UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
x
Filed by a Party other than
the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Full Circle Capital
Corporation
(Name of Registrant as Specified in Its
Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(1)
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Amount previously Paid:
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Form, schedule or registration statement No.:
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FULL CIRCLE CAPITAL CORPORATION
800 Westchester Ave.
Rye Brook, New York 10573
November [ ], 2013
Dear Stockholder:
You are cordially invited to attend a Special
Meeting of Stockholders of Full Circle Capital Corporation (the “Company”) to be held on January 17, 2014 at 11:00
a.m., Eastern Time, at the Company’s corporate headquarters located at 800 Westchester Ave., Rye Brook, New York 10573.
The notice of special meeting and proxy
statement accompanying this letter provide an outline of the business to be conducted at the meeting. At the meeting, you will
be asked to approve a proposal to authorize the Company, with the approval of its Board of Directors, to sell shares of its common
stock at a price or prices below the Company’s then current net asset value per share in one or more offerings, subject to
certain conditions as set forth in the proxy statement.
It is important that your shares be represented
at the special meeting. If you are unable to attend the meeting in person, I urge you to complete, date and sign the enclosed proxy
card and promptly return it in the envelope provided, vote your shares by telephone, or vote via the internet. Your vote is important.
Sincerely yours,
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John E. Stuart
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Chief Executive Officer
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Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Stockholders to Be Held on January 17, 2014.
Our proxy statement and annual report
on Form 10-K for the year ended June 30, 2013 are available on the Internet at
http://ir.fccapital.com
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The following information applicable to
the Special Meeting may be found in the proxy statement and accompanying proxy card:
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The date, time and location of the meeting;
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A description of the matter intended to be acted on and our recommendation regarding such matter;
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Any control/identification numbers that you need to access your proxy card; and
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Information about attending the meeting and voting in person.
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FULL CIRCLE CAPITAL CORPORATION
800 Westchester Ave.
Rye Brook, New York 10573
(914) 220-6300
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 17, 2014
To the Stockholders of Full Circle Capital Corporation:
A Special Meeting of Stockholders of Full
Circle Capital Corporation (the “Company”) will be held at the Company’s corporate headquarters located at 800
Westchester Ave., Rye Brook, New York 10573 on January 17, 2014, at 11:00 a.m., Eastern Time, for the following purposes:
1. To approve a proposal to
authorize the Company, with the approval of its Board of Directors, to sell shares of its common stock at a price or prices below
the Company’s then current net asset value per share in one or more offerings, subject to certain conditions as set forth
in the proxy statement; and
2. To transact such other business
as may properly come before the meeting.
You have the right to receive notice of
and to vote at the meeting if you were a stockholder of record at the close of business on October 25, 2013. Whether or not you
expect to be present in person at the meeting, please sign the enclosed proxy and return it promptly in the self-addressed envelope
provided or register your vote by telephone or through the internet. Instructions are shown on the proxy card. In the event there
are not sufficient votes for a quorum or to approve the proposal at the time of the special meeting, the meeting may be adjourned
in order to permit further solicitation of proxies by the Company.
By Order of the Board of Directors,
Michael J. Sell
Secretary
Rye Brook, New York
November [ ], 2013
This is an important meeting. To ensure
proper representation at the meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope,
vote your shares by telephone, or vote via the internet. Even if you vote your shares prior to the meeting, you still may attend
the meeting and vote your shares in person.
FULL CIRCLE CAPITAL CORPORATION
800 Westchester Ave.
Rye Brook, New York 10573
(914) 220-6300
PROXY STATEMENT
Special Meeting of Stockholders
This Proxy Statement is furnished in
connection with the solicitation of proxies by the Board of Directors of Full Circle Capital Corporation (the
“Company,” “Full Circle,” “we,” “us” or “our”) for use at a
Special Meeting of the Company’s Stockholders (the “Special Meeting”) to be held on January 17, 2014, at
11:00 a.m., Eastern Time, at the Company’s corporate headquarters located at 800 Westchester Ave., Rye Brook, New York
10573, and at any postponements or adjournments thereof. This Proxy Statement, the Notice of Meeting and the
accompanying proxy card are first
being sent to stockholders on or about November [ ], 2013.
We encourage you to vote your shares, either
by voting in person at the Special Meeting or by granting a proxy
(i.e.,
authorizing someone to vote your shares). If you
properly sign and date the accompanying proxy card, or otherwise provide voting instructions, either via the internet or by telephone,
and the Company receives it in time for the Special Meeting, the persons named as proxies will vote the shares registered directly
in your name in the manner that you specified.
If you give no instructions on the proxy card, the shares covered by the proxy
card will be voted FOR the proposal listed in the accompanying Notice of Special Meeting of Stockholders
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If you are a “stockholder of record”
(i.e.,
you hold shares directly in your name), you may revoke a proxy at any time before it is exercised by notifying the
proxy tabulator, Broadridge Financial Solutions, Inc. (“Broadridge”), in writing, by submitting a properly executed,
later-dated proxy, or by voting in person at the Special Meeting. Please send your notification to Full Circle Capital Corporation,
c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, and submit a properly executed, later-dated
proxy or vote in person at the Special Meeting. Any stockholder of record attending the Special Meeting may vote in person whether
or not he or she has previously voted his or her shares. If your shares are held for your account by a broker, bank or other institution
or nominee (“Broker Shares”), you may vote such shares at the Special Meeting only if you obtain proper written authority
from your institution or nominee and present it at the Special Meeting. All of our directors are encouraged to attend the Special
Meeting.
Stockholders of record may also vote either
via the internet or by telephone. Specific instructions to be followed by stockholders of record interested in voting via the internet
or telephone are shown on the enclosed proxy card. The internet and telephone voting procedures are designed to authenticate the
stockholder’s identity and to allow stockholders to vote their shares and confirm that their instructions have been properly
recorded.
Purpose of Meeting
At the Special Meeting, you will be asked
to vote on the following proposals:
1. To approve a proposal to
authorize the Company, with the approval of its Board of Directors, to sell shares of its common stock at a price or prices below
the Company’s then current net asset value per share in one or more offerings, subject to certain conditions as set forth
in the proxy statement; and
2. To transact such other business
as may properly come before the meeting.
Voting Securities
You may vote your shares, in person
or by proxy, at the Special Meeting only if you were a stockholder of record at the close of business on October 25, 2013
(the “Record Date”). On the Record Date, there were [7,569,382] shares of the Company’s common stock
outstanding. Each share of common stock is entitled to one vote.
Quorum Required
A quorum must be present at the Special
Meeting for any business to be conducted. The presence at the Special Meeting, in person or by proxy, of the holders of a majority
of the shares of common stock outstanding on the Record Date will constitute a quorum. Abstentions will be treated as shares present
for quorum purposes. Broker Shares for which the nominee has not received voting instructions from the record holder and does not
have discretionary authority to vote the shares on the proposal (which are considered “Broker Non-Votes” with respect
to such proposal) will be treated as shares present for quorum purposes.
If a quorum is not present at the Special
Meeting, the stockholders who are represented may adjourn the Special Meeting until a quorum is present. The persons named as proxies
will vote those proxies for such adjournment, unless marked to be voted against the proposal, to permit the further solicitation
of proxies.
Vote Required
Approval of a Proposal to Authorize
the Company to Sell Shares of its Common Stock at a Price or Prices Below the Company’s then Current Net Asset Value Per
Share in One or More Offerings, Subject to Certain Conditions as Set Forth in the Proxy Statement.
The affirmative vote of
(1) a majority of the outstanding shares of common stock entitled to vote at the Special Meeting; and (2) a majority
of the outstanding shares of common stock entitled to vote at the Special Meeting that are not held by affiliated persons of the
Company is required to approve this proposal. For purposes of this proposal, the Investment Company Act of 1940, as amended (the
“1940 Act”), defines “a majority of the outstanding shares” as: (1) 67% or more of the voting securities
present at the Special Meeting if the holders of more than 50% of the outstanding voting securities of such company are present
or represented by proxy; or (2) 50% of the outstanding voting securities of the Company, whichever is the less. Abstentions
will have the effect of a vote against this proposal.
This proposal is
a non-routine matter. As a result, if you hold shares in “street name” through a broker, bank or other nominee, your
broker, bank or nominee will not be permitted to exercise voting discretion with respect to this proposal. Thus, if you do not
give your broker or nominee specific instructions on how to vote for you or do not vote for yourself in accordance with the voting
instructions on the proxy card, by returning a proxy card or by other arrangement with your broker or nominee, your shares will
be treated as not present at the Special Meeting. As a result, your shares will have no effect on the Company’s ability
to obtain the approval of 67% or more of the voting securities present at the Special Meeting and will have the same effect as
a vote against this proposal if the Company does not obtain the approval of 67% or more of the voting securities present and instead
seeks to obtain the affirmative vote of 50% of the outstanding voting securities of the Company.
Additional Solicitation.
If
there are not enough votes to approve any proposals at the Special Meeting, the stockholders who are represented may adjourn the
Special Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment,
unless marked to be voted against the proposal for which an adjournment is sought, to permit the further solicitation of proxies.
Also, a stockholder vote may be taken on
one or more of the proposals in this Proxy Statement prior to any such adjournment if there are sufficient votes for approval thereof.
Information Regarding This Solicitation
The Company will bear the expense of the
solicitation of proxies for the Special Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the
accompanying Notice of Special Meeting of Stockholders, and proxy card. We have requested that brokers, nominees, fiduciaries and
other persons holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward
the proxy materials to, and obtain proxies from, such beneficial owners. We will reimburse such persons for their reasonable expenses
in so doing.
In addition to the solicitation of proxies
by the use of the mails, proxies may be solicited in person and by telephone or facsimile transmission by directors, officers or
employees of the Company (without special compensation therefor). The Company also may retain Broadridge to assist in the solicitation
of proxies for a fee of approximately $[ ], plus reimbursement of certain out of pocket expenses. Any proxy given pursuant to this
solicitation may be revoked at any time before it is exercised by written notice to the Company’s proxy tabulator from the
person giving the proxy, by submitting a properly executed, later-dated proxy, or by voting in person at the Special Meeting.
The principal business address of both
our investment adviser, Full Circle Advisors, LLC (“Full Circle Advisors”), and our administrator, Full Circle Service
Company, LLC (“Full Circle Service Company”), is 800 Westchester Ave., Rye Brook, New York 10573.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of [
], the beneficial ownership of each current director, the nominees for director, the Company’s executive officers, each person
known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors
as a group.
Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect
to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based
upon Schedule 13G filings by such persons with the SEC and other information obtained from such persons, if available.
Unless otherwise indicated, the Company
believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the
Company. Our address is 800 Westchester Ave., Rye Brook, New York 10573.
Name and Address of Beneficial Owner
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Number of Shares
Owned Beneficially
(1)
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Percentage
of Class
(2)
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Interested Director
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John E. Stuart
(3)
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42,397
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*
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Independent Directors
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Mark C. Biderman
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6,950
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Edward H. Cohen
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12,000
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*
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Thomas A. Ortwein, Jr.
(4)
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299,937
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3.96
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%
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Executive Officers
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Michael J. Sell
(5)
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300
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William E. Vastardis
(6)
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–
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–
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Salvatore Faia
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–
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–
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Executive officers and directors as a group
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361,584
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4.78
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Represents less than one percent.
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(1)
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Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.
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Based on a total of
7,569,382 shares of the Company’s common stock issued and outstanding on
[ ].
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Includes 237 shares held by Full Circle Investments, LLC and 120 shares held by Full Circle Advisors, which may be deemed to be beneficially owned by Mr. Stuart by virtue of his ownership interests therein, as well as 1,000 shares held by immediate family members and 16,610 shares held by family trusts.
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Includes 299,937 shares held by Highbrace Partners, LP, which may be deemed to be beneficially owned by Mr. Ortwein by virtue of his position as the managing member of its general partner.
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Mr. Sell was appointed as the Company’s Chief Financial Officer, Secretary & Treasurer, effective as of September 30, 2013.
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Mr. Vastardis resigned as the Company’s Chief Financial Officer, Secretary & Treasurer, effective as of September 30, 2013.
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Set forth below is the dollar range of
equity securities beneficially owned by each of our directors as of [ ].
Name of Director
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Dollar Range of Equity Securities
Beneficially Owned
(1)(2)
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Interested Directors
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John E. Stuart
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Over $100,000
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Independent Directors
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Mark C. Biderman
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$50,001-$100,000
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Edward H. Cohen
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$50,001-$100,000
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Thomas A. Ortwein, Jr.
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Over $100,000
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The dollar ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or Over $100,000.
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The dollar range of equity
securities beneficially owned in us is based on the closing price for our common stock of $[ ] on the Record Date
on the NASDAQ Global Market. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Securities
Exchange Act of 1934.
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Certain Relationships and Transactions
We have entered into
the Investment Advisory Agreement with Full Circle Advisors. Mr. Stuart, our Chief Executive Officer and President, is the manager
of, and has financial and controlling interests in, Full Circle Advisors.
Full Circle Advisors’
investment committee presently manages Full Circle Funding, LP, a specialty lender serving smaller and lower middle-market companies.
Although the existing investment funds managed by Full Circle Funding, LP, which currently consist of the Legacy Funds, are no
longer making investments in new opportunities, any affiliated investment vehicle formed in the future and managed by our investment
adviser or its affiliates may, notwithstanding different stated investment objectives, have overlapping investment objectives with
our own and, accordingly, may invest in asset classes similar to those targeted by us. Full Circle Advisors and its affiliates
may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the
availability of such investment and other appropriate factors, Full Circle Advisors or its affiliates may determine that we should
invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable
law and interpretive positions of the SEC and its staff, and consistent with Full Circle Advisors’ allocation procedures.
We have entered into
a license agreement with Full Circle Advisors, pursuant to which Full Circle Advisors has agreed to grant us a non-exclusive, royalty-free
license to use the name “Full Circle.”
We have entered into
the Administration Agreement with Full Circle Service Company. Pursuant to the terms of the Administration Agreement, Full Circle
Service Company provides us with the office facilities and administrative services necessary to conduct our day-to-day operations.
Mr. Stuart, our Chief Executive Officer and President, is the managing member of, and has financial and controlling interests in,
Full Circle Service Company.
Our former Chief Financial
Officer, William E. Vastardis, is the President of Vastardis Fund Services LLC. Full Circle Service Company has engaged Vastardis
Fund Services to provide certain administrative services to us. In exchange for providing such services, Full Circle Service Company
pays Vastardis Fund Services an asset-based fee with a $200,000 annual minimum. This asset-based fee varies depending upon our
gross assets as follows:
Gross Assets
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Fee
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first $150 million of gross assets
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20 basis points (0.20%)
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next $150 million of gross assets
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15 basis points (0.15%)
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next $200 million of gross assets
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10 basis points (0.10%)
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in excess of $500 million of gross assets
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5 basis points (0.05%)
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Additionally, prior
to September 30, 2013, we reimbursed Full Circle Service Company for the fees charged by Vastardis Fund Services for the service
of Mr. Vastardis as our Chief Financial Officer, Treasurer and Secretary at an annual rate of up to $250,000.
As of September 30, 2013, Michael J. Sell is our Chief Financial Officer, Treasurer and Secretary and Mr. Vastardis no longer
receives fees for such services.
In the ordinary course
of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order
to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain
policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the
proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements
unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have
taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board of Directors reviews
these procedures on an annual basis.
We and our investment
adviser have also adopted Codes of Ethics which apply to, among others, our senior officers, including our Chief Executive Officer
and Chief Financial Officer, as well as every officer, director and employee of us and our investment adviser. These Codes of Ethics
require that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal
interests and the interests of Full Circle Capital. Pursuant to the Codes of Ethics, each employee and director must disclose any
conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit
Committee is charged with approving any waivers under the Codes of Ethics. As required by the NASDAQ Stock Market corporate governance
listing standards, the Audit Committee of our Board of Directors is also required to review and approve any transactions with related
parties (as such term is defined in Item 404 of Regulation S-K).
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Securities
Exchange Act of 1934, the Company’s directors and executive officers, and any persons holding more than 10% of its common
stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates
for those reports have been established, and the Company is required to report herein any failure to file such reports by those
due dates. Based solely on a review of copies of such reports and written representations delivered to the Company by such persons,
the Company believes that there were no violations of Section 16(a) by such persons during the year ended June 30, 2013.
PROPOSAL I: APPROVAL TO AUTHORIZE
THE COMPANY, WITH APPROVAL
OF ITS BOARD OF DIRECTORS, TO SELL SHARES
OF ITS COMMON STOCK AT A
PRICE OR PRICES BELOW THE COMPANY’S
THEN CURRENT NET ASSET VALUE
PER SHARE IN ONE OR MORE OFFERINGS.
The Company is a closed-end investment
company that has elected to be regulated as a BDC under the 1940 Act. The 1940 Act prohibits the Company from selling shares
of its common stock at a price below the then current net asset value per share of such stock (“NAV”), exclusive of
sales compensation, unless its stockholders approve such a sale and the Company’s Board of Directors make certain determinations.
Shares of the Company’s common stock have traded both above and below their NAV since they began trading on the NASDAQ Stock
Market.
Pursuant to this provision, the Company
is seeking the approval of its common stockholders so that it may, in one or more public or private offerings of its common stock,
sell or otherwise issue shares of its common stock, not exceeding 25% of its then outstanding common stock immediately prior to
each such offering, at a price below its then current NAV, subject to certain conditions discussed below. The Company’s Board
of Directors believes that having the flexibility for the Company to sell its common stock below NAV in certain instances is in
the best interests of stockholders. If the Company were unable to access the capital markets as attractive investment opportunities
arise, the Company’s ability to grow over time and continue to pay dividends to stockholders could be adversely affected.
While the Company has no immediate plans
to sell shares of its common stock below NAV, it is seeking stockholder approval now in order to maintain access to the markets
if the Company determines it should sell shares of common stock below NAV. These sales typically must be undertaken quickly. The
final terms of any such sale will be determined by the Board of Directors at the time of sale. Also, because the Company has no
immediate plans to sell any shares of its common stock, it is impracticable to describe the transaction or transactions in which
such shares of common stock would be sold. Instead, any transaction where the Company sells such shares of common stock, including
the nature and amount of consideration that would be received by the Company at the time of sale and the use of any such consideration,
will be reviewed and approved by the Board of Directors at the time of sale. There will be no limit on the percentage below net
asset value per share at which shares may be sold by the Company under this proposal. If this proposal is approved, no further
authorization from the stockholders will be solicited prior to any such sale in accordance with the terms of this proposal. If
approved, the authorization would be effective for securities sold during a period beginning on the date of such stockholder approval
and expiring on the earlier of the one year anniversary of the date of the Special Meeting or the date of the Company’s 2015
Annual Meeting of Stockholders, which is expected to be held in January 2015. Stockholders approved a similar proposal at our prior
two Annual Meetings of Stockholders. We have utilized such authorization one time. In November 2012, we received proceeds of $7.505
per share, after deducting underwriting discounts and commissions, while our most recently determined NAV at that time was $8.51.
This represented a discount of $1.005, or 11.8%, to NAV and, after deducting estimated offering expenses, resulted in $0.20, or
2.35%, dilution to NAV per share. We believe the minor dilution experienced by our stockholders in this offering was significantly
outweighed by the benefits stockholders experienced from the deployment of funds raised in the offering.
Generally, common stock offerings by BDCs
are priced based on the market price of the currently outstanding shares of common stock, less a small discount of approximately
5% (which may be higher or lower depending on market conditions). Accordingly, even when shares of the Company’s common stock
trade at a market price below NAV, this proposal would permit the Company to offer and sell shares of its common stock in accordance
with pricing standards that market conditions generally require, subject to the conditions described below in connection with any
offering undertaken pursuant to this proposal. This Proxy Statement is not an offer to sell securities. Securities may not be offered
or sold in the United States absent registration with the SEC or an applicable exemption from SEC registration requirements.
1940 Act Conditions for Sales Below NAV
The Company’s ability to issue shares
of its common stock at a price below NAV is governed by the 1940 Act. If stockholders approve this proposal, the Company will only
sell shares of its common stock at a price below NAV per share if the following conditions are met:
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a majority of the Company’s directors who are not “interested persons” of the Company as defined in the 1940 Act, and who have no financial interest in the sale, shall have approved the sale and determined that it is in the best interests of the Company and its stockholders; and
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a majority of such directors, who are not interested persons of the Company, in consultation with the underwriter or underwriters of the offering if it is to be underwritten, have determined in good faith, and as of a time immediately prior to the first solicitation by or on behalf of the Company of firm commitments to purchase such securities or immediately prior to the issuance of such securities, that the price at which such securities are to be sold is not less than a price which closely approximates the market value of those securities, less any underwriting commission or discount, which could be substantial.
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Board Approval
On September 9, 2013, the Company’s
Board of Directors, including a majority of the non-interested directors who have no financial interest in this proposal, approved
this proposal as in the best interests of the Company and its stockholders and is recommending that the Company’s stockholders
vote in favor of this proposal to offer and sell shares of the Company’s common stock at prices that may be less than NAV.
In evaluating this proposal, the Company’s Board of Directors, including the non-interested directors, considered and evaluated
factors including the following, as discussed more fully below:
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possible long-term benefits to the Company’s stockholders; and
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possible dilution to the Company’s NAV
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Prior to approving this proposal, the Company’s
Board of Directors considered and evaluated material that our management provided on the merits of our possibly raising additional
capital and the merits of publicly offering shares of the Company’s common stock at a price below NAV. The Company’s
Board of Directors considered the objectives of a possible offering, the mechanics of an offering, establishing size parameters
for an offering, the possible effects of dilution, common stock trading volume, and other matters. The Board of Directors evaluated
a full range of offering sizes. However, the Board of Directors has not yet drawn any definite conclusions regarding the size of
a contemplated capital raise at this time. In determining whether or not to offer and sell common stock, including below NAV, the
Board of Directors has a duty to act in the Company’s and its stockholders best interests and must comply with the other
requirements of the 1940 Act.
Reasons to Offer Common Stock Below NAV
The Company’s Board of Directors
believes that having the flexibility for the Company to sell its common stock below NAV in certain instances is in the Company’s
best interests and the best interests of its stockholders. If the Company were unable to access the capital markets when attractive
investment opportunities arise, the Company’s ability to grow over time and to continue to pay dividends to stockholders
could be adversely affected. In reaching that conclusion, the Company’s Board of Directors considered the following possible
benefits to its stockholders:
Current Market Conditions Have Created
Attractive Opportunities
Current market dislocation has created,
and the Company believes will continue to create for the foreseeable future, favorable opportunities to invest, including opportunities
that, all else being equal, may increase NAV over the longer-term, even if financed with the issuance of common stock below NAV.
Stockholder approval of this proposal, subject to the conditions detailed above, is expected to provide the Company with the flexibility
to invest in such opportunities. The Company believes that current market conditions provide attractive opportunities to deploy
capital.
Recent changes in market conditions also
had beneficial effects for capital providers, including reduced competition, more favorable pricing of credit risk, more conservative
capital structures, and more creditor-friendly contractual terms. Further, although valuations have partially recovered, additional
opportunity remains in the secondary market. Accordingly, for firms that continue to have access to capital, the current environment
should provide investment opportunities on more favorable terms than were available prior to the recession. The Company’s
ability to take advantage of these opportunities will depend upon its continued access to capital.
Higher Market Capitalization and Liquidity
May Make the Company’s Common Stock More Attractive to Investors
If the Company issues additional shares,
its market capitalization and the amount of its publicly tradable common stock will increase, which may afford all holders of its
common stock greater liquidity. A larger market capitalization may make the Company’s stock more attractive to a larger number
of investors who have limitations on the size of companies in which they invest. Furthermore, a larger number of shares outstanding
may increase the Company’s trading volume, which could decrease the volatility in the secondary market price of its common
stock.
Reduced Expenses Per Share
An offering that increases the Company’s
total assets may reduce its expenses per share due to the spreading of fixed expenses over a larger asset base. The Company must
bear certain fixed expenses, such as certain administrative, governance and compliance costs that do not generally vary based on
its size. On a per share basis, these fixed expenses will be reduced when supported by a larger asset base.
Greater Investment Opportunities Due
to Larger Capital Resources
The Company’s Board of Directors
believes that additional capital raised through an offering of shares of its common stock may help it generate additional deal
flow. Based on discussions with management, the Company’s Board of Directors believes that greater deal flow, which may be
achieved with more capital, would enable the Company to be a more significant participant in the private debt and equity markets
and to compete more effectively for attractive investment opportunities. Management has represented to the Company’s Board
of Directors that such investment opportunities may be funded with proceeds of an offering of shares of the Company’s common
stock. However, management has not identified specific companies in which to invest the proceeds of an offering given that specific
investment opportunities will change depending on the timing of an offering, if any.
Status as a BDC and RIC and Maintaining
a Favorable Debt-to-Equity Ratio
As a BDC and a RIC, for tax purposes, the
Company is dependent on its ability to raise capital through the sale of common stock. RICs generally must distribute substantially
all of their earnings from dividends, interest and short-term gains to stockholders as dividends in order to achieve pass-through
tax treatment, which prevents the Company from using those earnings to support new investments. Further, BDCs, in order to borrow
money or issue preferred stock, must maintain a debt to equity ratio of not more than 1:1, which requires the Company to finance
its investments with at least as much common equity as debt and preferred stock in the aggregate. Therefore, to continue to build
the Company’s investment portfolio, and thereby support maintenance and growth of the Company’s dividends, the Company
endeavors to maintain consistent access to capital through the public and private equity markets enabling it to take advantage
of investment opportunities as they arise.
Exceeding the required 1:1 debt-to-equity
ratio would have severe negative consequences for a BDC, including an inability to pay dividends, possible breaches of debt covenants
and failure to qualify for tax treatment as a RIC. Although the Company does not currently expect that it will exceed the required
1:1 debt-to-equity ratio, the markets the Company operates in and the general economy remain volatile and uncertain. Even though
the underlying performance of a particular portfolio company may not indicate impairment or an inability to repay indebtedness
in full, the volatility in the debt capital markets may continue to impact the valuations of debt investments negatively and result
in further unrealized write-downs of debt investments. Any such asset write- downs, as well as unrealized write-downs based on
the underlying performance of the Company’s portfolio companies, if any, will negatively impact its stockholders’ equity
and the resulting debt-to-equity ratio. Issuing new equity will improve the Company’s debt-to-equity ratio. In addition to
meeting legal requirements applicable to BDCs, having a more favorable debt-to-equity ratio will also generally strengthen the
Company’s balance sheet and give it more flexibility in its operations.
Trading History
Shares of BDCs may trade
at a market price that is less than the value of the net assets attributable to those shares. The possibility that the Company’s
shares of common stock will trade at a discount from net asset value, or at premiums that are unsustainable over the long term,
are separate and distinct from the risk that the Company’s net asset value will decrease. Since the Company’s initial
public offering on August 31, 2010, its shares of common stock have traded at both a premium and a discount to the net assets attributable
to those shares. As of October [ ], 2013, the Company’s shares of common stock traded at a [premium/discount] equal to approximately
[ ] % of the net assets attributable to those shares based upon its net asset value as of June 30, 2013. It is not possible to
predict whether the shares that may be offered pursuant to this approval will trade at, above, or below net asset value. The following
table lists the NAV of our common stock, the high and low closing sales prices for our common stock, the premium (discount) of
sales prices to NAV per share and quarterly distributions per share.
|
|
|
|
|
Price
Range
|
|
|
Premium
(Discount)
of High Sales
|
|
|
Premium
(Discount)
of Low Sales
|
|
|
Cash
Distributions
|
|
|
|
NAV
(1)
|
|
|
High
|
|
|
Low
|
|
|
Price
to NAV
(2)
|
|
|
Price
to NAV
(2)
|
|
|
Per Share
(3)
|
|
Fiscal
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second
Quarter (through October [ ], 2013)
|
|
|
*
|
|
|
$
|
[ ]
|
|
|
$
|
[ ]
|
|
|
|
*
|
|
|
|
*
|
|
|
|
*
|
|
First Quarter
|
|
|
*
|
|
|
|
8.75
|
|
|
|
7.65
|
|
|
|
*
|
|
|
|
*
|
|
|
$
|
0.231
|
|
Fiscal
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
Quarter
|
|
$
|
8.01
|
|
|
|
8.10
|
|
|
|
7.48
|
|
|
|
1
|
%
|
|
|
(7
|
)%
|
|
|
0.231
|
|
Third
Quarter
|
|
|
8.00
|
|
|
|
8.04
|
|
|
|
7.30
|
|
|
|
1
|
%
|
|
|
(9
|
)%
|
|
|
0.231
|
|
Second
Quarter
|
|
|
8.03
|
|
|
|
8.50
|
|
|
|
6.68
|
|
|
|
6
|
%
|
|
|
(17
|
)%
|
|
|
0.231
|
|
First
Quarter
|
|
|
8.51
|
|
|
|
8.25
|
|
|
|
7.60
|
|
|
|
(3
|
)%
|
|
|
(11
|
)%
|
|
|
0.231
|
|
Fiscal
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
Quarter
|
|
|
8.59
|
|
|
|
7.76
|
|
|
|
7.09
|
|
|
|
(10
|
)%
|
|
|
(17
|
)%
|
|
|
0.231
|
|
Third
Quarter
|
|
|
8.94
|
|
|
|
8.15
|
|
|
|
6.99
|
|
|
|
(9
|
)%
|
|
|
(22
|
)%
|
|
|
0.231
|
|
Second
Quarter
|
|
|
8.92
|
|
|
|
7.24
|
|
|
|
6.55
|
|
|
|
(19
|
)%
|
|
|
(27
|
)%
|
|
|
0.231
|
|
First
Quarter
|
|
|
9.11
|
|
|
|
8.15
|
|
|
|
6.09
|
|
|
|
(11
|
)%
|
|
|
(33
|
)%
|
|
|
0.225
|
|
(1)
|
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sales prices. The net asset values shown are based on outstanding shares at the end of each period.
|
(2)
|
Calculated as the respective high or low sales price divided by NAV.
|
(3)
|
Represents the cash distribution declared in the specified quarter.
|
*
|
Not determinable at the time of filing.
|
Key Stockholder Considerations
Dilution
Before voting on this proposal or giving
proxies with regard to this matter, stockholders should consider the potentially dilutive effect of the issuance of shares of the
Company’s common stock at a price that is less than the NAV per share and the expenses associated with such issuance on the
NAV per outstanding share of the Company’s common stock. Any sale of common stock at a price below NAV would result in an
immediate dilution to existing common stockholders. This dilution would include reduction in the NAV per share as a result of the
issuance of shares at a price below the NAV per share and a disproportionately greater decrease in a stockholder’s interest
in the earnings and assets of the Company and voting interest in the Company than the increase in the assets of the Company resulting
from such issuance. There will be no limit on the percentage below net asset value per share at which shares may be sold by the
Company under this proposal. The Board of Directors of the Company has considered the potential dilutive effect of the issuance
of shares at a price below the NAV per share and will consider again such dilutive effect when considering whether to authorize
any specific issuance of shares of common stock below NAV.
In addition, stockholders should consider
the risk that the approval of this proposal could cause the market price of the Company’s common stock to decline in anticipation
of sales of its common stock below NAV, thus causing the Company’s shares to trade at a discount to NAV. The 1940 Act establishes
a connection between common share sale price and NAV because, when stock is sold at a sale price below NAV per share, the resulting
increase in the number of outstanding shares reduces net asset value per share. Stockholders should also consider that they will
have no subscription, preferential or preemptive rights to additional shares of the common stock proposed to be authorized for
issuance, and thus any future issuance of common stock will dilute such stockholders’ holdings of common stock as a percentage
of shares outstanding to the extent stockholders do not purchase sufficient shares in the offering or otherwise to maintain their
percentage interest. Further, if current stockholders of the Company do not purchase any shares to maintain their percentage interest,
regardless of whether such offering is above or below the then-current NAV, their voting power will be diluted.
The precise extent of any such dilution
cannot be estimated before the terms of a common stock offering are set. As a general proposition, however, the amount of potential
dilution will increase as the size of the offering increases. Another factor that will influence the amount of dilution in an offering
is the amount of net proceeds that we receive from such offering. The Board of Directors would expect that the net proceeds to
us will be equal to the price that investors pay per share, typically 95% of the market price, less the amount of any underwriting
discounts and commissions.
As discussed above, it should be noted
that the maximum number of shares issuable below NAV in each offering that could result in such dilution is limited to 25% of the
Company’s then outstanding common stock. As a result, the maximum amount of dilution of each offering to existing stockholders
will be limited to no more than approximately 20% of the Company’s then current NAV, assuming the Company were to issue the
maximum number of shares at no more than par value, or $0.01 per share.
Examples of Dilutive Effect of the Issuance
of Shares Below NAV
The following table illustrates the level
of net asset value dilution that would be experienced by a nonparticipating stockholder in three different hypothetical offerings
of different sizes and levels of discount from net asset value per share, although it is not possible to predict the level of market
price decline that may occur. Actual sales prices and discounts may differ from the presentation below.
The examples assume that Company XYZ has
1,000,000 common shares outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value
and net asset value per share are thus $10,000,000 and $10.00, respectively. The table illustrates the dilutive effect on nonparticipating
Stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses
and commission (a 5% discount from net asset value); (2) an offering of 100,000 shares (10% of the outstanding shares) at
$9.00 per share after offering expenses and commissions (a 10% discount from net asset value); (3) an offering of 200,000
shares (20% of the outstanding shares) at $8.00 per share after offering expenses and commissions (a 20% discount from net asset
value); and (4) an offering of 250,000 shares (25% of the outstanding shares) at $0.01 per share after offering expenses and commissions
(a 100% discount from net asset value).
|
|
Prior
to
|
|
|
Example
1
5% Offering
at 5% Discount
|
|
|
Example
2
10% Offering
at 10% Discount
|
|
|
Example
3
20% Offering
at
20% Discount
|
|
|
Example
4
25% Offering
at 100% Discount
|
|
|
|
Sale Below
NAV
|
|
|
Following
Sale
|
|
|
%
Change
|
|
|
Following
Sale
|
|
|
%
Change
|
|
|
Following
Sale
|
|
|
%
Change
|
|
|
Following
Sale
|
|
|
%
Change
|
|
Offering
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price
per Share to the Public
|
|
|
—
|
|
|
$
|
10.00
|
|
|
|
—
|
|
|
$
|
9.47
|
|
|
|
—
|
|
|
$
|
8.42
|
|
|
|
—
|
|
|
$
|
0.01
|
|
|
|
—
|
|
Net
Proceeds per Share to Issuer
|
|
|
—
|
|
|
$
|
9.50
|
|
|
|
—
|
|
|
$
|
9.00
|
|
|
|
—
|
|
|
$
|
8.00
|
|
|
|
—
|
|
|
$
|
0.01
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Shares Outstanding
|
|
|
1,000,000
|
|
|
|
1,050,000
|
|
|
|
5.00
|
%
|
|
|
1,100,000
|
|
|
|
10.00
|
%
|
|
|
1,200,000
|
|
|
|
20.00
|
%
|
|
|
1,250,000
|
|
|
|
25.00
|
%
|
NAV
per Share
|
|
$
|
10.00
|
|
|
$
|
9.98
|
|
|
|
(0.20
|
)%
|
|
$
|
9.91
|
|
|
|
(0.90
|
)%
|
|
$
|
9.67
|
|
|
|
(3.30
|
)%
|
|
$
|
8.00
|
|
|
|
(20.00
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution
to Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
Held by Stockholder A
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
—
|
|
|
|
10,000
|
|
|
|
—
|
|
|
|
10,000
|
|
|
|
—
|
|
|
|
10,000
|
|
|
|
—
|
|
Percentage
Held by Stockholder A
|
|
|
1.00
|
%
|
|
|
0.95
|
%
|
|
|
(4.76
|
)%
|
|
|
0.91
|
%
|
|
|
(9.09
|
)%
|
|
|
0.83
|
%
|
|
|
(16.67
|
)%
|
|
|
0.80
|
%
|
|
|
(20.00
|
)%
|
Total
Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
NAV Held by Stockholder A
|
|
$
|
100,000
|
|
|
$
|
99,800
|
|
|
|
(0.20
|
)%
|
|
$
|
99,100
|
|
|
|
(0.90
|
)%
|
|
$
|
96,700
|
|
|
|
(3.30
|
)%
|
|
$
|
80,020
|
|
|
|
(19.98
|
)%
|
Total
Investment by Stockholder A
(1)
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
|
—
|
|
|
$
|
100,000
|
|
|
|
—
|
|
Total
Dilution to Stockholder A
(2)
|
|
|
—
|
|
|
$
|
(200
|
)
|
|
|
—
|
|
|
$
|
(900
|
)
|
|
|
—
|
|
|
$
|
(3,300
|
)
|
|
|
—
|
|
|
$
|
(19,980
|
)
|
|
|
—
|
|
Per
Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV
per Share held by Stockholder A
|
|
|
—
|
|
|
$
|
9.98
|
|
|
|
—
|
|
|
$
|
9.91
|
|
|
|
—
|
|
|
$
|
9.67
|
|
|
|
—
|
|
|
$
|
8.00
|
|
|
|
—
|
|
Investment
per Share held by Stockholder A
(3)
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
|
—
|
|
|
$
|
10.00
|
|
|
|
—
|
|
|
$
|
10.00
|
|
|
|
—
|
|
|
$
|
10.00
|
|
|
|
—
|
|
Dilution
per Share held by Stockholder A
(4)
|
|
|
—
|
|
|
$
|
(0.02
|
)
|
|
|
—
|
|
|
$
|
(0.09
|
)
|
|
|
—
|
|
|
$
|
(0.33
|
)
|
|
|
—
|
|
|
$
|
(2.00
|
)
|
|
|
—
|
|
Percentage
Dilution to Stockholder A
(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
(0.20
|
)%
|
|
|
—
|
|
|
|
(0.90
|
)%
|
|
|
—
|
|
|
|
(3.30
|
)%
|
|
|
—
|
|
|
|
(19.98
|
)%
|
(1)
|
Assumed to be $10.00 per Share.
|
(2)
|
Represents total NAV less total investment.
|
(3)
|
Assumed to be $10.00 per Share on Shares held prior to sale.
|
(4)
|
Represents NAV per Share less Investment per Share.
|
(5)
|
Represents Dilution per Share divided by Investment per Share.
|
Other Considerations
In reaching its recommendation to the Stockholders
to approve this proposal, the Board of Directors considered a possible source of conflict of interest due to the fact that the
proceeds from the issuance of additional shares of our common stock will increase the management fees that we pay to Full Circle
Advisors as such fees are partially based on the amount of our gross assets. The Board of Directors, including a majority of the
non-interested directors who have no financial interest in this proposal, concluded that the benefits to the stockholders from
increasing our capital base outweighed any detriment from increased management fees, especially considering that the management
fees would increase regardless of whether we offer shares of common stock below NAV or above NAV. The Board also considered the
effect of the following factors:
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the costs and benefits of a common stock offering below
NAV compared to other possible means for raising capital or concluding not to raise capital;
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the size of a common stock offering in relation to
the number of shares outstanding;
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the general condition of the securities markets; and
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any impact on operating expenses associated with an increase in capital.
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Potential Investors
The Company has not yet solicited any potential
buyers of the shares that it may elect to issue in any future offering in order to comply with the federal securities laws. No
shares are earmarked for management or other affiliated persons of the Company. However, members of management and other affiliated
persons may participate in a common stock offering on the same terms as others.
Required Vote.
Approval of this proposal requires the
affirmative vote of (1) a majority of the outstanding voting securities as of the Record Date; and (2) a majority of
the outstanding voting securities as of the Record Date that are not held by affiliated persons of the Company, which includes
directors, officers, employees, and 5% stockholders. For purposes of this proposal, the 1940 Act defines “a majority of the
outstanding voting securities” as: (1) 67% or more of the voting securities present at the Special Meeting if the holders
of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; or (2) 50% of the
outstanding voting securities of the Company, whichever is less. Abstentions will have the effect of a vote against this proposal.
Broker non-votes will have no effect on the Company’s ability to obtain the approval of 67% or more of the voting securities
present at the Special Meeting and would have the same effect as a vote against this proposal if the Company did not obtain the
approval of 67% or more of the voting securities present and instead was seeking to obtain the affirmative vote of 50% of the outstanding
voting securities of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” THE PROPOSAL TO AUTHORIZE THE COMPANY, WITH THE APPROVAL OF ITS BOARD OF DIRECTORS, TO SELL SHARES OF
ITS COMMON STOCK AT A PRICE OR PRICES BELOW THE COMPANY’S THEN CURRENT NET ASSET VALUE PER SHARE IN ONE OR MORE OFFERINGS.
OTHER BUSINESS
The Board of Directors knows of no other
business to be presented for action at the Special Meeting. If any matters do come before the Special Meeting on which action
can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising
the authority conferred by the proxy at the Special Meeting. The submission of a proposal does not guarantee its inclusion in
the Company’s proxy statement or presentation at the Special Meeting unless certain securities law requirements are met.
FINANCIAL STATEMENTS AND OTHER INFORMATION
We will furnish, without charge, a copy
of our most recent annual report and the most recent quarterly report succeeding the annual report, if any, to any stockholder
upon request. Requests should be directed to Michael J. Sell, Corporate Secretary, Full Circle Capital Corporation, 800 Westchester
Ave., Rye Brook, New York 10573. These reports are also available at no cost through the SEC’s EDGAR database available
at
www.sec.gov
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SUBMISSION OF STOCKHOLDER PROPOSALS
The Company expects that the 2015 Annual
Meeting of Stockholders will be held in January 2015, but the exact date, time, and location of such meeting have yet to be determined.
A stockholder who intends to present a proposal at that annual meeting must submit the proposal in writing to the Company at its
address in Rye Brook, and the Company must receive the proposal no later than July 8, 2014, in order for the proposal to be considered
for inclusion in the Company’s proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion
in the Company’s proxy statement or presentation at the meeting.
For any proposal that is not submitted
for inclusion in next year’s proxy statement (as described in the preceding paragraph) but is instead sought to be presented
directly at next year’s annual meeting, SEC rules permit management to vote proxies in its discretion if (a) the Company
receives notice of the proposal before the close of business on September 22, 2014 and advises stockholders in next year’s
proxy statement about the nature of the matter and how management intends to vote on such matter, or (b) does not receive
notice of the proposal prior to the close of business on September 22, 2014.
Notices of intention to present proposals
at the 2015 Annual Meeting of Stockholders should be addressed to Michael J. Sell, Corporate Secretary, Full Circle Capital Corporation,
800 Westchester Ave., Rye Brook, New York 10573. The Company reserves the right to reject, rule out of order, or take other appropriate
action with respect to any proposal that does not comply with these and other applicable requirements.
You are cordially invited to attend
the Special Meeting of stockholders in person. Whether or not you plan to attend the Special Meeting, you are requested to complete,
date, sign and promptly return the accompanying proxy card in the enclosed postage-paid envelope, or to vote by telephone or through
the internet.
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By Order of the Board of Directors
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Michael J. Sell
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Corporate Secretary
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Rye Brook, New York
November [ ], 2013
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
FULL CIRCLE CAPITAL CORPORATION
FOR THE SPECIAL MEETING OF STOCKHOLDERS
JANUARY 17, 2014
The undersigned stockholder of Full Circle Capital Corporation
(the “Company”) acknowledges receipt of the Notice of Special Meeting of Stockholders of the Company and hereby appoints
John E. Stuart and Michael J. Sell, and each of them, and each with full power of substitution, to act as attorneys and proxies
for the undersigned to vote all the shares of common stock of the Company which the undersigned is entitled to vote at the Special
Meeting of Stockholders of the Company to be held at the Company’s corporate headquarters located at 800 Westchester Ave.,
Rye Brook, New York 10573 on January 17, 2014, at 11:00 a.m., Eastern Time, and at all postponements or adjournments thereof, as
indicated on this proxy.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED BY
THE UNDERSIGNED BELOW; where no choice is specified, it will be voted FOR Proposal 1 and in the discretion of the proxies with
respect to matters described in Proposal 2.
Please vote, sign and date this proxy on the reverse side and
return it promptly in the enclosed envelope.
(CONTINUED ON REVERSE SIDE)
SPECIAL MEETING OF STOCKHOLDERS
FULL CIRCLE CAPITAL CORPORATION
JANUARY 17, 2014
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic
voting instruction form.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If you would like to reduce the costs incurred by Full Circle
Capital Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual
reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to
vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically
in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions
up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and
then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage
paid envelope we have provided or return it to Full Circle Capital Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
PLEASE DATE, SIGN AND MAIL YOUR PROXY
CARD
IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE
Please Detach and Mail in the Envelope
Provided
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
PROPOSAL1.
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1. To approve a proposal to authorize Full Circle Capital Corporation, with the approval of its Board of Directors, to sell shares of its common stock at a price or prices below Full Circle Capital Corporation’s then current net asset value per share in one or more offerings, subject to certain conditions as set forth in the proxy statement.
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FOR
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AGAINST
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ABSTAIN
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2. To vote upon such other business as may properly come before the Special Meeting or any postponement or adjournment thereof.
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IMPORTANT: Please sign your names exactly as shown hereon
and date your proxy in the blank provided. For joint accounts, each joint owner should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. If the signer is a corporation or partnership, please
sign in full corporate or partnership name by a duly authorized officer or partner.
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SIGNATURE
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DATE
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SIGNATURE
(IF HELD JOINTLY)
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DATE
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