As filed with the Securities and Exchange Commission on May 18, 2017

Securities Act File No. 333-216207

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   o   Pre-Effective Amendment No.

   x   Post-Effective Amendment No. 2

 

ALCENTRA CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

200 Park Avenue, 7 ^th Floor
New York, New York 10166

(Address of Principal Executive Offices)

(212) 922-8240

(Registrant’s Telephone Number, Including Area Code)

Paul J. Echausse, Esq.
President and Chief Executive Officer
Alcentra Capital Corporation
200 Park Avenue, 7 ^th Floor
New York, New York 10166

(Name and Address of Agent for Service)

 

COPIES TO:

Steven B. Boehm, Esq.
Harry S. Pangas, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001
Tel: (202) 383-0100
Fax: (202) 637-3593

 

Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. þ

It is proposed that this filing will become effective (check appropriate box):

EXPLANATORY NOTE

The purpose of this Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (SEC File No. 333-216207) (the “Registration Statement”) is to file certain exhibits to the Registration Statement as set forth in Item 25(2) of Part C. Accordingly, this Post-Effective Amendment No. 2 to the Registration Statement consists only of a facing page, this explanatory note and Part C of the Registration Statement, including all exhibits identified as being filed herewith or incorporated by reference herein. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement. As a result, the remainder of the contents of the Registration Statement previously filed are hereby incorporated by reference herein. This Post-Effective Amendment No. 2 is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended. As permitted by Rule 462(d), this Post-Effective Amendment No. 2 shall become effective upon filing with the SEC.

ALCENTRA CAPITAL CORPORATION
PART C
OTHER INFORMATION

Item 25. Financial Statements and Exhibits

(1) Financial statements

		Page No.
Interim Consolidated Financial Statements of Alcentra Capital Corporation:
Consolidated Statements of Assets and Liabilities as of March 31, 2017 (unaudited) and December 31, 2016			S-45
Consolidated Statements of Operations for the Three Months Ended March 31, 2017 (unaudited) and 2016 (unaudited)			S-46
Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2017 (unaudited) and 2016 (unaudited)			S-47
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 (unaudited) and 2016 (unaudited)			S-48
Consolidated Schedule of Investments as of March 31, 2017 (unaudited) and December 31, 2016			S-49
Notes to Unaudited Consolidated Financial Statements			S-53
Audited Consolidated Financial Statements of Alcentra Capital Corporation:
Report of Independent Registered Public Accounting Firm			S-73
Consolidated Statements of Assets and Liabilities as of December 31, 2016 and December 31, 2015			S-74
Consolidated Statements of Operations for the year ended December 31, 2016, December 31, 2015 and the period from May 8, 2014 (commencement of operations) to December, 31 2014			S-75
Consolidated Statements of Changes in Net Assets for the year ended December 31, 2016, December 31, 2015 and the period from May 8, 2014 (commencement of operations) to December 31, 2014			S-77
Consolidated Statements of Cash Flows for the year ended December 31, 2016, December 31, 2015 and the period from May 8, 2014 (commencement of operations) to December 31, 2014			S-78
Consolidated Schedule of Investments as of December 31, 2016 and December 31, 2015			S-79
Notes to the Consolidated Financial Statements			S-87
Financial Statements of BNY Mellon-Alcentra Mezzanine III, L.P.:
Consolidated Statements of Operations for the period from January 1, 2014 to May 7, 2014			S-75
Consolidated Statements of Changes in Net Assets for the period from January 1, 2014 to May 7, 2014			S-77
Unaudited Financial Statements
Consolidated Statements of Assets and Liabilities as of September 30, 2016 (unaudited) and December 31, 2015			F-2
Consolidated Statements of Operations for the Nine Months Ended September 30, 2016 (unaudited) and 2015 (unaudited)			F-3
Consolidated Statements of Changes in Net Assets for the Nine Months Ended September 30, 2016 (unaudited) and 2015 (unaudited)			F-5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 (unaudited) and 2015 (unaudited)			F-6
Consolidated Schedule of Investments as of September 30, 2016 (unaudited) and December 31, 2015			F-7
Notes to Unaudited Consolidated Financial Statements			F-15

Item 26. Marketing Arrangements

The information contained under the heading “Plan of Distribution” on this Registration Statement is incorporated herein by reference.

Item 27. Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee		$	32,938.04
FINRA filing fee		$	43,125.16
NASDAQ listing fee		$	40,000
Printing expenses		$	50,000
Accounting fees and expenses		$	80,000
Legal fees and expenses		$	100,000
Miscellaneous		$	25,000
Total		$	371,063.21

Note: All listed amounts are estimates except for the Securities and Exchange Commission registration fee and FINRA filing fee.

Item 28. Persons Controlled by or Under Common Control

Alcentra Capital Corporation, directly or indirectly, owns 100% of the following consolidated subsidiary:

Item 29. Number of Holders of Securities

The following table sets forth the approximate number of record holders of the Registrant’s common stock as of March 2, 2017.

Title of Class		Number of Record Holders
Common Stock, $0.001 par value			19

Item 30. Indemnification

Reference is made to Section 2-418 of the Maryland General Corporation Law, Article VII of the Registrant’s charter and Article XI of the Registrant’s Bylaws.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the Investment Company Act of 1940, as amended, or the 1940 Act.

The Registrant’s charter authorizes the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Registrant’s bylaws obligate the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also permit the Registrant to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and any of the Registrant’s employees or agents or any employees or agents of the Registrant’s predecessor. In accordance with the 1940 Act, the Registrant will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received unless, in either case, a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Adviser

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Alcentra NY, LLC, our Adviser, and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the investment adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser of the Registrant.

The law also provides for comparable indemnification for corporate officers and agents. Insofar as indemnification for liability arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant has entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Registrant’s directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Registrant shall indemnify the director who is a party to the agreement, or an Indemnitee, including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Registrant.

Item 31. Business and Other Connections of Investment Adviser

A description of any other business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management.” Additional information regarding the Adviser and its officers and directors is set forth in its Form ADV as filed with the Securities and Exchange Commission (SEC file number 801-62417) and incorporated herein by reference.

Item 32. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder are maintained at the offices of:

Item 33. Management Services

Not Applicable.

Item 34. Undertakings

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, in the State of New York, on this 18 ^th day of May, 2017.

ALCENTRA CAPITAL CORPORATION

By:

/s/ Paul J. Echausse  Name: Paul J. Echausse Title: President, Chairman, and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-2 has been signed below by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Paul J. Echausse Paul J. Echausse		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		May 18, 2017
Paul Hatfield		Chairman Emeritus of the Board of Directors
/s/ Ellida McMillan Ellida McMillan		Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)		May 18, 2017
/s/ David Scopelliti David Scopelliti		Director		May 18, 2017
* T. Ulrich Brechbühl		Director		May 18, 2017
* Edward Grebow		Director		May 18, 2017
* Douglas J. Greenlaw		Director		May 18, 2017
Rudolph L. Hertlein		Director
** Steven H. Reiff		Director		May 18, 2017