive Officers of the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on March 12, 2015) |
|
|
|
Exhibit 99.2 |
|
Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on March 12, 2015) |
|
|
|
Exhibit 99.3 |
|
Power of Attorney for the Bank of New York Mellon Corporation and BNY Mellon, National Association (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on March 12, 2015) |
|
|
|
Exhibit 99.4 |
|
Designation of Power of Attorney for the Bank of New York Mellon Corporation |
|
|
|
Exhibit 99.5 |
|
Directors and Executive Officers of the Reporting Persons |
SIGNATURES
After reasonable inquiry and to the best of
his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: April 30, 2015
|
THE BANK OF NEW YORK MELLON CORPORATION |
|
|
|
|
By: |
/s/ Ivan Arias |
|
|
Name: Ivan Arias |
|
|
Title: Attorney-In-Fact for |
|
|
The Bank of New York Mellon Corporation |
|
|
|
|
BNY MELLON, NATIONAL ASSOCIATION |
|
|
|
|
By: |
/s/ Ivan Arias |
|
|
Name: Ivan Arias |
|
|
Title: Attorney-In-Fact for |
|
|
BNY Mellon, National Association |
|
|
|
|
BNY ALCENTRA GROUP HOLDINGS, INC. |
|
|
|
|
By: |
/s/ David Forbes-Nixon |
|
|
Name: David Forbes-Nixon |
|
|
Title: President |
|
|
|
|
ALCENTRA INVESTMENTS LIMITED |
|
|
|
|
By: |
/s/ David Forbes-Nixon |
|
|
Name: David Forbes-Nixon |
|
|
Title: Vice President |
Exhibit 99.4
THE BANK OF NEW YORK MELLON CORPORATION
DESIGNATION OF POWER OF ATTORNEY
I, Nicholas R. Darrow, in my capacity as Attorney-in
Fact for The Bank of New York Mellon Corporation (“BNY Mellon Corporation”) and those BNY Mellon Corporation subsidiaries
listed on Exhibit A attached hereto (the “BNY Mellon Subsidiaries”, and together with BNY Mellon Corporation,
the “BNY Mellon Companies”), pursuant to the authority granted to me by the BNY Mellon Companies through a Power of
Attorney, hereby make, constitute each of Lori Cimino, Ivan Arias, and Andrew Weiser (the “Authorized Persons”,
and each an “Authorized Person”), acting individually, the true and lawful attorney of each of the BNY Mellon Companies,
to execute and deliver in their name and on their behalf, whether a BNY Mellon Company is acting individually or as representative
of all BNY Mellon Companies, with respect to securities which may be deemed to be beneficially owned by a BNY Mellon Company or
under a BNY Mellon Company’s investment discretion, any and all filings required to be made under:
| · | the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including those filings required to be submitted on Form 13F, Schedule 13G and Form SH,
and |
| · | the laws of any jurisdiction other than
the United States of America, including those filings made to disclose securities holdings as required to be submitted to regulatory
agencies, exchanges and/or issuers, |
delegating unto said Authorized Person, power
to act as attorney-in-fact power, and authority to correspond with issuers, regulatory authorities, and other entities as is required
in support of the filings referenced above, and to act in the premises as fully and to all intents and purposes as the Company
might or could do to comply with the applicable regulations if personally present by one of its authorized signatories (including,
but not limited to, instructing local counsel on a Company's behalf), hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney granted under this Designation
to the Authorized Person shall expire as to each particular person upon the earlier of: (i) the date on which BNY Mellon Corporation
notifies such person in writing that he/she no longer has such power and authority and (ii) the date on which such person ceases
to be an employee of BNY Mellon Corporation or a BNY Mellon Company.
/s/ NICHOLAS R. DARROW |
|
Nicholas R. Darrow |
|
Attorney-in-Fact |
|
Dated: 20 April 2015
EXHIBIT A
LIST OF BNY MELLON SUBSIDIARIES
BANKS/BANK HOLDING COMPANIES
| · | The Bank of New York Mellon |
| · | The Bank of New York Mellon Trust Company, National Association |
| · | BNY Mellon, National Association |
| · | BNY Mellon Trust of Delaware |
INVESTMENT ADVISERS AND/OR BROKER-DEALERS
| · | BNY Mellon ARX Investimentos Ltda (parent holding company of BNY Mellon Ativos Financeiros Ltda) |
| · | The Boston Company Asset Management LLC |
| · | The Dreyfus Corporation (parent holding company of MBSC Securities Corporation) |
| · | Insight Investment Management (Global) Limited |
| · | Mellon Capital Management Corporation |
| · | Newton Capital Management Limited |
| · | Newton Investment Management Limited |
| · | Standish Mellon Asset Management Company LLC |
| · | CenterSquare Investment Management, Inc. |
| · | CenterSquare Investment Management Holdings, Inc. |
| · | Walter Scott & Partners Limited |
| · | BNY Mellon Wealth Management, Advisory Services, Inc. |
| · | BNY Mellon Trust Company(Cayman) Limited |
| · | BNY Mellon Managed Investments Limited. |
| · | BNY Mellon Investment Management Cayman Limited |
| · | Cutwater Asset Management Corporation |
| · | Cutwater Investor Services Corporation |
| · | BNY Mellon Capital Markets, LLC. |
| · | MBSC Securities Corporation |
PARENT HOLDING COMPANIES/CONTROL PERSONS
| · | The Bank of New York Mellon Corporation |
| · | B.N.Y. Holdings (Delaware) Corporation (parent holding company of BNY Mellon Trust of Delaware) |
| · | Insight Investment Management Limited (parent holding company of Insight Investment Management (Global) Limited) |
| · | MAM (MA) Holding Trust (parent holding company of Standish Mellon Asset Management Company LLC; The Boston Company Asset Management
LLC) |
| · | MBC Investments Corporation (parent holding company of Mellon Capital Management Corporation; BNY Mellon Investment Management
(Jersey) Ltd.) |
| · | BNY Mellon Investment Management (Jersey) Ltd. (parent holding company of BNY Mellon Investment Management (Europe) Ltd.) |
| · | BNY Mellon Investment Management (Europe) Ltd. (parent holding company of BNY Mellon Investment Management Europe Holdings
Ltd.; BNY Mellon Investment Management Cayman Limited) |
| · | BNY Mellon Investment Management Europe Holdings Ltd. (parent holding company of BNY Mellon International Asset Management
Group Limited; Mellon JV Limited) |
| · | BNY Mellon International Asset Management Group Limited (parent holding company of Newton Management Limited; BNY Mellon International
Asset Management (Holdings) Limited; Insight Investment Management Limited) |
| · | BNY Mellon Asset Management International Holdings Limited (parent holding company of BNY Mellon Asset Management Japan Limited) |
| · | Mellon Overseas Investment Corporation (parent holding company to BNY Mellon Servicos Financeiros Distribuidora de Titulos
e ValoresMobiliarios S.A. and (indirect) BNY Mellon Gestao de Patrimonio Ltda; Mellon Canada Holding Company) |
| · | Newton Management Limited (parent holding company of Newton Capital Management Limited; Newton Investment Management Limited) |
| · | Pershing Group LLC (parent holding company of Lockwood Advisors, Inc. and Pershing LLC) |
| · | The Bank of New York Mellon SA/NV (parent holding company of BNY Mellon Service Kapitalanlage-Gesellschaft mbH) |
| · | Mellon JV Limited (parent holding company of BNY Mellon Investment Holdings (Germany) Limited) |
| · | BNY Mellon Investment Holdings (Germany) Limited (parent holding company of Meriten Investment Management GmbH) |
| · | BNY Mellon International Asset Management (Holdings) Limited (parent holding company of BNY Mellon International Asset Management
(Holdings) No. 1 Limited) |
| · | BNY Mellon International Asset Management (Holdings) No. 1 Limited (parent holding company of Walter Scott & Partners Limited) |
| · | Mellon Canada Holding Company (parent holding company of BNY Mellon Wealth Management, Advisory Services, Inc) |
| · | BNY International Financing Corporation (parent holding company ofBNY Mellon Trust Company (Cayman) Limited) |
| · | BNY Capital Markets Holdings, Inc. (parent holding company of BNY Mellon Capital Markets, LLC.) |
| · | Cutwater Holdings LLC (parent holding company of Cutwater Asset Management Corporation; Cutwater Investor Services Corporation) |
FUND ADMINISTRATORS
| · | BNY Mellon Service Kapitalanlage- Gesellschaft Mbh |
| · | Meriten Investment Management Gmbh |
Exhibit 99.5
The Bank of New York Mellon Corporation
The name of each director and executive officer
of The Bank of New York Mellon Corporation is set forth below. The business address of each person listed below is c/o The Bank
of New York Mellon Corporation, One Wall Street, New York, New York 10286. Each person is a citizen of the United States of America.
Directors
Name |
|
Occupation |
|
|
|
Nicholas M. Donofrio
Joseph J. Echevarria
Edward P. Garden |
|
Retired EVP, Innovation and Technology of IBM
Corporation
Retired CEO of Deloitte LLP
Chief Investment Officer and a founding partner
of Trian Fund Management, L.P. |
Jeffrey A. Goldstein |
|
Managing Director, Hellman & Friedman LLP |
Gerald L. Hassell
John M. Hinshaw |
|
Chairman and CEO of The Bank of New York Mellon
Corporation
Executive Vice President of Technology and Operations
at Hewlett-Packard Company |
Edmund F. “Ted” Kelly |
|
Retired Chairman of Liberty Mutual Group |
Richard J. Kogan |
|
Principal of The KOGAN Group LLC, RJKogan AP LLC and Jayleen Art Associates LLC |
John A. Luke, Jr. |
|
Chairman and CEO of MeadWestvaco Corporation |
Mark A. Nordenberg |
|
Chancellor, CEO and Distinguished Service Professor of Law at the University of Pittsburgh |
Catherine A. Rein |
|
Retired Senior EVP and Chief Administrative Officer of MetLife, Inc. |
William C. Richardson |
|
President and CEO Emeritus of The W.K. Kellogg Foundation and President Emeritus, the Johns Hopkins University |
Samuel C. Scott III |
|
Retired Chairman, President and CEO of Corn Products International, Inc. |
Wesley W. von Schack |
|
Chairman of AEGIS Insurance Services, Inc. |
Executive Officers
Name |
|
Position |
Gerald L. Hassell |
|
Chairman and Chief Executive Officer |
Karen B. Peetz |
|
President |
Curtis Y. Arledge |
|
Vice Chairman, CEO, Investment Management |
Thomas P. Gibbons |
|
Vice Chairman and Chief Financial Officer |
Richard Brueckner |
|
Chief of Staff |
Brian T. Shea |
|
Vice Chairman, Chief Executive Officer, Investment Services |
J. Kevin McCarthy |
|
General Counsel |
Monique R. Herena |
|
Senior Vice President and Chief Human Resources Officer |
Kurtis R. Kurimsky |
|
Acting Controller and Principal Accounting Officer |
James S. Wiener |
|
Senior Executive Vice President and Chief Risk Officer |
BNY Mellon, National Association
The name of each director and executive officer
of BNY Mellon, National Association is set forth below. The business address of each person listed below is c/o BNY Mellon, National
Association, 1 BNY Mellon Center, Pittsburgh, PA 15258-0001. Each person is a citizen of the United States of America.
Directors
Name |
|
Occupation |
Nicholas M. Donofrio
|
|
Retired EVP, Innovation and Technology of IBM
Corporation
|
Joseph J. Echevarria
|
|
Retired CEO of Deloitte LLP
|
Edward P. Garden |
|
Chief Investment Officer and a founding partner of Trian Fund Management, L.P. |
Jeffrey A. Goldstein |
|
Managing Director, Hellman & Friedman LLP |
Gerald L. Hassell
John M. Hinshaw |
|
Chairman and CEO of The Bank of New York Mellon
Corporation
Executive Vice President of Technology and Operations
at Hewlett-Packard Company |
Edmund F. “Ted” Kelly |
|
Retired Chairman of Liberty Mutual Group |
Richard J. Kogan |
|
Principal of The KOGAN Group LLC, RJKogan AP LLC and Jayleen Art Associates LLC |
John A. Luke, Jr. |
|
Chairman and CEO of MeadWestvaco Corporation |
Mark A. Nordenberg |
|
Chancellor, CEO and Distinguished Service Professor of Law at the University of Pittsburgh |
Catherine A. Rein |
|
Retired Senior EVP and Chief Administrative Officer of MetLife, Inc. |
William C. Richardson |
|
President and CEO Emeritus of The W.K. Kellogg Foundation and President Emeritus, the Johns Hopkins University |
Samuel C. Scott III |
|
Retired Chairman, President and CEO of Corn Products International, Inc. |
Wesley W. von Schack |
|
Chairman of AEGIS Insurance Services, Inc. |
Executive Officers
Name |
|
Position |
Gerald L. Hassell |
|
Chairman and Chief Executive Officer |
Karen B. Peetz |
|
President |
Curtis Y. Arledge |
|
Vice Chairman |
Thomas P. Gibbons |
|
Vice Chairman and Chief Financial Officer |
Richard Brueckner |
|
Chief of Staff |
Brian T. Shea |
|
Vice Chairman |
J. Kevin McCarthy |
|
General Counsel |
Monique R. Herena |
|
Senior Vice President and Chief Human Resources Officer |
Kurtis R. Kurimsky |
|
Acting Controller and Principal Accounting Officer |
James S. Wiener |
|
Senior Executive Vice President and Chief Risk Officer |
BNY Alcentra Group Holdings, Inc.
The name of each director and executive officer
of BNY Alcentra Group Holdings, Inc. is set forth below. The business address of each person listed below is c/o BNY Alcentra Group
Holdings, Inc., 10 Gresham Street, London, England, EC2V 7JD. Each person is a citizen of the United States of America with the
exception of Robert Bennett, David Forbes-Nixon and Paul Hatfield who are citizens of the United Kingdom.
Directors
Name |
|
Occupation |
|
|
|
Robert Bennett |
|
Alcentra Finance Director & Chief Operating Officer |
David Forbes-Nixon |
|
Alcentra Chairman & Chief Executive Officer |
Mitchell E. Harris |
|
President of BNY Mellon Investment Management |
Edward H. Ladd |
|
Chairman Emeritus, Standish Mellon Asset Management Company LLC |
Steven Lipiner |
|
Chief Financial Officer for BNY Mellon Investment Management |
Executive Officers
Name |
|
Position |
|
|
|
David Forbes-Nixon |
|
President |
Robert Bennett |
|
Vice President |
Paul J. Echausse |
|
Vice President |
Scott Gold |
|
Vice President |
Paul Hatfield |
|
Vice President |
Reza Sarmasti |
|
Vice President |
Alcentra Investments Limited
The name of each director and executive officer
of Alcentra Investments Limited is set forth below. The business address of each person listed below is c/o Alcentra Investments
Limited, 10 Gresham Street, London, England, EC2V 7JD. Each person is a citizen of the United Kingdom, with the exception of Appleby
Services (Bermuda) Ltd., which is a corporation organized under the laws of Bermuda, and Mitchel E. Harris who is a citizen of
the United States of America.
Directors
Name |
|
Occupation |
|
|
|
Robert Bennett |
|
Alcentra Finance Director & Chief Operating Officer |
David Forbes-Nixon |
|
Alcentra Chairman & Chief Executive Officer |
Mitchell E. Harris |
|
President of BNY Mellon Investment Management |
Executive Officers
Name |
|
Position |
Mitchell E. Harris |
|
President |
Appleby Services (Bermuda) Ltd. |
|
Secretary |
David Forbes-Nixon |
|
Vice President |
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