As
filed with the Securities and Exchange Commission on March 26, 2021
Securities
Act File No. 333-
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
N-2
☒ REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Check
the appropriate box or boxes:
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Pre-Effective
Amendment No.
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Post-Effective
Amendment No.
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TRIPLEPOINT
VENTURE GROWTH BDC CORP.
(Exact
Name of Registrant as Specified in Charter)
2755
Sand Hill Road, Suite 150, Menlo Park, California 94025
(Address of Principal Executive Offices)
(650)
854-2090
(Registrant’s Telephone Number, Including Area Code)
James
P. Labe
Chief Executive Officer and Chairman
2755 Sand Hill Road, Suite 150, Menlo Park, California 94025
(Name and Address of Agent for Service)
COPIES
TO:
Harry
S. Pangas, Esq.
Dechert LLP
1900 K Street NW
Washington, DC 20006
Tel: (202) 261-3300
Fax: (202) 261-3333
Approximate
date of proposed public offering: From time to time after the effective date of this registration statement.
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Check
box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
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Check
box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415
under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment
plan.
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☒
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Check
box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
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Check
box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
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☐
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Check
box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
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It
is proposed that this filing will become effective (check appropriate box):
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when
declared effective pursuant to Section 8(c) of the Securities Act.
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Check
each box that appropriately characterizes the Registrant:
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Registered
Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
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Business
Development Company (closed-end company that intends or has elected to be regulated as a business development company under the
Investment Company Act).
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Interval
Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3
under the Investment Company Act).
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A.2
Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
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Well-Known
Seasoned Issuer (as defined by Rule 405 under the Securities Act).
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Emerging
Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
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If
an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
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New
Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
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CALCULATION
OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Securities Being Registered
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Amount
Being
Registered
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration
Fee(1)
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Common Stock, $0.01 par value per share(2)(3)
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Preferred Stock, $0.01 par value per share(2)
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Subscription Rights(2)
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Warrants(4)
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Debt Securities(5)
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Total(6)
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$
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500,000,000
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$
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54,500
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Common Stock, $0.01 par value per share(7)
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1,794,007
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$
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13.93
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(8)
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$
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24,990,518
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$
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2,727
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Total
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$
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524,990,518
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$
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57,227
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(9)
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(1)
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Estimated
pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities
Act”), solely for the purpose of determining the registration fee. The proposed
maximum offering price per security will be determined, from time to time, by TriplePoint
Venture Growth BDC Corp. (the “Registrant”) in connection with the sale of
the securities registered under this Registration Statement.
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(2)
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Subject
to note 6 below, there is being registered hereunder an indeterminate number of shares
of common stock, preferred stock, or subscription rights as may be sold, from time to
time.
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(3)
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Includes
such indeterminate number of shares of the Registrant’s common stock as may, from
time to time, be issued upon conversion or exchange of other securities registered hereunder,
to the extent any such securities are, by their terms, convertible or exchangeable for
common stock.
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(4)
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Subject
to note 6 below, there is being registered hereunder an indeterminate number of the Registrant’s
warrants as may be sold, from time to time, representing rights to purchase common stock,
preferred stock or debt securities of the Registrant.
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(5)
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Subject
to note 6 below, there is being registered hereunder an indeterminate number of debt
securities of the Registrant as may be sold, from time to time. If any debt securities
of the Registrant are issued at an original issue discount, then the offering price shall
be in such greater principal amount as shall result in an aggregate price to investors
not to exceed $500,000,000.
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(6)
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In
no event will the aggregate offering price of all securities issued from time to time by the Registrant pursuant to this Registration
Statement exceed $500,000,000.
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(7)
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These
shares are being registered for sale by selling stockholders.
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(8)
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Pursuant
to Rule 457(c) of the Securities Act, the proposed maximum aggregate offering price and the amount of the registration fee have
been determined on the basis of the high and low market prices of the Company’s common stock reported on The New York Stock
Exchange on March 25, 2021.
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(9)
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Pursuant
to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward to this
Registration Statement $329.6 million in aggregate offering price of unsold securities
that the Registrant previously registered on its registration statement on Form
N-2 (File No. 333-223924) initially filed on March 26, 2018 (the “Prior Registration
Statement”). Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee
previously paid in connection with such unsold securities will continue to be applied
to such unsold securities. Because the Company is registering an additional $195.4 million
in aggregate offering price of securities hereunder, a filing fee of $21,318 is being
paid herewith. Pursuant to Rule 415(a)(6) under the Securities Act, the offering
of unsold securities under the Prior Registration Statement will be deemed terminated
as of the date of effectiveness of this Registration Statement.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION DATED MARCH 26, 2021
$500,000,000
Common
Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
TriplePoint
Venture Growth BDC Corp. is an externally managed, closed-end, non-diversified management investment company that has elected
to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”).
We have elected to be treated, and intend to qualify annually, as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
We
were formed in 2013 to expand the venture growth stage business segment of TriplePoint Capital LLC’s investment platform.
We refer to TriplePoint Capital LLC as “TPC” or “TriplePoint Capital.” Our investment objective is to
maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation
by lending primarily with warrants to venture growth stage companies focused in technology, life sciences and other high growth
industries backed by TPC’s select group of leading venture capital investors.
Our
investment activities are managed by TriplePoint Advisers LLC, or our “Adviser,” which is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended, and is a subsidiary of TPC.
We
may offer, from time to time, in one or more offerings or series, up to $500,000,000 of our common stock, preferred stock, debt
securities, subscription rights to purchase shares of our common stock, and/or warrants representing rights to purchase shares
of our common stock, preferred stock or debt securities, which we refer to, collectively, as the “securities”. The
preferred stock, debt securities, subscription rights and warrants offered hereby may be convertible or exchangeable into shares
of our common stock. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus.
In addition, this prospectus relates to 1,794,007 shares of our common stock that may be
sold by the selling stockholders identified under “Selling Stockholders” (the “Selling Stockholders”).
You should read this prospectus and the applicable prospectus supplement carefully before you invest in our securities.
In
the event we offer common stock, the net proceeds we receive on a per share basis, before offering expenses, will generally not
be less than the net asset value per share of our common stock at the time we make the offering. However, we may receive net proceeds
on a per share basis, before offering expenses, that are less than our net asset value per share (i) in connection with a rights
offering to our existing stockholders, (ii) with the prior approval of the majority (as defined in the 1940 Act) of our common
stockholders or (iii) under such other circumstances as the Securities and Exchange Commission (the “SEC”) may permit.
The
securities may be offered directly to one or more purchasers, including existing stockholders in a rights offering, or through
agents designated from time to time by us, or to or through underwriters or dealers. Each prospectus supplement relating to an
offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase
price, fee, discount or commissions arrangement between us and our agents or underwriters or among our underwriters or the basis
upon which such amount may be calculated. See “Plan of Distribution”.
Our
common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “TPVG.” The reported closing
price for our common stock on March 25, 2021 was $14.02 per share. Our 5.75% Notes due 2022 (the “2022 Notes”) are
currently listed on the NYSE under the symbol “TPVY”. The reported closing price for the 2022 Notes on March 25, 2021
was $25.30 per unit.
Shares
of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset
value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in an
offering made pursuant to this prospectus or any related prospectus supplement.
Investing
in our securities involves a high degree of risk. You should review carefully the risks
and uncertainties, including the risk of leverage and dilution, described in the section titled “Risk Factors” beginning
on page 4 of this prospectus or otherwise incorporated by reference
herein and included in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses
we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are
incorporated by reference into this prospectus before investing in our securities.
This
prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms
of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these offerings. The accompanying
prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus.
You should carefully read this prospectus, the accompanying prospectus supplement, any related free writing prospectus and the
documents incorporated by reference herein, before investing in our securities and keep them for future reference. We file annual,
quarterly and current reports, proxy statements and other information with the SEC.
The SEC also maintains a website at http://www.sec.gov that contains such information. This information is also available
free of charge by contacting us at 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025, Attention: Investor Relations,
or by calling us collect at (650) 854-2090 or on our website at http://www.tpvg.com. Information contained on our website is not
incorporated by reference into this prospectus or any supplement to this prospectus and you should not consider that information
to be part of this prospectus or any supplement hereto.
Neither
the SEC nor any state securities commission has approved or disapproved of these shares or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
This
prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
The
date of this prospectus is , 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we have filed with the SEC, using the “shelf” registration process.
Under this shelf registration statement, we may offer, from time to time, in one or more offerings, up to $500,000,000 of our
common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock, and/or warrants representing
rights to purchase shares of our common stock, preferred stock or debt securities, on terms to be determined at the time of the
offering. In addition, this prospectus relates to 1,794,007 shares of our common stock that
may be sold by the Selling Stockholders identified under “Selling Stockholders.” We will not receive any proceeds
from the sale of common stock by any of the Selling Stockholders. See “Plan of Distribution” for more
information.
This
prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer
securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We
may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating
to these offerings. In a prospectus supplement or free writing prospectus, we may also add, update, or change any of the information
contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together
with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into
this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering.
Before buying any of the securities being offered, please carefully read this prospectus,
any accompanying prospectus supplement, any free writing prospectus and the documents incorporated by reference in this prospectus
and any accompanying prospectus supplement.
This
prospectus may contain estimates and information concerning our industry, including market size and growth rates of the markets
in which we participate, that are based on industry publications and other third-party reports. This information involves many
assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified
the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate
is subject to a high degree of uncertainty and risk due to a variety of factors, including those described or referenced in the
section titled “Risk Factors,” that could cause results to differ materially from those expressed in these publications
and reports.
This
prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference
is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed or incorporated by reference, or will be filed or incorporated
by reference, as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those
documents as described in the section titled “Available Information.”
You
should rely only on the information included or incorporated by reference in this prospectus, any prospectus supplement or in
any free writing prospectus prepared by us or on our behalf or to which we have referred you. We have not authorized any dealer,
salesperson or other person to provide you with different information or to make representations as to matters not stated in this
prospectus, in any accompanying prospectus supplement or in any free writing prospectus prepared by us or on our behalf or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus,
any accompanying prospectus supplement and any free writing prospectus prepared by us or on our behalf or to which we have referred
you do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction
where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is
unlawful to make such an offer or solicitation. You should not assume that the information included or incorporated by reference
in this prospectus, in any accompanying prospectus supplement or in any such free writing prospectus is accurate as of any date
other than their respective dates. Our financial condition, results of operations and prospects
may have changed since any such date. To the extent required by law, we will amend or supplement the information contained or
incorporated by reference in this prospectus and any accompanying prospectus supplement to reflect any material changes to such
information subsequent to the date of the prospectus and any accompanying prospectus supplement and prior to the completion of
any offering pursuant to the prospectus and any accompanying prospectus supplement.
PROSPECTUS
SUMMARY
This
summary highlights information included elsewhere in this prospectus or incorporated by reference. It is not complete and may
not contain all of the information that you should consider before making your investment decision. You should carefully read
the entire prospectus, the applicable prospectus supplement, and any related free writing prospectus, including the risks of investing
in our securities discussed in the section titled “Risk Factors” in the applicable prospectus supplement and any related
free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus
and the applicable prospectus supplement. Before making your investment decision, you should also carefully read the information
incorporated by reference into this prospectus, including our financial statements and related notes, and the exhibits to the
registration statement of which this prospectus is a part. Any yield information contained or incorporated by reference in this
prospectus related to investments in our investment portfolio is not intended to approximate a return on your investment in us
and does not take into account other aspects of our business, including our operating and other expenses, or other costs incurred
by you in connection with your investment in us.
Except
as otherwise indicated in this prospectus, the terms:
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“we,”
“us” and “our” refer to TriplePoint Venture Growth BDC Corp., a Maryland corporation, and its wholly owned
subsidiaries;
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“Adviser”
refers to TriplePoint Advisers LLC, a Delaware limited liability company, our investment
adviser and a subsidiary of TPC;
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“Administrator”
refers to TriplePoint Administrator LLC, a Delaware limited liability company, our administrator
and a subsidiary of our Adviser;
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“TPC”
and “TriplePoint Capital” refer to TriplePoint Capital LLC, a Delaware limited
liability company; and
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“Financing
Subsidiary” refers to TPVG Variable Funding Company LLC, a Delaware limited liability
company and our wholly owned subsidiary.
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TriplePoint
Venture Growth BDC Corp.
We
are an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business
development company, or “BDC,” under the Investment Company Act of 1940, as amended (the “1940 Act”).
We have also elected to be treated, and intend to qualify annually, as a regulated investment company, or “RIC,” under
Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes.
We
were formed as a Maryland corporation on June 28, 2013 to expand the venture growth stage business segment of TPC’s investment
platform. Our investment objective is to maximize our total return to stockholders primarily in the form of current income and,
to a lesser extent, capital appreciation by lending primarily with warrants to venture growth stage companies focused in technology,
life sciences and other high growth industries backed by TPC’s select group of leading venture capital investors.
We
originate and invest primarily in loans that have a secured collateral position and are generally used by venture growth stage
companies to finance their continued expansion and growth, equipment financings and, on a select basis, revolving loans, together
with, in many cases, attached equity “kickers” in the form of warrant investments, and direct equity investments.
We underwrite our investments seeking an unlevered yield-to-maturity on our growth capital loans and equipment financings generally
ranging from 10% to 18% and on our revolving loans generally ranging from 1% above the applicable prime rate to 10%, in each case,
with potential for higher returns in the event we are able to exercise warrant investments and realize gains or sell our related
equity investments at a profit. We also generally underwrite our secured loans seeking a loan-to-enterprise value of less than
25%.
We
make investments that our Adviser’s senior investment team believes have a low probability of loss due to our expertise
and the revenue profile, product validation, customer commitments, intellectual property, financial condition and enterprise value
of the potential opportunity. We believe these investments provide us with a stable, fixed-income revenue stream along with the
potential for equity-related gains on a risk-adjusted basis. We believe that the venture growth stage debt market presents a compelling
growth channel for us because it has high barriers to entry and is underserved by both traditional lenders and existing debt financing
providers to venture capital-backed companies given the brand, reputation and market acceptance, industry relationships, venture
lending and leasing expertise, specialized skills, track record, and other factors required to lend to companies backed by leading
venture capital investors. Additionally, we believe our investments are distinct compared with the investments made by more traditional
lenders because our investments provide us the ability to invest alongside leading venture capital investors in companies focused
in technology, life sciences and other high growth industries. We also believe that our investments are distinct compared to the
investments made by existing debt financing providers to venture capital backed companies given our primary focus on venture growth
stage companies backed by TPC’s select group of leading venture capital investors.
TriplePoint
Capital
TPC
is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative,
flexible and customized debt financing, equity capital and complementary services throughout their lifespan. TPC is located on
Sand Hill Road in Silicon Valley and has a primary focus in technology, life sciences and other high growth industries. TPC’s
portfolio of venture capital-backed companies included and/or includes widely recognized and industry-leading companies, including,
among others, Facebook, YouTube, AppNexus, Beyond Meat, Chegg, Etsy, Oncomed, Proteolix, Ring Central, Ruckus Wireless, Segway,
Shazam, Splunk, Square, Varonis, and Workday.
TPC’s
global investment platform serves venture capital-backed companies backed by its select group of leading venture capital investors
across all stages of development of a venture capital-backed company’s lifecycle with dedicated business segments focused
on providing creative, flexible and customized debt financings and complementary services at each stage. TPC categorizes venture
capital-backed companies into the following five lifecycle stages of development: seed, early, later, venture growth and public.
TPC has other business segments, in addition to us, that target investments in these lifecycle stages.
TPC
utilizes a unique, relationship-based lending strategy that primarily targets companies funded by a select group of leading venture
capital investors. TPC refers to this approach as the “TriplePoint Lifespan Approach.” Key elements of the TriplePoint
Lifespan Approach include:
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establishing
debt financing relationships with select venture capital-backed companies across all five lifecycle stages of development;
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working
with TPC’s select group of leading venture capital investors to identify debt financing
opportunities within their portfolio companies that TPC believes have established management
teams, strong investor support, large market opportunities, innovative technology or
intellectual property and sufficient cash on hand and equity backing to support a potential
debt financing opportunity on attractive risk-adjusted terms;
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developing
debt financing relationships as early as possible in a venture capital-backed company’s
lifecycle in order to have a real-time understanding of the company’s capital needs
and be in a strategic position to evaluate and capitalize on additional investment opportunities
as the company matures;
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diligently
monitoring the progress and ongoing creditworthiness of a borrower; and
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serving
as a creative, flexible and dependable financing partner with a focus on efficiency,
responsiveness and customer service.
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Senior
Investment Team
Our
Adviser’s senior investment team is led by TPC’s co-founders, James P. Labe and Sajal K. Srivastava, who have more
than 50 years of combined experience in providing debt financing across all stages of a venture capital-backed company’s
lifecycle and have developed long-standing relationships with, and have an established history of investing alongside, premier
venture capital investors as a creative, flexible and dependable financing partner over the long-term. Our Adviser’s co-founders
have worked together for over 20 years and its senior investment team includes professionals with extensive experience and backgrounds
in technology, life sciences and other high-growth industries as well as in venture capital, private equity and credit. Our Adviser’s
senior investment team leverages an extensive network of industry contacts and venture capital relationships.
Our
Adviser
Our
investment activities are managed by our Adviser, which is registered as an investment adviser under the Investment Advisers Act
of 1940, as amended (the “Advisers Act”), and is a wholly owned subsidiary of TPC. Our Adviser is responsible for
sourcing, reviewing and structuring investment opportunities for us, underwriting and performing due diligence on our investments
and monitoring our investment portfolio on an ongoing basis. Our Adviser was organized in August 2013 and, pursuant to an investment
advisory agreement we have entered into with our Adviser (the “Investment Advisory Agreement”) we pay our Adviser
a base management fee and an incentive fee for its services.
Our
Administrator
Our
administrative functions are provided by our Administrator. Our Administrator is responsible for furnishing us with office facilities
and equipment and provides us with clerical, bookkeeping, recordkeeping and other administrative services at such facilities.
In February 2014, we entered into an administration agreement with our Administrator (the “Administration Agreement”)
under which we pay our Administrator an amount equal to our allocable portion (subject to the review of our board of directors
(the “Board”)) of our Administrator’s overhead resulting from its obligations under the Administration Agreement,
including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective
staffs.
FEES
AND EXPENSES
Information,
as of December 31, 2020, about the fees and expenses that an investor in our common stock will bear directly or indirectly can
be found under “Item 9B. Other Information” of our most recent Annual Report
on Form 10-K, which is incorporated by reference into this prospectus.
FINANCIAL
HIGHLIGHTS
The
information in Note 8 to our audited consolidated financial statements appearing in our
most recent Annual Report on Form 10-K is incorporated by reference herein.
SELECTED
FINANCIAL AND OTHER INFORMATION
The
information in “Item 6. Selected Financial Data” of our most recent Annual
Report on Form 10-K is incorporated by reference herein.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider
the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement
and any related free writing prospectus, and discussed in the section titled “Risk Factors” in our most recent Annual
Report on Form 10-K and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus,
together with other information in this prospectus, the documents incorporated by reference, and any free writing prospectus that
we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face.
Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important
factors that adversely affect our business. Past financial performance may not be a reliable indicator of future performance,
and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs,
our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed.
This could cause our net asset value and the trading price of our securities to decline, resulting in a loss of all or part of
your investment. Please also read carefully the section titled “Cautionary Statement Regarding Forward-Looking Statements.”
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
information in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”
of our most recent Annual Report on Form 10-K is incorporated by reference herein.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement
or free writing prospectus, including the documents we incorporate by reference therein, may contain forward-looking statements,
including statements regarding our future financial condition, business strategy, and plans and objectives of management for future
operations. All statements other than statements of historical facts, including statements regarding our future results of operations
or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements.
The forward-looking statements contained or incorporated by reference in this prospectus and any applicable prospectus supplement
or free writing prospectus may include statements as to:
|
●
|
our
and our portfolio companies’ future operating results and financial condition,
including the ability of us and our portfolio companies to achieve our respective objectives;
|
|
●
|
our
business prospects and the prospects of our portfolio companies;
|
|
●
|
our
relationships with third parties, including but not limited to lenders and venture capital
investors, including other investors in our portfolio companies;
|
|
●
|
the
impact and timing of our unfunded commitments;
|
|
●
|
the
expected market for venture capital investments;
|
|
●
|
the
performance of our existing portfolio and other investments that we may make in the future;
|
|
●
|
the
impact of investments that we expect to make;
|
|
●
|
actual
and potential conflicts of interest with TPC, the Adviser and its senior investment team
and Investment Committee;
|
|
●
|
our
contractual arrangements and relationships with third parties;
|
|
●
|
the
dependence of our future success on the U.S. and global economies, including with respect
to the industries in which we invest;
|
|
●
|
our
expected financings and investments;
|
|
●
|
the
ability of our Adviser to attract, retain and have access to highly talented professionals,
including our Adviser’s senior management team;
|
|
●
|
our
ability to qualify and maintain our qualification as a RIC and as a BDC;
|
|
●
|
the
adequacy of our available liquidity, cash resources and working capital and compliance
with covenants under our borrowing arrangements; and
|
|
●
|
the
timing of cash flows, if any, from the operations of our portfolio companies.
|
In
some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,”
“contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,”
“target,” “will,” or “would” or the negative of these words or other similar terms or expressions,
although not all forward-looking statements include these words or expressions. The forward-looking statements contained or incorporated
by reference in this prospectus and any applicable prospectus supplement or free writing prospectus involve risks and uncertainties.
These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of
which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed
or forecasted in the forward-looking statements, including without limitation:
|
●
|
changes
in laws and regulations, changes in political, economic or industry conditions, and changes
in the interest rate environment or other conditions affecting the financial and capital
markets, including with respect to changes resulting from or in response to, or potentially
even the absence of changes as a result of, the impact of the COVID-19 pandemic;
|
|
●
|
the
length and duration of the COVID-19 outbreak in the United States as well as worldwide,
and the magnitude of its impact and time required for economic recovery, including with
respect to the impact of travel restrictions and other isolation and quarantine measures
on the ability of the Adviser’s investment professionals to conduct in-person diligence
on, and otherwise monitor, existing and future investments;
|
|
●
|
an
economic downturn and the time period required for robust economic recovery therefrom,
including the current economic downturn as a result of the impact of the COVID-19 pandemic,
which has already generally had a material impact on our portfolio companies’ results
of operations and financial condition and will likely continue to have a material impact
on our portfolio companies’ results of operations and financial condition, for
its duration, which could lead to the loss of some or all of our investments in such
portfolio companies and have a material adverse effect on our results of operations and
financial condition;
|
|
●
|
a
contraction of available credit, an inability or unwillingness of our lenders to fund
their commitments to us and/or an inability to access capital markets or additional sources
of liquidity, including as a result of the impact and duration of the COVID-19 pandemic,
could have a material adverse effect on our results of operations and financial condition
and impair our lending and investment activities;
|
|
●
|
interest
rate volatility could adversely affect our results, particularly given that we use leverage
as part of our investment strategy;
|
|
●
|
currency
fluctuations could adversely affect the results of our investments in foreign companies,
particularly to the extent that we receive payments denominated in foreign currency rather
than U.S. dollars;
|
|
●
|
risks
associated with possible disruption in our or our portfolio companies’ operations
due to wars and other forms of conflict, terrorist acts, security operations and catastrophic
events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics;
and
|
|
●
|
the
risks, uncertainties and other factors we identify in “Risk Factors” in our
most recent Annual Report on Form 10-K, in our other filings with the SEC that we make
from time to time and elsewhere contained or incorporated by reference in this prospectus
and any applicable prospectus supplement or free writing prospectus.
|
We
have based the forward-looking statements included in this prospectus and will base the forward-looking statements included in
any accompanying prospectus supplement on information available to us on the date of this prospectus and any accompanying prospectus
supplement, as appropriate, and we assume no obligation to update any such forward-looking statements, except as required by law.
These statements are inherently uncertain and
investors are cautioned not to unduly rely on these statements. Although we undertake no
obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise,
you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future
may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K.
USE
OF PROCEEDS
Unless
otherwise specified in a prospectus supplement or in any free writing prospectus we have authorized for use in connection with
a specific offering, we intend to use any net proceeds we receive from the sale of securities pursuant to this prospectus for
general corporate purposes, which includes making new investments in accordance with our investment objective and strategies,
paying operating expenses, including advisory and administrative fees and expenses and reducing
the amount of any of our outstanding borrowings, and other expenses such as the due diligence expenses associated with
potential new investments.
We
anticipate that substantially all of the net proceeds of an offering of securities pursuant to this prospectus and a related prospectus
supplement will be used for the above purposes within three months of any such offering, depending on the availability of appropriate
investment opportunities consistent with our investment objective, but no longer than within six months of any such offerings.
Pending
any new investments we may make or the payment of expenses described above, we intend to invest any net proceeds from an offering
primarily in cash, cash equivalents, U.S. government securities and other high-quality investment grade investments that mature
in one year or less from the date of investment. The income we earn on such temporary investments will generally be significantly
less than what we would expect to receive from investments in the types of investments we intend to target. Our
ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full
investment, are held in interest-bearing deposits or other short-term instruments. The prospectus supplement relating to an offering
will more fully identify the use of proceeds from any offering.
We
will not receive any proceeds from any sale of common stock by any of the Selling Stockholders.
PRICE
RANGE OF COMMON STOCK
The
information in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities” of our most recent Annual Report on Form 10-K is incorporated
by reference herein.
SENIOR
SECURITIES
Information
about our senior securities as of each of the years ended December 31, 2020, 2019, 2018, 2017, 2016, 2015 and 2014 can be found
under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity
and Capital Resources – Senior Securities” of our most recent Annual Report
on Form 10-K, which is incorporated by reference into this prospectus. The report of Deloitte & Touche, LLP, an
independent registered public accounting firm, on the Senior Securities table as of December 31, 2020, has been incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part.
BUSINESS
The information in “Item 1.
Business” of our most recent Annual Report on Form 10-K is incorporated by reference
herein.
PORTFOLIO
COMPANIES
The
following table sets forth certain information for each company in our investment portfolio as of December 31, 2020 (dollars
in thousands). As of December 31, 2020, we do not “control” any of our portfolio companies, as defined in the 1940
Act. In addition, as of December 31, 2020, we were not deemed to be an “affiliate,” as defined in the 1940 Act, of
any of our portfolio companies. In general, under the 1940 Act, we would “control” a company if we owned more than
25% of its voting securities and would be an “affiliate” of a company if we owned 5% or more of its voting securities.
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition Date(12)
|
|
|
Outstanding Principal
|
|
|
Cost(6)
|
|
|
Fair Value
|
|
|
Maturity Date
|
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings and Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Knotel, Inc.(7)
33 W. 17th Street, 2nd Floor
New York, NY 10011
|
|
Growth Capital Loan (Prime + 4.25% interest rate, 9.50% floor, 9.00% EOT payment)
|
|
|
2/28/2019
|
|
|
$
|
8,855
|
|
|
$
|
9,195
|
|
|
$
|
4,500
|
|
|
8/31/2022
|
|
|
Growth Capital Loan (Prime + 4.25% interest rate, 9.50% floor, 9.00% EOT payment)
|
|
|
3/25/2019
|
|
|
|
5,903
|
|
|
|
6,113
|
|
|
|
3,000
|
|
|
9/30/2022
|
|
|
Growth Capital Loan (Prime + 4.25% interest rate, 9.50% floor, 9.00% EOT payment)
|
|
|
4/18/2019
|
|
|
|
8,855
|
|
|
|
9,145
|
|
|
|
4,500
|
|
|
10/31/2022
|
|
|
Growth Capital Loan (Prime + 4.25% interest rate, 9.50% floor, 9.00% EOT payment)
|
|
|
9/30/2019
|
|
|
|
5,903
|
|
|
|
6,006
|
|
|
|
3,000
|
|
|
3/31/2023
|
Total Buildings and Property - 3.75%*
|
|
|
|
|
|
|
|
|
29,516
|
|
|
|
30,459
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Applications Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Envoy, Inc.
410 Townsend St., Suite 410
San Francisco, CA 94107
|
|
Growth Capital Loan (Prime + 6.75% interest rate, 10.00% floor, 6.25% EOT payment)
|
|
|
5/22/2020
|
|
|
|
1,000
|
|
|
|
993
|
|
|
|
993
|
|
|
5/31/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hi.Q, Inc.
2513 Charleston Road, Suite 102
Mountain View, CA 94043
|
|
Growth Capital Loan (11.00% interest rate, 2.00% EOT payment)
|
|
|
12/17/2018
|
|
|
|
13,250
|
|
|
|
13,196
|
|
|
|
13,196
|
|
|
6/30/2023
|
|
|
Growth Capital Loan (Prime + 7.50% interest rate, 10.75% floor, 1.00% EOT payment)(2)
|
|
|
12/31/2020
|
|
|
|
6,868
|
|
|
|
6,823
|
|
|
|
6,823
|
|
|
8/31/2025
|
|
|
|
|
|
|
|
|
|
20,118
|
|
|
|
20,019
|
|
|
|
20,019
|
|
|
|
OneSource Virtual, Inc.
9001 Cypress Waters Blvd
Dallas, TX 75063
|
|
Growth Capital Loan (Prime + 5.25% interest rate, 10.00% floor, 2.00% EOT payment)
|
|
|
6/29/2018
|
|
|
|
6,302
|
|
|
|
6,600
|
|
|
|
6,622
|
|
|
6/30/2022
|
|
|
Growth Capital Loan (Prime + 5.25% interest rate, 10.00% floor, 2.00% EOT payment)
|
|
|
11/5/2019
|
|
|
|
4,881
|
|
|
|
4,911
|
|
|
|
4,941
|
|
|
11/30/2023
|
|
|
Growth Capital Loan (Prime + 5.25% interest rate, 10.00% floor, 2.00% EOT payment)
|
|
|
1/31/2020
|
|
|
|
3,000
|
|
|
|
3,017
|
|
|
|
3,037
|
|
|
1/31/2024
|
|
|
|
|
|
|
|
|
|
14,183
|
|
|
|
14,528
|
|
|
|
14,600
|
|
|
|
Passport Labs, Inc.
128 South Tryon Street, #220
Charlotte, NC 28202
|
|
Growth Capital Loan (9.75% interest rate, 5.25% EOT payment)
|
|
|
10/11/2018
|
|
|
|
19,000
|
|
|
|
19,175
|
|
|
|
18,975
|
|
|
8/31/2023
|
|
|
Growth Capital Loan (10.25% interest rate, 5.25% EOT payment)
|
|
|
5/15/2019
|
|
|
|
6,000
|
|
|
|
5,998
|
|
|
|
5,925
|
|
|
3/31/2024
|
|
|
Growth Capital Loan (11.00% interest rate, 8.00% EOT payment)
|
|
|
5/15/2019
|
|
|
|
5,000
|
|
|
|
5,033
|
|
|
|
4,970
|
|
|
5/31/2024
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
30,206
|
|
|
|
29,870
|
|
|
|
Quantcast Corporation
795 Folsom Street
San Francisco, CA 94017
|
|
Growth Capital Loan (Prime + 6.25% interest rate, 10.50% floor, 6.00% EOT payment)
|
|
|
3/12/2018
|
|
|
|
2,063
|
|
|
|
2,919
|
|
|
|
2,921
|
|
|
3/31/2021
|
Total Business Applications Software - 17.08%*
|
|
|
|
|
|
|
|
|
67,364
|
|
|
|
68,665
|
|
|
|
68,403
|
|
|
|
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition Date(12)
|
|
|
Outstanding Principal
|
|
|
Cost(6)
|
|
|
Fair Value
|
|
|
Maturity Date
|
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfix, Inc.
487 7th Avenue, 19th Floor
New York, NY 10018
|
|
Growth Capital Loan (Prime + 5.00% interest rate, 10.50% floor, 2.00% EOT payment)
|
|
|
12/23/2019
|
|
|
|
10,000
|
|
|
|
9,993
|
|
|
|
9,993
|
|
|
12/31/2021
|
Total Commercial Services - 2.50%*
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
9,993
|
|
|
|
9,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activehours, Inc.
200 Portage Ave.
Palo Alto, CA 94306
|
|
Growth Capital Loan (11.75% interest rate, 5.50% EOT payment)(2)
|
|
|
10/8/2020
|
|
|
|
6,000
|
|
|
|
5,891
|
|
|
|
5,891
|
|
|
10/31/2023
|
Total Consumer Finance - 1.47%*
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
5,891
|
|
|
|
5,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Non-Durables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imperfect Foods, Inc.
1616 Donner Ave
San Francisco, CA 94124
|
|
Growth Capital Loan (Prime + 6.50% interest rate, 9.75% floor, 3.50% EOT payment)
|
|
|
9/30/2020
|
|
|
|
19,000
|
|
|
|
18,799
|
|
|
|
18,799
|
|
|
9/30/2024
|
Total Consumer Non-Durables - 4.69%*
|
|
|
|
|
|
|
|
|
19,000
|
|
|
|
18,799
|
|
|
|
18,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Products and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clutter Inc.
3526 Hayden Avenue
Culver City, CA 90232
|
|
Growth Capital Loan (9.25% interest rate, 6.00% EOT payment)(2)
|
|
|
12/23/2020
|
|
|
|
3,000
|
|
|
|
2,916
|
|
|
|
2,916
|
|
|
12/31/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outdoor Voices, Inc.
1637 E 2nd Street
Austin, TX 78702
|
|
Growth Capital Loan (Prime + 5.00% interest rate, 10.25% floor, 9.75% EOT payment)
|
|
|
2/26/2019
|
|
|
|
4,000
|
|
|
|
4,160
|
|
|
|
4,160
|
|
|
2/28/2022
|
|
|
Growth Capital Loan (Prime + 5.00% interest rate, 10.25% floor, 9.75% EOT payment)
|
|
|
4/4/2019
|
|
|
|
6,000
|
|
|
|
6,202
|
|
|
|
6,202
|
|
|
4/30/2022
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
10,362
|
|
|
|
10,362
|
|
|
|
Quip NYC, Inc.
45 Main Street
Brooklyn, NY 11201
|
|
Growth Capital Loan (Prime + 6.75% interest rate, 12.00% floor, 6.25% EOT payment)
|
|
|
4/16/2019
|
|
|
|
10,000
|
|
|
|
10,178
|
|
|
|
10,232
|
|
|
4/30/2022
|
|
|
Growth Capital Loan (Prime + 6.75% interest rate, 12.00% floor, 6.25% EOT payment)
|
|
|
6/26/2019
|
|
|
|
5,000
|
|
|
|
5,062
|
|
|
|
5,092
|
|
|
6/30/2022
|
|
|
Growth Capital Loan (Prime + 6.75% interest rate, 12.00% floor, 6.25% EOT payment)
|
|
|
6/26/2019
|
|
|
|
5,000
|
|
|
|
5,062
|
|
|
|
5,092
|
|
|
6/30/2022
|
|
|
Growth Capital Loan (Prime + 6.75% interest rate, 12.00% floor, 6.25% EOT payment)
|
|
|
9/26/2019
|
|
|
|
5,000
|
|
|
|
5,025
|
|
|
|
5,059
|
|
|
9/30/2022
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,327
|
|
|
|
25,475
|
|
|
|
Total Consumer Products and Services - 9.68%*
|
|
|
|
|
|
|
|
|
38,000
|
|
|
|
38,605
|
|
|
|
38,753
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savage X, Inc.
800 Apollo Street
El Segundo, CA 90245
|
|
Growth Capital Loan (Prime + 2.75% interest rate, 7.50% floor, 3.50% EOT payment)
|
|
|
4/15/2020
|
|
|
|
1,000
|
|
|
|
1,016
|
|
|
|
1,018
|
|
|
4/30/2021
|
Total Consumer Retail - 0.25%*
|
|
|
|
|
|
|
|
|
1,000
|
|
|
|
1,016
|
|
|
|
1,018
|
|
|
|
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition Date(12)
|
|
|
Outstanding Principal
|
|
|
Cost(6)
|
|
|
Fair Value
|
|
|
Maturity Date
|
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Commerce - Clothing and Accessories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minted, Inc.
747 Front Street, Suite 200
San Francisco, CA 94111
|
|
Growth Capital Loan (Prime + 7.00% interest rate, 10.25% floor, 5.95% EOT payment)
|
|
|
9/30/2020
|
|
|
|
15,000
|
|
|
|
14,533
|
|
|
|
14,533
|
|
|
3/31/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outfittery GMBH(1)(3)
Leuschnerdamm 31
10999 Berlin. Germany
|
|
Growth Capital Loan (Prime + 8.25% interest rate, 13.75% floor, 11.00% EOT payment)(2)
|
|
|
8/11/2017
|
|
|
|
6,180
|
|
|
|
6,443
|
|
|
|
6,587
|
|
|
8/31/2022
|
|
|
Growth Capital Loan (12.00% interest rate, 9.00% EOT payment)(2)
|
|
|
6/7/2018
|
|
|
|
1,511
|
|
|
|
1,661
|
|
|
|
1,722
|
|
|
6/30/2021
|
|
|
Growth Capital Loan (12.75% interest rate, 9.00% EOT payment)(2)
|
|
|
12/28/2018
|
|
|
|
1,987
|
|
|
|
2,053
|
|
|
|
2,183
|
|
|
12/31/2021
|
|
|
Growth Capital Loan (Prime + 7.25% interest rate, 12.75% floor, 9.00% EOT payment)(2)
|
|
|
8/7/2019
|
|
|
|
3,947
|
|
|
|
3,983
|
|
|
|
4,287
|
|
|
8/31/2022
|
|
|
Growth Capital Loan (Prime + 7.25% interest rate, 12.75% floor, 9.00% EOT payment)(2)
|
|
|
9/23/2019
|
|
|
|
3,305
|
|
|
|
3,226
|
|
|
|
3,552
|
|
|
9/30/2022
|
|
|
Growth Capital Loan (Prime + 7.25% interest rate, 12.75% floor, 9.00% EOT payment)(2)
|
|
|
7/27/2020
|
|
|
|
1,166
|
|
|
|
1,103
|
|
|
|
1,137
|
|
|
7/31/2023
|
|
|
Revolver (11.00% interest rate, 2.00% EOT payment)(2)
|
|
|
3/5/2020
|
|
|
|
3,298
|
|
|
|
3,364
|
|
|
|
3,753
|
|
|
12/31/2020
|
|
|
|
|
|
|
|
|
|
21,394
|
|
|
|
21,833
|
|
|
|
23,221
|
|
|
|
TFG Holding, Inc.
800 Apollo Street
El Segundo, CA 90245
|
|
Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.50% EOT payment)(2)
|
|
|
12/4/2020
|
|
|
|
10,500
|
|
|
|
10,151
|
|
|
|
10,151
|
|
|
12/31/2023
|
Total E-Commerce - Clothing and Accessories - 11.96%*
|
|
|
|
|
|
|
|
|
46,894
|
|
|
|
46,517
|
|
|
|
47,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Commerce - Personal Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grove Collaborative, Inc.
1462 Pine Street
San Francisco, CA 94109
|
|
Growth Capital Loan (Prime + 2.25% interest rate, 7.75% floor, 4.75% EOT payment)(2)
|
|
|
1/31/2020
|
|
|
|
8,250
|
|
|
|
8,498
|
|
|
|
8,498
|
|
|
4/30/2021
|
|
|
Growth Capital Loan (Prime + 2.25% interest rate, 7.75% floor, 4.75% EOT payment)(2)
|
|
|
1/31/2020
|
|
|
|
2,667
|
|
|
|
2,747
|
|
|
|
2,747
|
|
|
4/30/2021
|
Total E-Commerce - Personal Goods - 2.81%*
|
|
|
|
|
|
|
|
|
10,917
|
|
|
|
11,245
|
|
|
|
11,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mind Candy Limited(1)(3)
4th Floor, Bonhill Building, 15 Bonhill Street
London, United Kingdom
|
|
Growth Capital Loan (12.00% PIK interest rate, 9.50% EOT payment)
|
|
|
6/25/2014
|
|
|
|
14,320
|
|
|
|
14,219
|
|
|
|
14,033
|
|
|
6/30/2022
|
|
|
Growth Capital Loan (9.00% PIK interest rate)(2)
|
|
|
3/17/2020
|
|
|
|
1,075
|
|
|
|
1,075
|
|
|
|
1,053
|
|
|
3/31/2023
|
|
|
Growth Capital Loan (9.00% PIK interest rate)(2)
|
|
|
12/21/2020
|
|
|
|
1,003
|
|
|
|
1,003
|
|
|
|
976
|
|
|
12/31/2023
|
|
|
|
|
|
|
|
|
|
16,398
|
|
|
|
16,297
|
|
|
|
16,062
|
|
|
|
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition Date(12)
|
|
|
Outstanding Principal
|
|
|
Cost(6)
|
|
|
Fair Value
|
|
|
Maturity Date
|
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roli, Ltd.(1)(3)(7)
2 Glebe Road
London, E8 4BD
|
|
Growth Capital Loan (11.00% PIK interest rate, 9.50% EOT payment)(2)
|
|
|
5/23/2018
|
|
|
|
10,732
|
|
|
|
10,767
|
|
|
|
7,823
|
|
|
5/31/2021
|
|
|
Growth Capital Loan (11.00% PIK interest rate, 9.50% EOT payment)(2)
|
|
|
5/23/2018
|
|
|
|
1,342
|
|
|
|
1,346
|
|
|
|
978
|
|
|
5/31/2021
|
|
|
Growth Capital Loan (11.25% PIK interest rate, 9.50% EOT payment)(2)
|
|
|
7/16/2018
|
|
|
|
1,325
|
|
|
|
1,317
|
|
|
|
969
|
|
|
7/31/2021
|
|
|
Revolver (8.75% PIK interest rate, 4.00% EOT payment)(2)
|
|
|
7/5/2018
|
|
|
|
129
|
|
|
|
129
|
|
|
|
95
|
|
|
10/31/2020
|
|
|
Revolver (9.75% PIK interest rate, 4.00% EOT payment)(2)
|
|
|
7/5/2018
|
|
|
|
1,898
|
|
|
|
1,898
|
|
|
|
1,401
|
|
|
10/31/2020
|
|
|
Revolver (9.75% PIK interest rate, 4.00% EOT payment)(2)
|
|
|
9/27/2018
|
|
|
|
4,556
|
|
|
|
4,556
|
|
|
|
3,378
|
|
|
10/31/2020
|
|
|
Growth Capital Loan (10.00% PIK interest rate, 10.00% EOT payment)(2)
|
|
|
6/5/2019
|
|
|
|
1,283
|
|
|
|
1,340
|
|
|
|
1,025
|
|
|
10/31/2020
|
|
|
Growth Capital Loan (10.00% PIK interest rate, 20.00% EOT payment)(2)
|
|
|
7/9/2019
|
|
|
|
627
|
|
|
|
627
|
|
|
|
487
|
|
|
10/31/2020
|
|
|
Growth Capital Loan (10.00% PIK interest rate, 20.00% EOT payment)(2)
|
|
|
8/28/2019
|
|
|
|
538
|
|
|
|
538
|
|
|
|
429
|
|
|
10/31/2020
|
|
|
Growth Capital Loan (10.00% PIK interest rate)(2)
|
|
|
10/24/2019
|
|
|
|
4,925
|
|
|
|
4,925
|
|
|
|
3,696
|
|
|
10/31/2020
|
|
|
Growth Capital Loan (10.00% PIK interest rate)(2)
|
|
|
4/23/2020
|
|
|
|
1,390
|
|
|
|
1,390
|
|
|
|
1,097
|
|
|
7/31/2020
|
|
|
Convertible Note (8.00% interest rate)(2)
|
|
|
7/15/2020
|
|
|
|
2,525
|
|
|
|
2,525
|
|
|
|
-
|
|
|
7/15/2023
|
|
|
|
|
|
|
|
|
|
31,270
|
|
|
|
31,358
|
|
|
|
21,378
|
|
|
|
Total Entertainment - 9.35%*
|
|
|
|
|
|
|
|
|
47,668
|
|
|
|
47,655
|
|
|
|
37,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Institution and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prodigy Finance Limited(1)(3)
25 Fouberts Place
London W1F 7Qf, United Kingdom
|
|
Growth Capital Loan (8.00% PIK interest rate)
|
|
|
12/31/2020
|
|
|
|
36,237
|
|
|
|
35,104
|
|
|
|
34,859
|
|
|
12/1/2023
|
Total Financial Institution and Services - 8.71%*
|
|
|
|
|
|
|
|
|
36,237
|
|
|
|
35,104
|
|
|
|
34,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food & Drug
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capsule Corporation
113 W 25th Street
New York, NY 10001
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 13.00% floor, 13.00% EOT payment)(2)
|
|
|
12/30/2020
|
|
|
|
15,000
|
|
|
|
14,542
|
|
|
|
14,542
|
|
|
12/31/2024
|
Total Food & Drug - 3.63%*
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
14,542
|
|
|
|
14,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare Technology Systems
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medly Health Inc.
104 Graham Ave
Brooklyn, NY 11206
|
|
Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.75% EOT payment)
|
|
|
12/11/2020
|
|
|
|
5,000
|
|
|
|
4,811
|
|
|
|
4,811
|
|
|
12/31/2023
|
|
|
Growth Capital Loan (Prime + 8.75% interest rate, 12.00% floor, 7.75% EOT payment)
|
|
|
12/11/2020
|
|
|
|
5,000
|
|
|
|
4,811
|
|
|
|
4,811
|
|
|
12/31/2023
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
9,622
|
|
|
|
9,622
|
|
|
|
Nurx Inc.
548 Market Street, Ste 94061
San Francisco, CA 94104
|
|
Growth Capital Loan (Prime + 4.50% interest rate, 10.00% floor, 7.75% EOT payment)
|
|
|
11/5/2019
|
|
|
|
19,526
|
|
|
|
19,785
|
|
|
|
19,785
|
|
|
11/30/2023
|
|
|
Growth Capital Loan (11.00% interest rate, 9.00% EOT payment)(2)
|
|
|
12/31/2020
|
|
|
|
10,000
|
|
|
|
9,847
|
|
|
|
9,847
|
|
|
12/31/2025
|
|
|
|
|
|
|
|
|
|
29,526
|
|
|
|
29,632
|
|
|
|
29,632
|
|
|
|
Total Healthcare Technology Systems - 9.80%*
|
|
|
|
|
|
|
|
|
39,526
|
|
|
|
39,254
|
|
|
|
39,254
|
|
|
|
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition
Date(12)
|
|
|
Outstanding
Principal
|
|
|
Cost(6)
|
|
|
Fair Value
|
|
|
Maturity Date
|
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Household & Office Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casper Sleep Inc.
230 Park Avenue South, 13th Floor
New
York, NY 10003
|
|
Growth Capital Loan (Prime + 7.25% interest rate, 12.50% floor,
7.50% EOT payment)
|
|
|
8/9/2019
|
|
|
|
15,000
|
|
|
|
15,093
|
|
|
|
15,093
|
|
|
8/31/2023
|
|
|
Growth Capital Loan (Prime + 6.00% interest
rate, 11.25% floor, 6.25% EOT payment)
|
|
|
11/1/2019
|
|
|
|
15,000
|
|
|
|
15,117
|
|
|
|
15,117
|
|
|
10/31/2022
|
Total Household &
Office Goods - 7.54%*
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
30,210
|
|
|
|
30,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multimedia and Design Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pencil and Pixel, Inc.
340 Brannan Street
San Francisco,
CA 94107
|
|
Growth Capital Loan (10.00% interest rate, 6.50% EOT payment)
|
|
|
3/20/2020
|
|
|
|
10,000
|
|
|
|
9,999
|
|
|
|
9,999
|
|
|
3/31/2023
|
|
|
Growth Capital Loan (9.75% interest rate,
4.25% EOT payment)(2)
|
|
|
12/31/2020
|
|
|
|
5,000
|
|
|
|
4,884
|
|
|
|
4,884
|
|
|
12/31/2023
|
Total Multimedia and Design
Software - 3.72%*
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
14,883
|
|
|
|
14,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Systems Management Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signifyd, Inc.
2540 N. First Street, Suite 300
San Jose,
CA 95131
|
|
Growth Capital Loan (Prime + 7.00% interest rate, 12.25% floor,
8.75% EOT payment)
|
|
|
4/8/2020
|
|
|
|
6,000
|
|
|
|
5,970
|
|
|
|
5,970
|
|
|
10/31/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtual Instruments Corporation
25 Metro Drive
San Jose, CA 95110
|
|
Growth Capital Loan (10.00% interest rate)
|
|
|
4/4/2016
|
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
4,971
|
|
|
4/4/2021
|
|
|
Growth Capital Loan (5.00% PIK interest rate)
|
|
|
8/7/2018
|
|
|
|
31,967
|
|
|
|
31,967
|
|
|
|
27,802
|
|
|
4/4/2022
|
|
|
|
|
|
|
|
|
|
36,967
|
|
|
|
36,967
|
|
|
|
32,773
|
|
|
|
Total Network Systems
Management Software - 9.68%*
|
|
|
|
|
|
|
|
|
42,967
|
|
|
|
42,937
|
|
|
|
38,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upgrade, Inc.
275 Battery Street, 23rd Floor
San Francisco,
CA 94111
|
|
Growth Capital Loan (9.50% interest rate, 8.50% EOT payment)
|
|
|
1/18/2019
|
|
|
|
6,000
|
|
|
|
6,217
|
|
|
|
6,500
|
|
|
1/31/2023
|
|
|
Growth Capital Loan (11.00% interest rate, 8.50% EOT payment)
|
|
|
1/18/2019
|
|
|
|
1,522
|
|
|
|
1,574
|
|
|
|
1,649
|
|
|
1/31/2023
|
|
|
Growth Capital Loan (9.25% interest rate, 6.50% EOT payment)
|
|
|
1/18/2019
|
|
|
|
6,391
|
|
|
|
6,785
|
|
|
|
6,792
|
|
|
1/31/2021
|
|
|
Growth Capital Loan (9.50% interest rate,
6.25% EOT payment)
|
|
|
3/1/2019
|
|
|
|
3,694
|
|
|
|
3,942
|
|
|
|
4,064
|
|
|
2/28/2022
|
Total Other Financial
Services - 4.75%*
|
|
|
|
|
|
|
|
|
17,607
|
|
|
|
18,518
|
|
|
|
19,005
|
|
|
|
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition
Date(12)
|
|
|
Outstanding
Principal
|
|
|
Cost(6)
|
|
|
Fair Value
|
|
|
Maturity Date
|
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sonder USA, Inc.
101 15th Street
San Francisco, CA 94103
|
|
Growth Capital Loan (Prime + 5.75% interest rate, 10.50% floor,
5.25% EOT payment)
|
|
|
12/28/2018
|
|
|
|
15,397
|
|
|
|
15,965
|
|
|
|
15,866
|
|
|
6/30/2022
|
|
|
Growth Capital Loan (Prime + 5.75% interest rate, 10.25% floor,
4.75% EOT payment)
|
|
|
3/6/2020
|
|
|
|
5,000
|
|
|
|
5,003
|
|
|
|
4,932
|
|
|
3/31/2024
|
|
|
Growth Capital Loan (Prime + 5.75% interest
rate, 10.25% floor, 4.75% EOT payment)
|
|
|
3/6/2020
|
|
|
|
2,000
|
|
|
|
1,992
|
|
|
|
1,964
|
|
|
3/31/2024
|
Total Real Estate Services
- 5.68%*
|
|
|
|
|
|
|
|
|
22,397
|
|
|
|
22,960
|
|
|
|
22,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ForgeRock, Inc.
201 Mission Street, Ste. 2900
San Francisco,
CA 94105
|
|
Growth Capital Loan (Prime + 2.90% interest rate, 8.40% floor, 8.00%
EOT payment)
|
|
|
3/27/2019
|
|
|
|
10,000
|
|
|
|
10,194
|
|
|
|
10,194
|
|
|
9/30/2023
|
|
|
Growth Capital Loan (Prime + 3.70% interest rate, 9.20% floor, 8.00%
EOT payment)
|
|
|
9/30/2019
|
|
|
|
10,000
|
|
|
|
10,079
|
|
|
|
10,079
|
|
|
12/31/2023
|
|
|
Growth Capital Loan (Prime + 4.50% interest
rate, 10.00% floor, 8.00% EOT payment)
|
|
|
12/23/2019
|
|
|
|
10,000
|
|
|
|
10,031
|
|
|
|
10,031
|
|
|
12/31/2023
|
Total Security Services
- 7.57%*
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
30,304
|
|
|
|
30,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shopping Facilitators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moda Operandi, Inc.
315 Hudson Street, 5th Floor
New York,
NY 10013
|
|
Growth Capital Loan (Prime + 6.25% interest rate, 11.75% floor,
7.25% EOT payment)
|
|
|
10/21/2019
|
|
|
|
10,000
|
|
|
|
10,173
|
|
|
|
9,912
|
|
|
4/30/2022
|
|
|
Growth Capital Loan (Prime + 6.25% interest rate, 11.75% floor,
7.25% EOT payment)
|
|
|
11/27/2019
|
|
|
|
5,000
|
|
|
|
5,069
|
|
|
|
4,932
|
|
|
5/31/2022
|
|
|
Growth Capital Loan (Prime + 6.25% interest
rate, 11.75% floor, 7.25% EOT payment)
|
|
|
1/6/2020
|
|
|
|
10,000
|
|
|
|
10,089
|
|
|
|
9,786
|
|
|
7/31/2022
|
Total Shopping Facilitators
- 6.15%*
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,331
|
|
|
|
24,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social/Platform Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ClassPass Inc.
275 7th Avenue
New York, NY 10001
|
|
Growth Capital Loan (Prime + 5.00% interest rate, 10.25% floor,
8.25% EOT payment)
|
|
|
8/15/2019
|
|
|
|
15,000
|
|
|
|
15,259
|
|
|
|
15,156
|
|
|
8/31/2023
|
|
|
Growth Capital Loan (Prime + 5.00% interest
rate, 10.25% floor, 8.25% EOT payment)
|
|
|
9/30/2019
|
|
|
|
15,000
|
|
|
|
15,213
|
|
|
|
15,105
|
|
|
9/30/2023
|
Total Social/Platform
Software - 7.56%*
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
30,472
|
|
|
|
30,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel & Leisure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GoEuro Corp.(1)(3)
Schonhauser Allee 180, 10119
Berlin,
Germany
|
|
Growth Capital Loan (11.00% interest rate, 8.50% EOT payment)
|
|
|
10/30/2019
|
|
|
|
20,000
|
|
|
|
19,825
|
|
|
|
19,479
|
|
|
10/31/2023
|
|
|
Growth Capital Loan (11.00% interest rate, 8.50% EOT payment)
|
|
|
3/27/2020
|
|
|
|
10,000
|
|
|
|
9,860
|
|
|
|
9,662
|
|
|
3/31/2024
|
|
|
Convertible Note (5.00% interest rate)(2)
|
|
|
8/11/2020
|
|
|
|
300
|
|
|
|
300
|
|
|
|
294
|
|
|
2/11/2023
|
Total Travel & Leisure
- 7.35%*
|
|
|
|
|
|
|
|
|
30,300
|
|
|
|
29,985
|
|
|
|
29,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt Investments -
145.68%*
|
|
|
|
|
|
|
|
$
|
610,393
|
|
|
$
|
613,345
|
|
|
$
|
583,335
|
|
|
|
Venture Growth Stage Company
|
|
Type of Warrant
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
Warrant Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising / Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
InMobi Pte Ltd.(1)(3)
7th
Floor, Block Delta ‘B’
Embassy Tech Square, Outer Ring Road
Bangalore Karnataka 560103 India
|
|
Ordinary Shares(2)
|
|
12/13/2013
|
|
|
48,500
|
|
|
$
|
35
|
|
|
$
|
13
|
|
Total Advertising / Marketing
- 0.00%*
|
|
|
|
|
|
|
48,500
|
|
|
|
35
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Materials/Construction Machinery
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
View, Inc.
195 S. Milpitas Blvd.
Milpitas, CA 95035
|
|
Preferred Stock(2)
|
|
6/13/2017
|
|
|
4,545,455
|
|
|
|
500
|
|
|
|
71
|
|
Total Building
Materials/Construction Machinery - 0.02%*
|
|
|
|
|
4,545,455
|
|
|
|
500
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buildings and Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Knotel, Inc.
33 W. 17th Street, 2nd
Floor
New York, NY 10011
|
|
Preferred Stock
|
|
2/19/2019
|
|
|
360,260
|
|
|
|
159
|
|
|
|
-
|
|
Total Buildings and Property
- 0.00%*
|
|
|
|
|
|
|
360,260
|
|
|
|
159
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Applications Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DialPad, Inc.
100 California St. Suite 500
San Francisco,
CA 94111
|
|
Preferred Stock(2)
|
|
8/3/2020
|
|
|
14,490
|
|
|
|
51
|
|
|
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Envoy, Inc.
410 Townsend St., Suite 410
San Francisco, CA
94107
|
|
Preferred Stock
|
|
5/8/2020
|
|
|
35,893
|
|
|
|
82
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farmer's Business Network, Inc.
388 El Camino Real
San Carlos,
CA 94070
|
|
Preferred Stock(2)
|
|
1/3/2020
|
|
|
37,666
|
|
|
|
33
|
|
|
|
252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FinancialForce.com, Inc.
595 Market St. Suite 2700
San Francisco,
CA 94105
|
|
Preferred Stock(2)
|
|
6/20/2016
|
|
|
547,440
|
|
|
|
1,540
|
|
|
|
2,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hi.Q, Inc.
2513 Charleston Road, Suite 102
Mountain View,
CA 94043
|
|
Preferred Stock
|
|
12/17/2018
|
|
|
606,952
|
|
|
|
196
|
|
|
|
971
|
|
|
|
Preferred Stock(2)
|
|
12/31/2020
|
|
|
36,498
|
|
|
|
45
|
|
|
|
45
|
|
|
|
|
|
|
|
|
643,450
|
|
|
|
241
|
|
|
|
1,016
|
|
Narvar, Inc.
50 Beale Street, 7th Floor
San Francisco, CA
94105
|
|
Preferred Stock(2)
|
|
8/28/2020
|
|
|
21,790
|
|
|
|
102
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OneSource Virtual, Inc.
9001 Cypress Waters Blvd
Dallas,
TX 75063
|
|
Preferred Stock
|
|
6/25/2018
|
|
|
70,773
|
|
|
|
161
|
|
|
|
335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Labs, Inc.
128 South Tryon Street, #220
Charlotte,
NC 28202
|
|
Preferred Stock
|
|
9/28/2018
|
|
|
21,929
|
|
|
|
303
|
|
|
|
590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantcast Corporation
795 Folsom Street
San Francisco, CA
94017
|
|
Cash Exit Fee(5)
|
|
8/9/2018
|
|
|
-
|
|
|
|
213
|
|
|
|
161
|
|
Venture Growth Stage Company
|
|
Type of Warrant
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
Warrant Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Toast, Inc.
401 Park Drive,
Suite 801
Boston, MA 02215
|
|
Preferred Stock(2)
|
|
2/1/2018
|
|
|
26,325
|
|
|
|
27
|
|
|
|
401
|
|
Total Business
Applications Software - 1.37%*
|
|
|
|
|
1,419,756
|
|
|
|
2,753
|
|
|
|
5,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business to Business Marketplace
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Factual, Inc.
1999 Avenue of Stars, 4th Floor
Los Angeles,
CA 90067
|
|
Preferred Stock(2)
|
|
9/4/2018
|
|
|
47,072
|
|
|
|
86
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Optoro, Inc.
5001-A Forbes Blvd.
Lanham, MD 20706
|
|
Preferred Stock(2)
|
|
7/13/2015
|
|
|
10,346
|
|
|
|
40
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RetailNext, Inc.
60 S. Market St. 10th
Floor
San Jose, CA 95113
|
|
Preferred Stock(2)
|
|
11/16/2017
|
|
|
123,420
|
|
|
|
80
|
|
|
|
111
|
|
Total Business
to Business Marketplace - 0.05%*
|
|
|
|
|
180,838
|
|
|
|
206
|
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfix, Inc.
487 7th Avenue, 19th Floor
New York, NY 10018
|
|
Preferred Stock
|
|
5/31/2019
|
|
|
133,502
|
|
|
|
188
|
|
|
|
188
|
|
Total Commercial Services
- 0.05%*
|
|
|
|
|
|
|
133,502
|
|
|
|
188
|
|
|
|
188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conferencing Equipment / Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuze, Inc. (fka Thinking Phone Networks,
Inc.)
10 Wilson Rd.
Cambridge, MA 2138
|
|
Preferred Stock(2)
|
|
9/29/2015
|
|
|
323,381
|
|
|
|
670
|
|
|
|
205
|
|
Total Conferencing
Equipment / Services - 0.05%*
|
|
|
|
|
323,381
|
|
|
|
670
|
|
|
|
205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activehours, Inc.
200 Portage Ave.
Palo Alto, CA 94306
|
|
Preferred Stock(2)
|
|
10/8/2020
|
|
|
36,972
|
|
|
|
97
|
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hello Digit, Inc.
100 Pine Street, Floor
20
San Francisco, CA 94111
|
|
Preferred Stock(2)
|
|
9/8/2020
|
|
|
723
|
|
|
|
12
|
|
|
|
12
|
|
Total Consumer Finance
- 0.03%*
|
|
|
|
|
|
|
37,695
|
|
|
|
109
|
|
|
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Non-Durables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hims, Inc.
1 Letterman Drive, Bld. C, Suite 3500
San Francisco,
CA 94129
|
|
Preferred Stock(2)
|
|
11/27/2019
|
|
|
217,943
|
|
|
|
73
|
|
|
|
425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imperfect Foods, Inc.
1616 Donner Ave
San Francisco, CA
94124
|
|
Preferred Stock(2)
|
|
6/6/2019
|
|
|
49,709
|
|
|
|
189
|
|
|
|
275
|
|
|
|
Common Stock
|
|
9/30/2020
|
|
|
48,391
|
|
|
|
208
|
|
|
|
354
|
|
|
|
|
|
|
|
|
98,100
|
|
|
|
397
|
|
|
|
629
|
|
Total Consumer Non-Durables
- 0.26%*
|
|
|
|
|
|
|
316,043
|
|
|
|
470
|
|
|
|
1,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Products and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clutter Inc.
3526 Hayden Avenue
Culver City, CA 90232
|
|
Preferred Stock(2)
|
|
10/18/2018
|
|
|
77,434
|
|
|
|
363
|
|
|
|
567
|
|
|
|
Preferred Stock(2)
|
|
9/30/2020
|
|
|
9,824
|
|
|
|
57
|
|
|
|
57
|
|
|
|
|
|
|
|
|
87,258
|
|
|
|
420
|
|
|
|
624
|
|
Outdoor Voices, Inc.
1637 E 2nd Street
Austin, TX 78702
|
|
Common Stock
|
|
2/26/2019
|
|
|
255,000
|
|
|
|
360
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quip NYC, Inc.
45 Main Street
Brooklyn,
NY 11201
|
|
Preferred Stock
|
|
11/26/2018
|
|
|
41,272
|
|
|
|
455
|
|
|
|
1,020
|
|
Total Consumer
Products and Services - 0.41%*
|
|
|
|
|
383,530
|
|
|
|
1,235
|
|
|
|
1,644
|
|
Venture Growth Stage Company
|
|
Type of Warrant
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
Warrant Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LovePop, Inc.
125 Lincoln Street, Floor5
Boston, MA 02111
|
|
Preferred Stock(2)
|
|
10/23/2018
|
|
|
163,463
|
|
|
|
168
|
|
|
|
128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savage X, Inc.
800 Apollo Street
El Segundo, CA 90245
|
|
Preferred Stock
|
|
4/7/2020
|
|
|
11,591
|
|
|
|
171
|
|
|
|
200
|
|
Total Consumer Retail
- 0.08%*
|
|
|
|
|
|
|
175,054
|
|
|
|
339
|
|
|
|
328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Commerce - Clothing and Accessories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FabFitFun, Inc.
360 N. La Cienega Blvd.
Los Angeles, CA
90048
|
|
Preferred Stock(2)
|
|
11/20/2017
|
|
|
173,341
|
|
|
|
521
|
|
|
|
714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minted, Inc.
747 Front Street, Suite 200
San Francisco,
CA 94111
|
|
Preferred Stock
|
|
9/30/2020
|
|
|
44,554
|
|
|
|
432
|
|
|
|
432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outfittery GMBH(1)(3)
Leuschnerdamm 31
10999 Berlin. Germany
|
|
Cash Exit Fee(2)(5)
|
|
8/10/2017
|
|
|
-
|
|
|
|
1,850
|
|
|
|
2,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent the Runway, Inc.
345 Hudson Street, 6th Floor
New York,
NY 10014
|
|
Preferred Stock(2)
|
|
11/25/2015
|
|
|
88,037
|
|
|
|
213
|
|
|
|
387
|
|
|
|
Common Stock(2)
|
|
11/25/2015
|
|
|
149,203
|
|
|
|
1,081
|
|
|
|
1,010
|
|
|
|
|
|
|
|
|
237,240
|
|
|
|
1,294
|
|
|
|
1,397
|
|
Stance, Inc.
193 Avenida La Pata
San Clemente, CA
|
|
Preferred Stock(2)
|
|
3/31/2017
|
|
|
75,000
|
|
|
|
41
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TFG Holding, Inc.
800 Apollo Street
El Segundo, CA 90245
|
|
Common Stock(2)
|
|
11/30/2020
|
|
|
163,807
|
|
|
|
401
|
|
|
|
401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Untuckit LLC
110 Greene Street
New
York , NY 10012
|
|
Cash Exit Fee(2)(5)
|
|
5/11/2018
|
|
|
-
|
|
|
|
39
|
|
|
|
57
|
|
Total E-Commerce
- Clothing and Accessories - 1.50%*
|
|
|
|
|
693,942
|
|
|
|
4,578
|
|
|
|
6,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Commerce - Personal Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enjoy Technology, Inc.
171 Constitution Drive
Menlo Park,
CA 94025
|
|
Preferred Stock(2)
|
|
9/7/2018
|
|
|
336,304
|
|
|
|
269
|
|
|
|
323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grove Collaborative, Inc.
1462 Pine Street
San Francisco,
CA 94109
|
|
Preferred Stock
|
|
4/2/2018
|
|
|
202,506
|
|
|
|
168
|
|
|
|
1,000
|
|
|
|
Preferred Stock
|
|
5/22/2019
|
|
|
109,114
|
|
|
|
228
|
|
|
|
347
|
|
|
|
|
|
|
|
|
311,620
|
|
|
|
396
|
|
|
|
1,347
|
|
Total E-Commerce
- Personal Goods - 0.42%*
|
|
|
|
|
647,924
|
|
|
|
665
|
|
|
|
1,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Educational/Training Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Varsity Tutors LLC
8000 MaryLand Avenue
St. Louis, MO 93105
|
|
Preferred Stock(2)(5)
|
|
3/13/2017
|
|
|
240,590
|
|
|
|
65
|
|
|
|
185
|
|
Total Educational/Training
Software - 0.05%*
|
|
|
|
|
240,590
|
|
|
|
65
|
|
|
|
185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mind Candy, Inc.(1)(3)
4th Floor, Bonhill Building, 15
Bonhill Street
London, United Kingdom
|
|
Preferred Stock
|
|
3/24/2017
|
|
|
278,209
|
|
|
|
922
|
|
|
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roli, Ltd.(1)(3)
2 Glebe Road
London,
E8 4BD
|
|
Preferred Stock(2)
|
|
5/23/2018
|
|
|
102,247
|
|
|
|
644
|
|
|
|
-
|
|
Total Entertainment -
0.05%*
|
|
|
|
|
|
|
380,456
|
|
|
|
1,566
|
|
|
|
193
|
|
Venture Growth Stage Company
|
|
Type of Warrant
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
Warrant Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Institution and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlueVine Capital, Inc.
2225 East Bayshore Road, Suite 200
Palo Alto, CA 94303
|
|
Preferred Stock(2)
|
|
9/15/2017
|
|
|
271,293
|
|
|
|
361
|
|
|
|
909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prodigy Investments Limited(1)(3)
25 Fouberts Place
London
W1F 7Qf, United Kingdom
|
|
Ordinary Shares
|
|
12/5/2017
|
|
|
44,064
|
|
|
|
828
|
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolut Ltd.(1)(3)
Level 39, One Canada Square
London, United
Kingdom
|
|
Preferred Stock(2)
|
|
4/16/2018
|
|
|
6,253
|
|
|
|
40
|
|
|
|
285
|
|
|
|
Preferred Stock(2)
|
|
10/29/2019
|
|
|
7,945
|
|
|
|
324
|
|
|
|
117
|
|
|
|
|
|
|
|
|
14,198
|
|
|
|
364
|
|
|
|
402
|
|
WorldRemit Group Limited(1)(3)
62 Buckingham Gate
London,
United Kingdom
|
|
Preferred Stock(2)
|
|
12/23/2015
|
|
|
128,288
|
|
|
|
382
|
|
|
|
479
|
|
|
|
Preferred Stock(2)
|
|
12/23/2015
|
|
|
46,548
|
|
|
|
136
|
|
|
|
136
|
|
|
|
|
|
|
|
|
174,836
|
|
|
|
518
|
|
|
|
615
|
|
Total Financial
Institution and Services - 0.52%*
|
|
|
|
|
504,391
|
|
|
|
2,071
|
|
|
|
2,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food & Drug
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capsule Corporation
113 W 25th Street
New York, NY 10001
|
|
Preferred Stock(2)
|
|
1/17/2020
|
|
|
202,533
|
|
|
|
437
|
|
|
|
549
|
|
|
|
Cash Exit Fee(2)(5)
|
|
12/28/2018
|
|
|
-
|
|
|
|
129
|
|
|
|
129
|
|
Total Food & Drug
- 0.17%*
|
|
|
|
|
|
|
202,533
|
|
|
|
566
|
|
|
|
678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Media and Content
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thrillist Media Group, Inc.
568 Broadway,
Ste. 506
New York, NY 10012
|
|
Common Stock(2)
|
|
9/24/2014
|
|
|
774,352
|
|
|
|
624
|
|
|
|
1,092
|
|
Total General
Media and Content - 0.27%*
|
|
|
|
|
774,352
|
|
|
|
624
|
|
|
|
1,092
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare Technology Systems
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curology, Inc.
5717 Pacific Center
San Diego, CA 92121
|
|
Preferred Stock(2)
|
|
5/23/2019
|
|
|
36,020
|
|
|
|
58
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Groop Internet Platfom, Inc.
33 West 60th St.
New York,
NY 10023
|
|
Preferred Stock(2)
|
|
5/15/2019
|
|
|
50,881
|
|
|
|
128
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medly Health Inc.
104 Graham Ave
Brooklyn, NY 11206
|
|
Preferred Stock
|
|
11/20/2020
|
|
|
1,083,470
|
|
|
|
195
|
|
|
|
195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurx Inc.
548 Market Street, Ste 94061
San Francisco, CA 94104
|
|
Preferred Stock
|
|
8/19/2019
|
|
|
170,716
|
|
|
|
270
|
|
|
|
270
|
|
Total Healthcare
Technology Systems - 0.18%*
|
|
|
|
|
1,341,087
|
|
|
|
651
|
|
|
|
721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Household & Office Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casper Sleep Inc.
230 Park Avenue South,
13th Floor
New York, NY 10003
|
|
Preferred Stock
|
|
3/1/2019
|
|
|
21,736
|
|
|
|
240
|
|
|
|
17
|
|
Total Household &
Office Goods - 0.00%*
|
|
|
|
|
|
|
21,736
|
|
|
|
240
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Software and Information Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AirStrip Technologies, Inc.
335 E. Sonterra,
Suite 200
San Antonio, TX 78258
|
|
Preferred Stock(2)
|
|
10/9/2013
|
|
|
8,036
|
|
|
|
112
|
|
|
|
-
|
|
Total Medical
Software and Information Services - 0.00%*
|
|
|
|
|
8,036
|
|
|
|
112
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multimedia and Design Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pencil and Pixel, Inc.
340 Brannan Street
San Francisco, CA 94107
|
|
Preferred Stock
|
|
2/28/2020
|
|
|
179,211
|
|
|
|
199
|
|
|
|
199
|
|
Total Multimedia
and Design Software - 0.05%*
|
|
|
|
|
179,211
|
|
|
|
199
|
|
|
|
199
|
|
Venture Growth Stage Company
|
|
Type of Warrant
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
Warrant Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Systems Management Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cohesity, Inc.
451 El Camino Real #235
Santa Clara, CA 95050
|
|
Preferred Stock(2)
|
|
1/10/2020
|
|
|
18,945
|
|
|
|
54
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signifyd, Inc.
2540 N. First Street,
Suite 300
San Jose, CA 95131
|
|
Preferred Stock(2)
|
|
12/19/2019
|
|
|
33,445
|
|
|
|
132
|
|
|
|
332
|
|
Total Network
Systems Management Software - 0.10%*
|
|
|
|
|
52,390
|
|
|
|
186
|
|
|
|
386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Upgrade, Inc.
275 Battery Street, 23rd
Floor
San Francisco, CA 94111
|
|
Preferred Stock
|
|
1/18/2019
|
|
|
744,225
|
|
|
|
223
|
|
|
|
193
|
|
Total Other Financial
Services - 0.05%*
|
|
|
|
|
|
|
744,225
|
|
|
|
223
|
|
|
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HomeLight, Inc.
100 1st Street, Suite 2600
San Francisco,
CA 94105
|
|
Preferred Stock(2)
|
|
12/21/2018
|
|
|
54,004
|
|
|
|
44
|
|
|
|
113
|
|
|
|
Preferred Stock(2)
|
|
11/5/2020
|
|
|
31,615
|
|
|
|
44
|
|
|
|
44
|
|
|
|
|
|
|
|
|
85,619
|
|
|
|
88
|
|
|
|
157
|
|
Sonder Holdings Inc.
101 15th Street
San Francisco, CA 94103
|
|
Preferred Stock
|
|
12/28/2018
|
|
|
136,511
|
|
|
|
232
|
|
|
|
613
|
|
|
|
Preferred Stock
|
|
3/4/2020
|
|
|
14,291
|
|
|
|
42
|
|
|
|
42
|
|
|
|
|
|
|
|
|
150,802
|
|
|
|
274
|
|
|
|
655
|
|
Total Real Estate Services
- 0.20%*
|
|
|
|
|
|
|
236,421
|
|
|
|
362
|
|
|
|
812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ForgeRock, Inc.
201 Mission Street, Ste. 2900
San Francisco,
CA 94105
|
|
Preferred Stock(2)
|
|
3/30/2016
|
|
|
195,992
|
|
|
|
155
|
|
|
|
110
|
|
|
|
Preferred Stock
|
|
3/29/2019
|
|
|
161,724
|
|
|
|
340
|
|
|
|
45
|
|
Total Security Services
- 0.04%*
|
|
|
|
|
|
|
357,716
|
|
|
|
495
|
|
|
|
155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shopping Facilitators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moda Operandi, Inc.
315 Hudson Street, 5th Floor
New York,
NY 10013
|
|
Preferred Stock
|
|
9/27/2019
|
|
|
34,538
|
|
|
|
343
|
|
|
|
161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OfferUp Inc.
1745 114th Ave SE
Bellevue,
WA 98004
|
|
Preferred Stock(2)
|
|
12/23/2019
|
|
|
44,788
|
|
|
|
42
|
|
|
|
42
|
|
Total Shopping Facilitators
- 0.05%*
|
|
|
|
|
|
|
79,326
|
|
|
|
385
|
|
|
|
203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Social/Platform Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ClassPass Inc.
275 7th Avenue
New
York, NY 10001
|
|
Preferred Stock
|
|
3/18/2019
|
|
|
84,507
|
|
|
|
281
|
|
|
|
151
|
|
Total Social/Platform
Software - 0.04%*
|
|
|
|
|
|
|
84,507
|
|
|
|
281
|
|
|
|
151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transportation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bird Rides, Inc.
406 Broadway, Suite
369
Santa Monica, CA 90401
|
|
Preferred Stock(2)
|
|
4/18/2019
|
|
|
68,111
|
|
|
|
193
|
|
|
|
55
|
|
Total Transportation -
0.01%*
|
|
|
|
|
|
|
68,111
|
|
|
|
193
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel & Leisure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GoEuro Corp.(1)(3)
Schonhauser Allee 180, 10119
Berlin,
Germany
|
|
Preferred Units
|
|
9/18/2019
|
|
|
12,027
|
|
|
|
362
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inspirato, LLC
1637 Wazee Street
Denver, CO 80202
|
|
Preferred Units(2)
|
|
4/25/2013
|
|
|
1,994
|
|
|
|
37
|
|
|
|
45
|
|
Total Travel & Leisure
- 0.04%*
|
|
|
|
|
|
|
14,021
|
|
|
|
399
|
|
|
|
156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Warrant Investments
- 6.05%*
|
|
|
|
|
|
|
|
|
|
$
|
20,525
|
|
|
$
|
24,231
|
|
Venture Growth Stage Company
|
|
Type of Equity
|
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
|
Ownership
% (13)
|
|
Equity Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Applications Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convoy, Inc.
1700 7th Avenue, Suite 116 #287
Seattle, WA
|
|
|
Preferred
Stock(2)
|
|
|
9/27/2018
|
|
|
35,208
|
|
|
$
|
250
|
|
|
$
|
356
|
|
|
|
0.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DialPad, Inc.
100 California St. Suite 500
San Francisco,
CA 94111
|
|
|
Preferred Stock(2)
|
|
|
9/22/2020
|
|
|
15,456
|
|
|
|
120
|
|
|
|
120
|
|
|
|
0.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Farmer's Business Network, Inc.
388 El Camino Real
San Carlos,
CA 94070
|
|
|
Preferred Stock(2)
|
|
|
7/31/2020
|
|
|
5,041
|
|
|
|
167
|
|
|
|
167
|
|
|
|
0.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Labs, Inc.
128 South Tryon Street,
#220
Charlotte, NC 28202
|
|
|
Preferred Stock(2)
|
|
|
6/11/2019
|
|
|
1,302
|
|
|
|
100
|
|
|
|
103
|
|
|
|
0.03
|
%
|
Total Business Applications
Software - 0.19%*
|
|
|
|
|
|
|
|
|
57,007
|
|
|
|
637
|
|
|
|
746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pluribus Networks, Inc.
6001 America
Center Dr., Suite 450
San Jose, CA 95002
|
|
|
Preferred Stock(2)
|
|
|
1/10/2017
|
|
|
722,073
|
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
0.58
|
%
|
Total Communications Software
- 0.50%*
|
|
|
|
|
|
|
|
|
722,073
|
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activehours, Inc.
200 Portage Ave.
Palo Alto, CA 94306
|
|
|
Preferred Stock(2)
|
|
|
11/10/2020
|
|
|
14,788
|
|
|
|
150
|
|
|
|
150
|
|
|
|
0.03
|
%
|
Total Consumer Finance
- 0.04%*
|
|
|
|
|
|
|
|
|
14,788
|
|
|
|
150
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Non-Durables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hims, Inc.
1 Letterman Drive, Bld. C, Suite 3500
San Francisco,
CA 94129
|
|
|
Preferred Stock(2)
|
|
|
4/29/2019
|
|
|
158,501
|
|
|
|
500
|
|
|
|
574
|
|
|
|
0.05
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prodigy Investments Limited(1)(3)
25
Fouberts Place
London W1F 7Qf, United Kingdom
|
|
|
Preference Shares(2)
|
|
|
12/31/2020
|
|
|
1,552
|
|
|
|
15,520
|
|
|
|
12,957
|
|
|
|
0.03
|
%
|
Total Consumer Non-Durables
- 3.38%*
|
|
|
|
|
|
|
|
|
160,053
|
|
|
|
16,020
|
|
|
|
13,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Products and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hydrow, Inc.
14 Arrow Street, 4th Floor
Cambridge, MA 02138
|
|
|
Preferred Stock(2)
|
|
|
12/14/2020
|
|
|
85,542
|
|
|
|
333
|
|
|
|
333
|
|
|
|
0.16
|
%
|
Total Consumer Products
and Services - 0.08%*
|
|
|
|
|
|
|
|
|
85,542
|
|
|
|
333
|
|
|
|
333
|
|
|
|
|
|
Venture Growth Stage Company
|
|
Type of Equity
|
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
|
Ownership
% (13)
|
|
Equity Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Commerce - Clothing and Accessories
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FabFitFun, Inc.
360 N. La Cienega Blvd.
Los Angeles, CA 90048
|
|
|
Preferred Stock(2)
|
|
|
1/17/2019
|
|
|
67,934
|
|
|
|
500
|
|
|
|
768
|
|
|
|
0.05
|
%
|
Total E-Commerce - Clothing
and Accessories - 0.19%*
|
|
|
|
|
|
|
|
|
67,934
|
|
|
|
500
|
|
|
|
768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-Commerce - Personal Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grove Collaborative, Inc.
1462 Pine Street
San Francisco, CA 94109
|
|
|
Preferred Stock(2)
|
|
|
6/5/2018
|
|
|
134,249
|
|
|
|
500
|
|
|
|
977
|
|
|
|
0.10
|
%
|
Total E-Commerce - Personal
Goods - 0.24%*
|
|
|
|
|
|
|
|
|
134,249
|
|
|
|
500
|
|
|
|
977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Educational/Training Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Varsity Tutors LLC
8000 MaryLand Avenue
St. Louis, MO 93105
|
|
|
Preferred Stock(2)
|
|
|
1/5/2018
|
|
|
92,470
|
|
|
|
250
|
|
|
|
256
|
|
|
|
0.05
|
%
|
Total Educational/Training
Software - 0.06%*
|
|
|
|
|
|
|
|
|
92,470
|
|
|
|
250
|
|
|
|
256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entertainment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mind Candy, Inc.(1)(3)
4th Floor,
Bonhill Building, 15 Bonhill Street
London, United Kingdom
|
|
|
Preferred Stock(2)
|
|
|
3/9/2020
|
|
|
511,665
|
|
|
|
1,000
|
|
|
|
1,003
|
|
|
|
2.19
|
%
|
Total Entertainment -
0.25%*
|
|
|
|
|
|
|
|
|
511,665
|
|
|
|
1,000
|
|
|
|
1,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Institution and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GoGreenHost AB(1)(3)
Vretgrand 18
SE-753 22 Uppsala, Sweden
|
|
|
Preferred Stock(2)
|
|
|
12/1/2017
|
|
|
1
|
|
|
|
2,134
|
|
|
|
657
|
|
|
|
-%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolut Ltd.(1)(3)
Level 39, One Canada
Square
London, United Kingdom
|
|
|
Preferred Stock(2)
|
|
|
8/3/2017
|
|
|
25,920
|
|
|
|
292
|
|
|
|
1,447
|
|
|
|
0.06
|
%
|
Total Financial Institution
and Services - 0.53%*
|
|
|
|
|
|
|
|
|
25,921
|
|
|
|
2,426
|
|
|
|
2,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food & Drug
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capsule Corporation
113 W 25th Street
New York, NY 10001
|
|
|
Preferred Stock(2)
|
|
|
7/25/2019
|
|
|
75,013
|
|
|
|
500
|
|
|
|
500
|
|
|
|
0.12
|
%
|
Total Food & Drug
- 0.12%*
|
|
|
|
|
|
|
|
|
75,013
|
|
|
|
500
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare Technology Systems
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curology, Inc.
5717 Pacific Center
San Diego, CA 92121
|
|
|
Preferred Stock(2)
|
|
|
11/26/2019
|
|
|
66,000
|
|
|
|
196
|
|
|
|
237
|
|
|
|
0.02
|
%
|
|
|
|
Common Stock(2)
|
|
|
1/14/2020
|
|
|
142,855
|
|
|
|
404
|
|
|
|
320
|
|
|
|
0.05
|
%
|
|
|
|
|
|
|
|
|
|
208,855
|
|
|
|
600
|
|
|
|
557
|
|
|
|
|
|
Groop Internet Platfom, Inc.
33 West 60th St.
New York,
NY 10023
|
|
|
Preferred Stock(2)
|
|
|
5/15/2019
|
|
|
90,859
|
|
|
|
250
|
|
|
|
584
|
|
|
|
0.38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nurx Inc.
548 Market Street, Ste 94061
San Francisco, CA 94104
|
|
|
Preferred Stock(2)
|
|
|
5/31/2019
|
|
|
136,572
|
|
|
|
1,000
|
|
|
|
1,004
|
|
|
|
0.31
|
%
|
Total Healthcare Technology
Systems - 0.54%*
|
|
|
|
|
|
|
|
|
436,286
|
|
|
|
1,850
|
|
|
|
2,145
|
|
|
|
|
|
Venture Growth Stage Company
|
|
Type of Equity
|
|
|
Acquisition
Date (12)
|
|
Shares
|
|
|
Cost
(6)
|
|
|
Fair Value
|
|
|
Ownership
% (13)
|
|
Equity Investments(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Household & Office Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casper Sleep Inc.
230 Park Avenue South,
13th Floor
New York, NY 10003
|
|
|
Common Stock(2)(10)
|
|
|
6/19/2017
|
|
|
35,722
|
|
|
|
1,000
|
|
|
|
220
|
|
|
|
0.09
|
%
|
Total Household &
Office Goods - 0.05%*
|
|
|
|
|
|
|
|
|
35,722
|
|
|
|
1,000
|
|
|
|
220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Systems Management Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cohesity, Inc.
451 El Camino Real #235
Santa Clara, CA 95050
|
|
|
Preferred Stock(2)
|
|
|
3/24/2017
|
|
|
60,342
|
|
|
|
400
|
|
|
|
605
|
|
|
|
0.04
|
%
|
|
|
|
Preferred Stock(2)
|
|
|
4/7/2020
|
|
|
9,022
|
|
|
|
125
|
|
|
|
125
|
|
|
|
0.01
|
%
|
Total Network Systems
Management Software - 0.18%*
|
|
|
|
|
|
|
|
|
69,364
|
|
|
|
525
|
|
|
|
730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sonder Holdings Inc.
101 15th Street
San Francisco, CA 94103
|
|
|
Preferred Stock(2)
|
|
|
5/21/2019
|
|
|
29,773
|
|
|
|
312
|
|
|
|
313
|
|
|
|
0.02
|
%
|
Total Real Estate Services
- 0.08%*
|
|
|
|
|
|
|
|
|
29,773
|
|
|
|
312
|
|
|
|
313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel & Leisure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GoEuro Corp.(1)(3)
Schonhauser Allee 180, 10119
Berlin,
Germany
|
|
|
Preferred Stock(2)
|
|
|
10/5/2017
|
|
|
2,362
|
|
|
|
300
|
|
|
|
171
|
|
|
|
0.03
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inspirato, LLC
1637 Wazee Street
Denver, CO 80202
|
|
|
Preferred Units(2)(4)
|
|
|
9/11/2014
|
|
|
1,948
|
|
|
|
250
|
|
|
|
266
|
|
|
|
0.07
|
%
|
Total Travel & Leisure
- 0.11%*
|
|
|
|
|
|
|
|
|
4,310
|
|
|
|
550
|
|
|
|
437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments
- 6.55%*
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28,553
|
|
|
$
|
26,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments in Portfolio
Companies - 158.27%*(11)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
662,423
|
|
|
$
|
633,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments - 158.27%*(9)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
662,423
|
|
|
$
|
633,779
|
|
|
|
|
|
(1)
|
Investment
is a non-qualifying asset under Section 55(a) of the 1940 Act. As of December 31, 2020
non-qualifying assets represented 21.5% of the Company’s total assets, at fair
value.
|
(2)
|
As
of December 31, 2020, this investment was not pledged as collateral as part of the Company’s
revolving credit facility.
|
(3)
|
Entity
is not domiciled in the United States and does not have its principal place of business
in the United States.
|
(4)
|
Investment
is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.
|
(5)
|
Investment
is a cash success fee or a cash exit fee payable on the consummation of certain trigger
events.
|
(6)
|
Gross
unrealized gains, gross unrealized losses, and net unrealized losses for federal income
tax purposes totaled $13.8 million, $42.4 million and $28.6 million, respectively, for
the investment portfolio as of December 31, 2020. The tax cost of investments is $662.4
million.
|
(7)
|
Debt
is on non-accrual status at December 31, 2020 and is therefore considered non-income
producing. Non-accrual investments at December 31, 2020 had a total cost and fair value
of $61.8 million and $36.4 million, respectively.
|
(8)
|
Non-income
producing investments.
|
(9)
|
Except
for equity in one public company, all investments were valued at fair value using Level
3 significant unobservable inputs as determined in good faith by the Board.
|
(10)
|
Investment
is publicly traded and listed on the NYSE.
|
(11)
|
The
Company generally acquires its investments in private transactions exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”). These
investments are generally subject to certain limitations on resale, and may be deemed
to be “restricted securities” under the Securities Act.
|
(12)
|
Acquisition
date represents the date of the investment in the portfolio investment.
|
(13)
|
Percentage
of class held refers only to equity held (excluding warrants), if any. Calculated on
a fully diluted basis.
|
*
|
Value
as a percentage of net assets.
|
Set
forth below is a brief description of each portfolio company in our portfolio that constitutes 5% or more (at fair value) of our
total assets as of December 31, 2020.
Prodigy
Finance Limited is a fintech platform that enables financing for international postgraduate students who
attend a participating business school or postgraduate institution. Prodigy Finance’s loans are collectively funded by a
community of alumni, institutional investors and qualified private investors who receive a financial and social return; while
the borrower gains access to higher education that they might not otherwise be able to finance. Prodigy Finance’s borderless
credit model enables educational loan financing to international students, while using predicted post-degree affordability rather
than present-day salary.
MANAGEMENT
Please
refer to our most recent Definitive Proxy Statement on Schedule 14A, which is incorporated by reference into this prospectus,
for information relating to the management of the Company.
PORTFOLIO
MANAGEMENT
Each
investment opportunity requires the unanimous approval of our Adviser’s Investment Committee. Follow-on investments in existing
portfolio companies require the Investment Committee’s approval beyond that obtained when the initial investment in the
company was made. Our Adviser’s Investment Committee is comprised of James P. Labe, our Chief Executive Officer and Chairman,
and Sajal K. Srivastava, our Chief Investment Officer, President, Secretary and Treasurer, who, with the assistance of our Adviser’s
senior investment team, oversee the day-to-day management of our investments.
Mr.
Labe and Mr. Srivastava, through their positions at TPC, are also primarily responsible for the day-to-day management of other
funds and accounts from time to time, including one other BDC, TriplePoint Private Venture Credit Inc. As of December 31, 2020,
these other funds and accounts, when considered with the Company, had an aggregate of approximately $2.0 billion of assets under
management and undrawn capital commitments, all of which, other than TPC’s proprietary account, are or will be subject to
advisory fees under the applicable fund’s or account’s investment management arrangements. Mr.
Labe and Mr. Srivastava are also primarily responsible for the day-to-day management of TPC.
The
members of our Adviser’s Investment Committee and other advisory personnel employed by our Adviser receive compensation
from our Adviser that include an annual base salary, an annual individual performance bonus and a portion of the incentive fee
or carried interest earned in connection with their services. Each of Mr. Labe and Mr. Srivastava has a material ownership and
financial interest in, and receive compensation and/or profit distributions from, our Adviser.
Portfolio
Managers
We
consider Mr. Labe and Mr. Srivastava, who are the members of our Adviser’s Investment Committee, to be our portfolio managers.
The table below shows the dollar range of shares of our common stock to be beneficially owned by each of our portfolio managers
as of March 26, 2021.
Name of Portfolio Manager
|
|
Dollar
Range of Equity
Securities Owned in
TriplePoint Venture
Growth BDC Corp.(1)(2)
|
|
James P. Labe
|
|
|
Over $1,000,000
|
|
Sajal K. Srivastava
|
|
|
Over $1,000,000
|
|
|
(1)
|
Dollar
ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000,
$500,001-$1,000,000, or over $1,000,000.
|
|
(2)
|
The
dollar range of equity securities beneficially owned in us is based on the closing price
for our common stock of $14.02 per share
on March 25, 2021 on the NYSE.
|
Investment
Committee
The
Investment Committee of our Adviser meets regularly to consider our investments, direct our strategic initiatives and supervise
the actions taken by our Adviser on our behalf. In addition, the Investment Committee reviews and determines by unanimous vote
whether to make prospective investments identified by our Adviser and monitors the performance of our investment portfolio. Our
Adviser may increase the size of its Investment Committee from time to time.
Members
of our Adviser’s Senior Investment Team
The
members of our Adviser’s senior investment team consist of Mr. Labe and Mr. Srivastava and members of our Adviser’s
Originations team.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
The
information contained under the caption “Certain Relationships and Related Transactions” in our most recent Definitive
Proxy Statement on Schedule 14A is incorporated by reference herein.
CONTROL
PERSONS AND PRINCIPAL STOCKHOLDERS
The
information contained under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Dollar
Range of Securities Beneficially Owned by Directors” in our most recent Definitive Proxy Statement on Schedule 14A
is incorporated by reference herein.
SELLING
STOCKHOLDERS
This
prospectus also relates to 1,794,007 shares being offered for resale on behalf of the Selling Stockholders identified below. On
October 25, 2017, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Selling
Stockholders, which are accounts managed by Goldman Sachs Asset Management, L.P., which may be deemed to share beneficial ownership
of the shares of our common stock of which such Selling Stockholders are the record owner. Pursuant to the Securities Purchase
Agreement, we sold to the Selling Stockholders an aggregate of 1,594,007 shares of our common stock in October 2017 in a private
offering exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D thereunder (the “October
2017 GSAM Shares”). Subsequently, in August 2018, pursuant to the terms of the Securities Purchase Agreement, the Selling
Stockholders purchased, in aggregate, an additional 200,000 shares of our common stock in a private offering exempt from registration
under Section 4(a)(2) of the Securities Act and Regulation D thereunder (the “August 2018 GSAM Shares” and, together
with the October 2017 GSAM Shares, the “GSAM Shares”).
Pursuant
to the terms of the Securities Purchase Agreement, we granted the Selling Stockholders certain registration rights and the related
right to participate in future equity offerings conducted by us. Specifically, the Selling Stockholders have the right to sell
up to one-third of the total number of GSAM Shares then held by them, in the aggregate, in any underwritten offering initiated
by us. Additionally, the Selling Stockholders have the right to cause us to file a shelf registration statement covering the GSAM
Shares to be sold by them. Please see the Securities Purchase Agreement, incorporated by reference as an exhibit to the registration
statement of which this prospectus is part, for more information.
We
are registering 1,794,007 shares of our common stock held by the Selling Stockholders to permit the Selling Stockholders to resell
the shares when and as they deem appropriate, including in connection with an offering by us under the circumstances described
above. The following table sets forth, as of March 26, 2021:
|
●
|
the
name of each Selling Stockholder;
|
|
●
|
the
number of shares of common stock and the percentage of the total shares of common stock
outstanding that each Selling Stockholder beneficially owned prior to
the offering for resale of the shares under this registration statement;
|
|
●
|
the
number of shares of our common stock beneficially owned by each Selling Stockholder that
may be offered for resale for the account of the stockholders under this registration
statement, some or all of which shares may be sold pursuant to this prospectus and any
prospectus supplement; and
|
|
●
|
the
number of shares of common stock and the percentage of total shares of common stock to
be beneficially owned by each Selling Stockholder following an
offering under this registration statement (assuming all of the offered resale shares
that are beneficially owned by such Selling Stockholder are
sold by the relevant Selling Stockholder).
|
The
number of shares in the column “Number of Shares Being Offered” represents all of the shares that the Selling Stockholders
may offer under this registration statement. The information included in the table under “Shares Beneficially Owned After
Offering” assumes that each Selling Stockholder listed below sells all of the shares set forth under “Number of Shares
Being Offered.” The information regarding the identity of the Selling Stockholders and their affiliations, including their
beneficial ownership of shares of our common stock, is based solely on information provided by or on behalf of the Selling Stockholders
and any public documents filed with the SEC.
We
do not know how long the Selling Stockholders will hold the shares before selling them or how many shares they will sell, and
we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the
shares under this registration statement, other than as set forth in the Securities Purchase Agreement. The
shares offered by this prospectus may be offered from time to time by the Selling Stockholders listed below.
|
|
Shares Beneficially Owned
Prior to Offering(2)(3)
|
|
|
Number of
Shares
Being
|
|
|
Shares Beneficially
Owned
After Offering(2)(3)(4)
|
|
Stockholder(1)
|
|
Number
|
|
|
Percent
|
|
|
Offered
|
|
|
Number
|
|
|
Percent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII Foreign Income Blocker LLC
|
|
|
517,248
|
|
|
|
1.67
|
%
|
|
|
517,248
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII Offshore Holdings LP
|
|
|
519,222
|
|
|
|
1.68
|
%
|
|
|
519,222
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII Emp Foreign Income Blocker LLC
|
|
|
16,866
|
|
|
|
*
|
|
|
|
16,866
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII B Foreign Income Blocker LLC
|
|
|
93,325
|
|
|
|
*
|
|
|
|
93,325
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII B Offshore Holdings LP
|
|
|
78,312
|
|
|
|
*
|
|
|
|
78,312
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII B2 Offshore Corporate Holdings LP
|
|
|
92,890
|
|
|
|
*
|
|
|
|
92,890
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII Mgr Hlds LP
|
|
|
114,760
|
|
|
|
*
|
|
|
|
114,760
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vintage VII A2 Offshore Holdings LP
|
|
|
230,771
|
|
|
|
*
|
|
|
|
230,771
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
DALPP Series A(2) Foreign Income Blocker LLC
|
|
|
96,919
|
|
|
|
*
|
|
|
|
96,919
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RA Program 2017 Foreign Income Blocker Ltd
|
|
|
16,189
|
|
|
|
*
|
|
|
|
16,189
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FPP Alternative Investments Foreign Income Blocker LLC
|
|
|
17,505
|
|
|
|
*
|
|
|
|
17,505
|
|
|
|
—
|
|
|
|
—
|
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|
(1)
|
The
address of the principal business office of each Selling Stockholder is c/o Goldman Sachs Asset Management, L.P., 200 West Street,
New York, NY 10282.
|
|
(2)
|
Beneficial
ownership is determined in accordance with Rule 13d-3 under the Exchange Act.
|
|
(3)
|
Applicable
percentage of ownership is based on 30,881,965 shares of our common stock outstanding
as of March 26, 2021.
|
|
(4)
|
Assumes
the sale of all shares eligible for sale in this prospectus and no other purchases or sales of our common stock. This assumption
has been made under the rules and regulations of the SEC and does not reflect any knowledge that we have with respect to the present
intent of persons listed as Selling Stockholders.
|
Shares
of our common stock sold by any of the Selling Stockholders will generally be freely tradable. Sales of substantial amounts of
our common stock, including by the Selling Stockholders, or the availability of such common stock for sale, whether or not sold,
could adversely affect the prevailing market prices for our common stock.
DETERMINATION
OF NET ASSET VALUE
The
net asset value per share of our outstanding shares of common stock is determined quarterly by dividing the value of total assets
minus liabilities by the total number of shares outstanding.
We
calculate the value of our investments in accordance with the procedures described in “Item 1. Business – Determination
of Net Asset Value” of our most recent Annual Report on Form 10-K, which is
incorporated by reference herein.
DIVIDEND
REINVESTMENT PLAN
We
adopted a dividend reinvestment plan that provides for the reinvestment of our stockholder distributions, unless a stockholder
elects to receive cash as provided below. As a result, if the Board authorizes, and we declare, a cash distribution, then our
stockholders who have not “opted out” of such dividend reinvestment plan have their cash distribution automatically
reinvested in additional shares of our common stock, rather than receiving the cash distribution.
No
action is required on the part of a registered stockholder to have its cash distribution reinvested in shares of our common stock.
A registered stockholder may elect to receive an entire distribution in cash by notifying American Stock Transfer & Trust
Company, LLC, the plan administrator and our transfer and dividend paying agent and registrar, in writing so that such notice
is received by the plan administrator no later than three business days prior to the payment date fixed by our Board for distributions
to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder and hold
such shares in non-certificated form. Upon request by a stockholder participating in the plan, received in writing not less than
three business days prior to the payment date, the plan administrator will, instead of crediting shares to the participant’s
account, issue a certificate registered in the participant’s name for the number of whole shares of our common stock and
a check for any fractional share. The plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 brokerage
commission from the proceeds of the sale of any fractional share.
Those
stockholders whose shares are held by a broker or other financial intermediary may receive distributions in cash by notifying
their broker or nominee of their election.
The
Board reserves the right, subject to the provisions of the 1940 Act, to use newly issued shares to implement the plan, whether
our shares are trading at a premium or at a discount to net asset value. Under such circumstances, the number of shares to be
issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by 95%
of the market price per share of our common stock at the close of trading on the payment date fixed by the Board. Market price
per share on that date is the closing price for such shares on the NYSE or, if no sale is reported for such day, at the average
of their reported bid and ask prices. We also reserve the right to instruct the plan administrator to purchase shares in the open
market in connection with our implementation of the plan. Shares purchased in open market transactions by the plan administrator
are allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares
of common stock purchased by the plan administrator in the open market. Transaction processing may either be curtailed or suspended
until the completion of any stock dividend, stock split or similar corporate action.
There
are no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees are
paid by us. If a participant elects by written notice to the plan administrator prior to termination of his, her or its account
to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account
and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10
brokerage commission from the proceeds.
Stockholders
who receive distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences
as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash
distributions are reinvested, such stockholder does not receive cash with which to pay any applicable taxes on reinvested distributions.
A stockholder’s basis in the stock received in a distribution from us is generally equal to the amount of the reinvested
distribution. Any stock received in a distribution has a new holding period, for U.S. federal income tax purposes, commencing
on the day following the day on which the shares are credited to the U.S. stockholder’s account.
Participants
may terminate their accounts under the plan by notifying the plan administrator by filling out the transaction request form located
at the bottom of the participant’s statement and sending it to the plan administrator at the address below.
Those
stockholders whose shares are held by a broker or other nominee who wish to terminate his, her or its account under the plan may
do so by notifying his or her broker or nominee.
The
plan may be terminated by us upon notice in writing mailed to each participant at least 30 days prior to any record date for the
payment of any stockholder distribution by us. All correspondence concerning the plan should be directed to the plan administrator
by mail at Plan Administrator c/o American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219.
If
you withdraw or the plan is terminated, you will receive the number of whole shares in your account under the plan and a cash
payment for any fraction of a share in your account.
If
you hold your common stock with a brokerage firm that does not participate in the plan, you will not be able to participate in
the plan and any distribution reinvestment may be effected on different terms than those described above. Consult your financial
advisor for more information.
CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a general summary of certain material U.S. federal income tax considerations applicable to us and to an
investment in shares of our common stock. This discussion is based on the provisions of the Code, the regulations of the U.S.
Department of Treasury promulgated thereunder, or “Treasury regulations,” and administrative and judicial interpretations,
each as in effect as of the date of this prospectus and all of which are subject to change, possibly retroactively, which could
affect the continuing validity of this discussion. This discussion does not constitute a detailed explanation of all U.S. federal
income tax aspects affecting us and our stockholders and does not purport to deal with the U.S. federal income tax consequences
that may be important to particular stockholders in light of their individual investment circumstances or to some types of stockholders
subject to special tax rules, such as financial institutions, broker dealers, insurance companies, tax-exempt organizations, partnerships
or other pass-through entities, persons holding our common stock in connection with a hedging, straddle, conversion or other integrated
transaction, non-U.S. stockholders (as defined below) engaged in a trade or business in the United States, persons who have ceased
to be U.S. citizens or to be taxed as resident aliens or individual non-U.S. stockholders present in the United States for 183
days or more during a taxable year. This discussion also does not address any aspects of U.S. estate or gift tax or foreign, state
or local tax. This discussion assumes that our stockholders hold their shares of our common stock as capital assets for U.S. federal
income tax purposes (generally, assets held for investment). No ruling has been or will be sought from the IRS regarding any matter
discussed herein.
This
discussion does not discuss the consequences of an investment in our preferred stock, subscription rights, debt securities or
warrants representing rights to purchase shares of our preferred stock, common stock, or debt securities. The U.S. federal income
tax consequences of such an investment in the relevant prospectus supplement.
A
“U.S. stockholder” is generally a beneficial owner of shares of our common stock that is for U.S. federal income tax
purposes:
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●
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an
individual who is a citizen or resident of the United States;
|
|
●
|
a
corporation or other entity classified as a corporation for U.S. tax purposes created
or organized in or under the laws of the United States, any state therein or the District
of Columbia;
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|
●
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an
estate, the income of which is subject to U.S. federal income taxation regardless of
its source; or
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●
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a
trust if a court within the United States is able to exercise primary jurisdiction over
the administration of the trust and one or more U.S. persons have authority to control
all substantial decisions of the trust (or a trust that has made a valid election to
be treated as a U.S. trust).
|
A
“non-U.S. stockholder” generally is a beneficial owner of shares of our common stock other than a U.S. stockholder.
If
a partnership or other entity classified as a partnership, for U.S. federal income tax purposes, holds our shares, the U.S. tax
treatment of the partnership and each partner generally depends on the status of the partner, the activities of the partnership
and certain determinations made at the partner level. A partnership (and any partner in such partnership) considering an investment
in our common stock should consult its own tax advisers regarding the U.S. federal income tax consequences of the acquisition,
ownership and disposition of shares by the partnership.
Tax
matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of
his, her or its particular situation. We encourage investors to consult their own tax advisers regarding the specific consequences
of such an investment, including tax reporting requirements, the applicability of federal, state, local and foreign tax laws,
eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.
Taxation
of the Company
We
have elected to be treated and intend to qualify each year as a RIC under Subchapter M of the Code. As a RIC, we generally do
not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we timely distribute to our stockholders
as dividends.
To
qualify as a RIC, we must, among other things:
|
●
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derive
in each taxable year at least 90% of our gross income from dividends, interest, payments
with respect to certain securities loans, gains from the sale or other disposition of
stock, securities or foreign currencies, other income derived with respect to our business
of investing in stock, securities or currencies, or net income derived from an interest
in a “qualified publicly traded partnership,” or “QPTP,” hereinafter
the “90% Gross Income Test;” and
|
|
●
|
diversify
our holdings so that, at the end of each quarter of each taxable year:
|
|
o
|
at
least 50% of the value of our total assets is represented by cash and cash items, U.S.
Government securities, the securities of other RICs and other securities, with other
securities limited, in respect of any one issuer, to an amount not greater than 5% of
the value of our total assets and not more than 10% of the outstanding voting securities
of such issuer, and
|
|
o
|
not
more than 25% of the value of our total assets is invested in the securities of any issuer
(other than U.S. Government securities and the securities of other regulated investment
companies), the securities of any two or more issuers that we control and that are determined
to be engaged in the same business or similar or related trades or businesses, or the
securities of one or more QPTPs (the “Diversification Tests”).
|
In
the case of a RIC that furnishes capital to development corporations, there is an exception relating to the Diversification Tests
described above. This exception is available only to RICs which the SEC determines to be principally engaged in the furnishing
of capital to other corporations which are principally engaged in the development or exploitation of inventions, technological
improvements, new processes, or products not previously generally available, which we refer to as “SEC Certification.”
We have not sought SEC Certification, but it is possible that we will seek SEC Certification in future years. If we receive SEC
Certification, we generally will be entitled to include, in the computation of the 50% value of our assets (described above),
the value of any securities of an issuer, whether or not we own more than 10% of the outstanding voting securities of the issuer,
if the basis of the securities, when added to our basis of any other securities of the issuer that we own, does not exceed 5%
of the value of our total assets.
As
a RIC, we are generally not subject to U.S. federal income tax on investment company taxable income and net capital gains that
we distribute to our stockholders in any taxable year with respect to which we distribute an amount equal to at least 90% of the
sum of our (i) investment company taxable income (which includes, among other items, dividends, interest and the excess of any
net realized short-term capital gains over net realized long-term capital losses and other taxable income (other than any net
capital gain), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid
and (ii) net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions)
(the “Annual Distribution Requirement”). We intend to distribute annually all or substantially all of such income.
Generally, if we fail to meet this Annual Distribution Requirement for any taxable year, we will fail to qualify for tax treatment
as a RIC for such taxable year. To the extent we meet the Annual Distribution Requirement for a taxable year, but retain our net
capital gains for investment or any investment company taxable income, we are subject to U.S. federal income tax on such retained
capital gains and investment company taxable income. We may choose to retain our net capital gains for investment or any investment
company taxable income, and pay the associated U.S. federal corporate income tax.
We
are subject to a nondeductible 4% U.S. federal excise tax on certain of our undistributed income, unless we timely distribute
(or are deemed to have timely distributed) an amount equal to the sum of:
|
●
|
at
least 98% of our ordinary income (not taking into account any capital gains or losses)
for the calendar year;
|
|
●
|
at
least 98.2% of the amount by which our capital gains exceed our capital losses (adjusted
for certain ordinary losses) for a one-year period generally ending on October 31 of
the calendar year (unless an election is made by us to use our taxable year); and
|
|
●
|
certain
undistributed amounts from previous years on which we paid no U.S. federal income tax.
|
We
are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act,
we are not permitted to make distributions to our stockholders while any senior securities are outstanding unless we meet the
applicable asset coverage ratios. See “Business—Regulation—Senior Securities” in our most recently filed
Annual Report on Form 10-K, as well as in subsequent filings we make with the SEC. Moreover, our ability to dispose of assets
to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements
relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution
Requirement or to avoid the 4% U.S. federal excise tax, we may make such dispositions at times that, from an investment standpoint,
are not advantageous.
A
RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally,
ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If our expenses in a given
year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted
to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company
taxable income, not net capital gain. Due to these limits on the deductibility of expenses, we may for tax purposes have aggregate
taxable income for several years that we are required to distribute and that is taxable to our stockholders even if such income
is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from our
cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event
we realize net capital gains from such transactions, you may receive a larger capital gain distribution than you would have received
in the absence of such transactions.
Company
Investments
Certain
of our investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things,
(i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction,
(ii) convert lower taxed long-term capital gains and qualified dividend income into higher taxed short-term capital gains or ordinary
income, (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause
us to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or
sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions
and (vii) produce income that will not qualify as good income for purposes of the 90% Gross Income Test. We monitor our transactions
and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these
rules and to prevent disqualification of us as a RIC but there can be no assurance that we will be successful in this regard.
Debt
Instruments. In certain circumstances, we may be required to recognize taxable income prior to which we receive cash.
For example, if we hold debt instruments that are treated under applicable tax rules as having OID (such as debt instruments with
an end-of-term payment and/or PIK interest payment or, in certain cases, increasing interest rates or issued with warrants), we
must include in taxable income each year a portion of the OID that accrues over the life of the obligation, regardless of whether
cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts
that we have not yet received in cash, such as PIK interest, deferred loan origination fees that are paid after origination of
the loan or are paid in non-cash compensation such as warrants or stock, or certain income with respect to equity investments
in foreign corporations. Because any original issue discount or other amounts accrued will be included in our investment company
taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the
Annual Distribution Requirement and to avoid the 4% U.S. federal excise tax, even though we will not have received any corresponding
cash amount.
Warrants.
Gain or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the
lapse of such warrants generally are treated as capital gain or loss. The treatment of such gain or loss as long-term or short-term
generally depends on how long we held a particular warrant.
Foreign
Investments. In the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with
respect to those securities. We do not expect to satisfy the requirement to pass through to our stockholders their share of the
foreign taxes paid by us.
Passive
Foreign Investment Companies. We may invest in the stock of a foreign corporation which is classified as a “passive
foreign investment company” (within the meaning of Section 1297 of the Code), or “PFIC.” In general, unless
a special tax election has been made, we are required to pay tax at ordinary income rates on any gains and “excess distributions”
with respect to PFIC stock as if such items had been realized ratably over the period during which we held the PFIC stock, plus
an interest charge. Certain adverse tax consequences of a PFIC investment may be limited if we are eligible to elect alternative
tax treatment with respect to such investment. No assurances can be given that any such election will be available or that, if
available, we will make such an election. For these reasons, we intend to manage our holdings in passive foreign investment companies
to minimize our tax liability.
Foreign
Currency Transactions. Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between
the time we accrue income or other receivables or accrue expenses or other liabilities denominated in a foreign currency and the
time we actually collect such receivables or pay such liabilities generally are treated as ordinary income or loss. Similarly,
on disposition of debt instruments and certain other instruments denominated in a foreign currency, gains or losses attributable
to fluctuations if the value of the foreign currency between the date of acquisition of the instrument and the date of disposition
also are treated as ordinary gain or loss. These currency fluctuations related gains and losses may increase or decrease the amount
of our investment company taxable income to be distributed to our stockholders as ordinary income.
Failure
to Qualify as a RIC
If
we were unable to qualify for treatment as a RIC, and if certain cure provisions described below are not available, we would be
subject to tax on all of our taxable income (including our net capital gains) at regular corporate rates. We would not be able
to deduct distributions to stockholders, nor would they be required to be made. Distributions, including distributions of net
long-term capital gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current
and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible
to claim a dividend received deduction with respect to such dividend; non-corporate stockholders would generally be able to treat
such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions
in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the
stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a
RIC for a period greater than two taxable years, to qualify as a RIC in a subsequent year we may be subject to regular corporate
tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including
items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that
we elect to recognize on requalification or when recognized over the next five years.
The
remainder of this discussion assumes that we qualify for tax treatment as a RIC for each taxable year.
Taxation
of U.S. stockholders
Distributions
by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our “investment company
taxable income” (which is, generally, our net ordinary income plus realized net short-term capital gains in excess of realized
net long-term capital losses) are taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated
earnings and profits, whether paid in cash or reinvested in additional shares of our common stock. To the extent such distributions
paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain
qualified foreign corporations and if certain holding period requirements are met, such distributions generally will be treated
as qualified dividend income and eligible for a maximum U.S. federal tax rate of 20%. In this regard, it is anticipated that distributions
paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the 20% maximum U.S.
federal tax rate.
Distributions
of our net capital gain (which is generally our realized net long-term capital gains in excess of realized net short-term capital
losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital
gains (currently at a maximum U.S. federal tax rate of 20% in the case of individuals, trusts or estates), regardless of the U.S.
stockholder’s holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional
common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder’s adjusted tax basis
in such stockholder’s common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such
U.S. stockholder. Stockholders receiving dividends or distributions in the form of additional shares of our common stock purchased
in the market should be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount
of money that the stockholders receiving cash dividends or distributions will receive, and should have a cost basis in the shares
received equal to such amount. Stockholders receiving dividends in newly issued shares of our common stock will be treated as
receiving a distribution equal to the value of the shares received, and should have a cost basis of such amount.
Although
we currently intend to distribute any net long-term capital gains at least annually, we may in the future decide to retain some
or all of our net long-term capital gains but designate the retained amount as a “deemed distribution.” In that case,
among other consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include their share
of the deemed distribution in income as if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled
to claim a credit equal to their allocable share of the tax paid on the deemed distribution by us. The amount of the deemed distribution
net of such tax will be added to the U.S. stockholder’s tax basis for their common stock. Since we expect to pay tax on
any retained capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable
by individuals on long-term capital gains, the amount of tax that individual stockholders will be treated as having paid and for
which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed
as a credit against the U.S. stockholder’s other U.S. federal income tax obligations or may be refunded to the extent it
exceeds a stockholder’s liability for U.S. federal income tax. A stockholder that is not subject to U.S. federal income
tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return
on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach,
we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable
year. We cannot treat any of our investment company taxable income as a “deemed distribution.”
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions
received from us and net gains from redemptions or other taxable dispositions of our shares) of U.S. individuals, estates, and
trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted
gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
Generally,
you will be provided with a written notice each year reporting the amount of any (i) ordinary income dividends, and (ii) capital
gain dividends. For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2)
the amount of capital gain dividends paid for that year, we may, under certain circumstances, elect to treat a dividend that is
paid during the following taxable year as if it had been paid during the taxable year in question. If we make such an election,
the U.S. stockholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However,
if we pay you a dividend in January which was declared in the previous October, November or December to stockholders of record
on a specified date in one of these months, then the dividend will be treated for tax purposes as being paid by us and received
by you on December 31 of the year in which the dividend was declared. If an investor purchases shares of our stock shortly before
the record date of a distribution, the price of the shares will include the value of the distribution and the investor will be
subject to tax on the distribution even though it represents a return of its investment.
Dividend
Reinvestment Plan. Under the dividend reinvestment plan, if a U.S. stockholder owns shares of common stock registered
in its own name, the U.S. stockholder will have all cash distributions automatically reinvested in additional shares of common
stock unless the U.S. stockholder opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying
agent prior to the record date of the next dividend or distribution. See “Dividend Reinvestment Plan.” Any distributions
reinvested under the plan will nevertheless remain taxable to the U.S. stockholder. The U.S. stockholder will have an adjusted
basis in the additional common shares purchased through the plan equal to the amount of the reinvested distribution. The additional
shares will have a new holding period commencing on the day following the day on which the shares are credited to the U.S. stockholder’s
account.
Dispositions.
A U.S. stockholder generally will recognize gain or loss on the sale, exchange or other taxable disposition of shares
of our common stock in an amount equal to the difference between the U.S. stockholder’s adjusted basis in the shares disposed
of and the amount realized on their disposition. Generally, gain recognized by a U.S. stockholder on the disposition of shares
of our common stock will result in capital gain or loss to a U.S. stockholder, and will be a long-term capital gain or loss if
the shares have been held for more than one year at the time of sale. Any loss recognized by a U.S. stockholder upon the disposition
of shares of our common stock held for six months or less will be treated as a long-term capital loss to the extent of any capital
gain dividends received (including amounts credited as an undistributed capital gain dividend) by the U.S. stockholder. A loss
recognized by a U.S. stockholder on a disposition of shares of our common stock will be disallowed as a deduction if the U.S.
stockholder acquires additional shares of our common stock (whether through the automatic reinvestment of dividends or otherwise)
within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed. In this case,
the basis of the shares acquired will be adjusted to reflect the disallowed loss.
Tax
Shelter Reporting Regulations. Under applicable Treasury regulations, if a U.S. stockholder recognizes a loss with respect
to shares of $2 million or more for a non-corporate U.S. stockholder or $10 million or more for a corporate U.S. stockholder in
any single taxable year (or a greater loss over a combination of years), the U.S. stockholder must file with the IRS a disclosure
statement on Form 8886. Direct U.S. stockholders of portfolio securities are in many cases excepted from this reporting requirement,
but under current guidance, U.S. stockholders of a RIC are not excepted. Future guidance may extend the current exception from
this reporting requirement to U.S. stockholders of most or all RICs. The fact that a loss is reportable under these regulations
does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. stockholders should
consult their own tax advisers to determine the applicability of these regulations in light of their individual circumstances.
Backup
Withholding. We are required in certain circumstances to backup withhold on taxable dividends or distributions paid to
non-corporate U.S. stockholders who do not furnish us or the dividend-paying agent with their correct taxpayer identification
number (in the case of individuals, their social security number) and certain certifications, or who are otherwise subject to
backup withholding. Backup withholding is not an additional tax. Any amounts withheld from payments made to you may be refunded
or credited against your U.S. federal income tax liability, if any, provided that the required information is timely furnished
to the IRS.
Taxation
of non-U.S. stockholders
The
following discussion only applies to certain non-U.S. stockholders. Whether an investment in shares of our common stock is appropriate
for a non-U.S. stockholder depends upon that person’s particular circumstances. An investment in shares of our common stock
by a non-U.S. stockholder may have adverse tax consequences. Non-U.S. stockholders should consult their own tax advisers before
investing in shares of our common stock.
Actual
and Deemed Distributions; Dispositions. Distributions of ordinary income dividends to non-U.S. stockholders, subject to
the discussion below, are generally subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable
treaty) to the extent of our current or accumulated earnings and profits even if they are funded by income or gains (such as portfolio
interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a non-U.S. stockholder directly,
would not be subject to withholding. If the distributions are effectively connected with a U.S. trade or business of the Non-U.S.
stockholder, we will not be required to withhold federal tax if the Non-U.S. stockholder complies with applicable certification
and disclosure requirements, although the distributions will be subject to U.S. federal income tax at the rates applicable to
U.S. persons. (Special certification requirements apply to a Non-U.S. stockholder that is a foreign partnership or a foreign trust,
and such entities are urged to consult their own tax advisers.)
We
or the applicable withholding agent generally are not required to withhold any amounts with respect to certain distributions of
(i) U.S. source interest income, and (ii) net short term capital gains in excess of net long term capital losses, in each case
to the extent we properly report such distributions as “interest-related dividends” or “short-term capital gain
dividends” and certain other requirements were satisfied. We anticipate that a portion of our distributions will be eligible
for this exemption from withholding; however, we cannot determine what portion of our distributions (if any) will be eligible
for this exception until after the end of our taxable year. No certainty can be provided that any of our distributions will be
reported as eligible for this exception.
If
we distribute our net capital gains in the form of deemed rather than actual distributions, a non-U.S. stockholder will be entitled
to a federal income tax credit or tax refund equal to the stockholder’s allocable share of the tax we pay on the capital
gains deemed to have been distributed. In order to obtain the refund, the non-U.S. stockholder must obtain a U.S. taxpayer identification
number and file a federal income tax return even if the non-U.S. stockholder is not otherwise required to obtain a U.S. taxpayer
identification number or file a federal income tax return. For a non-U.S. stockholder, distributions (both actual and deemed),
and gains realized upon the sale of our common stock that are effectively connected with a U.S. trade or business may, under certain
circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for
by an applicable tax treaty). Accordingly, investment in shares of our common stock may not be appropriate for certain non-U.S.
stockholders.
Dividend
Reinvestment Plan. Under our dividend reinvestment plan, if a non-U.S. stockholder owns shares of common stock registered
in its own name, the non-U.S. stockholder will have all cash distributions automatically reinvested in additional shares of common
stock unless it opts out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent prior to
the record date of the next dividend or distribution. See “Dividend Reinvestment Plan.” If the distribution is a distribution
of our investment company taxable income, is not reported by us as a short-term capital gains dividend or interest-related dividend
and it is not effectively connected with a U.S. trade or business of the non-U.S. stockholder (or, if required by an applicable
income tax treaty, is not attributable to a U.S. permanent establishment of the non-U.S. stockholder), the amount distributed
(to the extent of our current or accumulated earnings and profits) will be subject to withholding of U.S. federal income tax at
a 30% rate (or lower rate provided by an applicable treaty) and only the net after-tax amount will be reinvested in common shares.
The non-U.S. stockholder will have an adjusted basis in the additional common shares purchased through the plan equal to the amount
reinvested. The additional shares will have a new holding period commencing on the day following the day on which the shares are
credited to the non-U.S. stockholder’s account.
Backup
Withholding. A non-U.S. stockholder who is a nonresident alien individual, and who is otherwise subject to withholding
of federal income tax, will be subject to information reporting, but may not be subject to backup withholding of federal income
tax on taxable dividends or distributions if the non-U.S. stockholder provides us or the dividend paying agent with an IRS Form
W-8BEN, IRS Form W-8BEN-E, or an acceptable substitute form. Backup withholding is not an additional tax. Any amounts withheld
from payments made to you may be refunded or credited against your U.S. federal income tax liability, if any, provided that the
required information is timely furnished to the IRS.
Foreign
Account Tax Compliance
Legislation
commonly referred to as the “Foreign Account Tax Compliance Act,” or “FATCA”, and the Treasury regulations
promulgated thereunder, generally impose a withholding tax of 30% on certain payments of U.S. source interest, dividends and other
fixed or determinable annual or periodical gains, profits, and income to foreign financial institutions (“FFIs”) unless
such FFIs enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held
by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners), or such FFIs reside in a jurisdiction
that has entered into an intergovernmental agreement with the IRS to provide such information and such FFIs comply with the terms
of such intergovernmental agreement and any enabling legislation or administrative authority with respect to such intergovernmental
agreement. The information required to be reported includes the identity and taxpayer identification number of each account holder
that is a U.S. person and transaction activity within the holder’s account. In addition, subject to certain exceptions,
this legislation also imposes a 30% withholding on payments to foreign entities that are not financial institutions unless such
foreign entities certify that they do not have any greater than 10% U.S. owner or provides the withholding agent with identifying
information on each greater than 10% U.S. owner. Depending on the status of a Non-U.S. Holder and the status of the intermediaries
through which they hold their shares, Non-U.S. Holders could be subject to this 30% withholding tax with respect to distributions
on their shares of our common stock and proceeds from the sale of their shares of our common stock. Under certain circumstances,
a Non-U.S. Holder might be eligible for refunds or credits of such taxes.
Each
prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements
with respect to the prospective investor’s own situation, including investments through an intermediary.
DESCRIPTION
OF COMMON STOCK
Please
refer to Exhibit 4.9 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC on March
3, 2021, which is incorporated by reference into this prospectus, for a description of our common stock. We
urge you to read the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided
to you related to any shares of our capital stock being offered.
DESCRIPTION
OF PREFERRED STOCK
In
addition to shares of common stock, our charter authorizes the issuance of preferred stock. If we offer preferred stock under
this prospectus, we will issue an appropriate prospectus supplement. We may issue preferred stock from time to time in one or
more classes or series, without stockholder approval. Prior to issuance of shares of each class or series, our Board is required
by Maryland law and by our charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations
as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Any such
an issuance must adhere to the requirements of the 1940 Act, Maryland law and any other limitations imposed by law.
The
following is a general description of the terms of the preferred stock we may issue from time to time. Particular terms of any
preferred stock we offer will be described in the prospectus supplement relating to such preferred stock.
If
we issue preferred stock, it will pay dividends to the holders of the preferred stock at either a fixed rate or a rate that will
be reset frequently based on short-term interest rates, as described in a prospectus supplement accompanying each preferred share
offering.
You
should note that any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act requires, among
other things, that (1) immediately after issuance and before any cash dividend or other distribution is made with respect
to our common stock and before any purchase of common stock is made, the liquidation preference of any preferred stock, together
with all other senior securities, must not exceed an amount equal to 662/3% of our total assets after deducting
the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred
stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors
if dividends on such preferred stock are in arrears by two full years or more. In addition, under the 1940 Act, shares of preferred
stock must be cumulative as to dividends and have a complete preference over our common stock to payment of their liquidation
preference in the event of a dissolution
Certain
matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example,
holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC.
We believe that the availability for issuance of preferred stock provides us with increased flexibility in structuring future
financings and acquisitions. However, we do not currently have any plans to issue preferred stock.
For
any class or series of preferred stock that we may issue, our Board will determine and the articles supplementary and prospectus
supplement relating to such class or series will describe:
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the
designation and number of shares of such class or series;
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the
rate, whether fixed or variable, and time at which, and the preferences and conditions
under which, any dividends will be paid on shares of such class or series, as well as
whether such dividends are participating or non-participating;
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any
provisions relating to convertibility or exchangeability of the shares of such class
or series, including adjustments to the conversion price of such class or series;
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the
rights and preferences, if any, of holders of shares of such class or series upon our
liquidation, dissolution or winding up of our affairs;
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the
voting powers, if any, of the holders of shares of such class or series;
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any
provisions relating to the redemption of the shares of such class or series;
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any
limitations on our ability to pay dividends or make distributions on, or acquire or redeem,
other securities while shares of such class or series are outstanding;
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any
conditions or restrictions on our ability to issue additional shares of such class or
series or other securities;
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if
applicable, a discussion of certain U.S. federal income tax considerations; and
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any
other relative powers, preferences and participating, optional or special rights of shares
of such class or series, and the qualifications, limitations or restrictions thereof.
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All
shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that
may be fixed by our Board, and all shares of each class or series of preferred stock will be identical and of equal rank except
as to the dates from which dividends, if any, thereon will be cumulative. We urge you to read the applicable prospectus supplement
and any free writing prospectus that we may authorize to be provided to you related to any preferred stock being offered, as well
as the complete articles supplementary that contain the terms of the applicable class or series of preferred stock.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
General
We
may issue subscription rights to our stockholders to purchase common stock. Subscription rights may be issued independently or
together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription
rights. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the
subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription
rights in such subscription rights offering. You should read the prospectus supplement related
to any such subscription rights offering.
The
applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus
is being delivered:
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the
period of time the offering would remain open (which shall be open a minimum number of
days such that all record holders would be eligible to participate in the offering and
shall not be open longer than 120 days)
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the
title of such subscription rights;
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the
exercise price for such subscription rights (or method of calculation thereof);
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the
ratio of the offering (which, in the case of transferable rights, will require a minimum
of three shares to be held of record before a person is entitled to purchase an additional
share);
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the
number of such subscription rights issued to each stockholder;
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the
extent to which such subscription rights are transferable and the market on which they
may be traded if they are transferable;
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if
applicable, a discussion of certain U.S. federal income tax considerations applicable
to the issuance or exercise of such subscription rights;
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the
date on which the right to exercise such subscription rights shall commence, and the
date on which such right shall expire (subject to any extension);
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the
extent to which such subscription rights include an over-subscription privilege with
respect to unsubscribed securities and the terms of such over-subscription privilege;
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any
termination right we may have in connection with such subscription rights offering; and
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any
other terms of such subscription rights, including exercise, settlement and other procedures
and limitations relating to the transfer and exercise of such subscription rights.
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Exercise
Of Subscription Rights
Each
subscription right would entitle the holder of the subscription right to purchase for cash such amount of shares of common stock
at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating
to the subscription rights offered thereby. Subscription rights may be exercised at any time up to the close of business on the
expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration
date, all unexercised subscription rights would become void.
Subscription
rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt
of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription
rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of
common stock purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed
offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, as set forth in the applicable prospectus supplement.
Dilutive
Effects
Any
stockholder who chooses not to participate in a rights offering should expect to own a smaller interest in us upon completion
of such rights offering. Any rights offering will dilute the ownership interest and voting power of stockholders who do not fully
exercise their subscription rights. Further, because the net proceeds per share from any rights offering may be lower than our
then current net asset value per share, the rights offering may reduce our net asset value per share. The amount of dilution that
a stockholder will experience could be substantial, particularly to the extent we engage in multiple rights offerings within a
limited time period. In addition, the market price of our common stock could be adversely affected while a rights offering is
ongoing as a result of the possibility that a significant number of additional shares may be issued upon completion of such rights
offering. All of our stockholders will also indirectly bear the expenses associated with any rights offering we may conduct, regardless
of whether they elect to exercise any rights.
DESCRIPTION
OF WARRANTS
The
following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants
we offer will be described in the prospectus supplement relating to such warrants. You should
read the prospectus supplement related to any warrants offering.
We
may issue warrants to purchase shares of our common stock, preferred stock or debt securities. Such warrants may be issued independently
or together with shares of common stock, preferred stock or debt securities and may be attached or separate from such securities.
We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The
warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or
beneficial owners of warrants.
A
prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:
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the
aggregate number of such warrants;
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the
title of such warrants;
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the
price or prices at which such warrants will be issued;
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the
currency or currencies, including composite currencies, in which the price of such warrants
may be payable;
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if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security or each principal amount of
such security;
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in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at which and the currency or currencies,
including composite currencies, in which this principal amount of debt securities may
be purchased upon such exercise;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares
of common stock or preferred stock, as the case may be, purchasable upon exercise of
one warrant and the price at which and the currency or currencies, including composite
currencies, in which these shares may be purchased upon such exercise;
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the
date on which the right to exercise such warrants shall commence and the date on which
such right will expire;
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whether
such warrants will be issued in registered form or bearer form;
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if
applicable, the minimum or maximum amount of such warrants which may be exercised at
any one time;
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if
applicable, the number of such warrants issued with each security;
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if
applicable, the date on and after which such warrants and the related securities will
be separately transferable;
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information
with respect to book-entry procedures, if any;
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the
terms of the securities issuable upon exercise of the warrants;
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if
applicable, a discussion of certain U.S. federal income tax considerations; and
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any
other terms of such warrants, including terms, procedures and limitations relating to
the exchange and exercise of such warrants.
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We
and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders
of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do
not materially and adversely affect the interests of the holders of the warrants.
Prior
to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon
such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any,
or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or,
in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon
our liquidation, dissolution or winding up or to exercise any voting rights.
Under
the 1940 Act, we may generally only offer warrants provided that (1) the warrants expire by their terms within ten years; (2)
the exercise or conversion price is not less than the current market value at the date of issuance; (3) our stockholders authorize
the proposal to issue such warrants, and our Board approves such issuance on the basis that the issuance is in the best interests
of us and our stockholders; and (4) if the warrants are accompanied by other securities, the warrants are not separately transferable
unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides
that the amount of our voting securities that would result from the exercise of all outstanding warrants at the time of issuance
may not exceed 25.0% of our outstanding voting securities.
DESCRIPTION
OF OUR DEBT SECURITIES
We
may issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the
particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found
in this prospectus and will be filed with the SEC. We urge you to read the applicable prospectus supplement and any free writing
prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well as the
complete indentures that contain the terms of the debt securities.
As
required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a
document called an “indenture.” An indenture is a contract between us and the financial institution acting as trustee
on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles.
First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee
acts on your behalf, described in the second paragraph under “—Events of Default—Remedies if an Event of Default
Occurs.” Second, the trustee performs certain administrative duties for us with respect to the debt securities.
This
section includes a description of the material provisions of the indenture. Any accompanying prospectus supplement will describe
any other material terms of the debt securities being offered thereunder. Because this section is a summary, however, it does
not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this
description, defines your rights as a holder of debt securities. A copy of the form of indenture is attached as an exhibit to
the registration statement of which this prospectus is a part. We will file a supplemental indenture with the SEC in connection
with any debt offering, at which time the supplemental indenture would be publicly available. See “Available Information”
for information on how to obtain a copy of the indenture.
The
prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered,
including among other things:
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the
designation or title of the series of debt securities;
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the
total principal amount of the series of debt securities;
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the
percentage of the principal amount at which the series of debt securities will be offered;
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the
date or dates on which principal will be payable;
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the
rate or rates (which may be either fixed or variable) and/or the method of determining
such rate or rates of interest, if any;
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the
date or dates from which any interest will accrue, or the method of determining such
date or dates, and the date or dates on which any interest will be payable;
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whether
any interest may be paid by issuing additional securities of the same series in lieu
of cash (and the terms upon which any such interest may be paid by issuing additional
securities);
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the
terms for redemption, extension or early repayment, if any;
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the
currencies in which the series of debt securities are issued and payable;
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whether
the amount of payments of principal, premium or interest, if any, on a series of debt
securities will be determined with reference to an index, formula or other method (which
could be based on one or more currencies, commodities, equity indices or other indices)
and how these amounts will be determined;
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the
place or places of payment, transfer, conversion and/or exchange of the debt securities;
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the
denominations in which the offered debt securities will be issued (if other than $1,000
and any integral multiple thereof);
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the
provision for any sinking fund;
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any
restrictive covenants;
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any
Events of Default (as defined in “Events of Default” below);
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whether
the series of debt securities is issuable in certificated form;
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any
provisions for defeasance or covenant defeasance;
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any
special federal income tax implications, including, if applicable, federal income tax
considerations relating to original issue discount;
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whether
and under what circumstances we will pay additional amounts in respect of any tax, assessment
or governmental charge and, if so, whether we will have the option to redeem the debt
securities rather than pay the additional amounts (and the terms of this option);
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any
provisions for convertibility or exchangeability of the debt securities into or for any
other securities;
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whether
the debt securities are subject to subordination and the terms of such subordination;
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whether
the debt securities are secured and the terms of any security interest;
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the
listing, if any, on a securities exchange; and
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The
debt securities may be secured or unsecured obligations. Under the provisions of the 1940 Act, we, as a BDC, are permitted to
issue debt only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance
of debt, but giving effect to any exemptive relief granted to us by the SEC. For a discussion of risks involved with incurring
additional leverage, see “Risk Factors” in our annual, quarterly and other reports filed with the SEC from time to
time. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by
us in immediately available funds.
General
The
indenture provides that any debt securities proposed to be sold under this prospectus and the accompanying prospectus supplement
(“offered debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange
of other offered securities (“underlying debt securities”) may be issued under the indenture in one or more series.
For
purposes of this prospectus, any reference to the payment of principal of, or premium or interest, if any, on, debt securities
will include additional amounts if required by the terms of the debt securities.
The
indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued
under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture
securities.” The indenture also provides that there may be more than one trustee thereunder, each with respect to one or
more different series of indenture securities. See “—Resignation of Trustee” below. At a time when two or more
trustees are acting under the indenture, each with respect to only certain series, the term “indenture securities”
means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there
is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will
extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under
the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.
Except
as described under “—Events of Default” and “—Merger or Consolidation” below, the indenture
does not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another
entity.
We
refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the
Events of Default or our covenants, as applicable, that are described below, including any addition of a covenant or other provision
providing event risk protection or similar protection.
We
have the ability to issue indenture securities with terms different from those of indenture securities previously issued and,
without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional
indenture securities of that series unless the reopening was restricted when that series was created.
Conversion
and Exchange
If
any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms
and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the
conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option
of the holder or us, provisions for adjusting the conversion price or the exchange ratio, and provisions affecting conversion
or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which
the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would
be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.
Issuance
of Securities in Registered Form
We
may issue the debt securities in registered form, in which case we may issue them either in book-entry form only or in “certificated”
form. Debt securities issued in book-entry form will be represented by global securities. We expect that we will usually issue
debt securities in book-entry only form represented by global securities.
Book-Entry
Holders
We
will issue registered debt securities in book-entry form only, unless we specify otherwise in the applicable prospectus supplement.
This means debt securities will be represented by one or more global securities registered in the name of a depositary that will
hold them on behalf of financial institutions that participate in the depositary’s book-entry system. These participating
institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions
may hold these interests on behalf of themselves or customers.
Under
the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security.
Consequently, for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities
and we will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives
to its participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not obligated to
do so under the terms of the debt securities.
As
a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through
a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest
through a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect
holders, and not holders, of the debt securities.
Street
Name Holders
In
the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose
to hold their debt securities in their own names or in “street name.” Debt securities held in street name are registered
in the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial
interest in those debt securities through the account he or she maintains at that institution.
For
debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in
whose names the debt securities are registered as the holders of those debt securities, and we will make all payments on those
debt securities to them. These institutions will pass along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors
who hold debt securities in street name will be indirect holders, and not holders, of the debt securities.
Legal
Holders
Our
obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable
trustee, run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests
in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an
indirect holder of a debt security or has no choice because we are issuing the debt securities only in book-entry form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even
if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect
holders but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend
an indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an
indenture), we would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and
how the holders contact the indirect holders is up to the holders.
When
we refer to you in this Description of Our Debt Securities, we mean those who invest in the debt securities being offered by this
prospectus, whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities,
we mean the debt securities in which you hold a direct or indirect interest.
Special
Considerations for Indirect Holders
If
you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we
urge you to check with that institution to find out:
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how
it handles securities payments and notices;
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whether
it imposes fees or charges;
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how
it would handle a request for the holders’ consent, if ever required;
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whether
and how you can instruct it to send you debt securities registered in your own name so
you can be a holder, if that is permitted in the future for a particular series of debt
securities;
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how
it would exercise rights under the debt securities if there were a default or other event
triggering the need for holders to act to protect their interests; and
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if
the debt securities are in book-entry form, how the depositary’s rules and procedures
will affect these matters.
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Global
Securities
As
noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents
one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities
will have the same terms.
Each
debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name
of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called
the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New
York, known as DTC, will be the depositary for all debt securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless
special termination situations arise. We describe those situations below under “—Termination of a Global Security.”
As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities
represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with
the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented
by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global
security.
Special
Considerations for Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds
the global security will be considered the holder of the debt securities represented by the global security.
If
debt securities are issued only in the form of a global security, an investor should be aware of the following:
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an
investor cannot cause the debt securities to be registered in his, her or its name and
cannot obtain certificates for his, her or its interest in the debt securities, except
in the special situations we describe below;
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an
investor will be an indirect holder and must look to his, her or its own bank or broker
for payments on the debt securities and protection of his, her or its legal rights relating
to the debt securities, as we describe under “—Issuance of Securities in
Registered Form” above;
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an
investor may not be able to sell interests in the debt securities to some insurance companies
and other institutions that are required by law to own their securities in non-book-entry
form;
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an
investor may not be able to pledge his, her or its interest in a global security in circumstances
where certificates representing the debt securities must be delivered to the lender or
other beneficiary of the pledge in order for the pledge to be effective;
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the
depositary’s policies, which may change from time to time, will govern payments,
transfers, exchanges and other matters relating to an investor’s interest in a
global security. We and the trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in a global security. We and the trustee
also do not supervise the depositary in any way;
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if
we redeem less than all the debt securities of a particular series being redeemed, DTC’s
practice is to determine by lot the amount to be redeemed from each of its participants
holding that series;
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an
investor is required to give notice of exercise of any option to elect repayment of its
debt securities, through its participant, to the applicable trustee and to deliver the
related debt securities by causing its participant to transfer its interest in those
debt securities, on DTC’s records, to the applicable trustee;
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DTC
requires that those who purchase and sell interests in a global security deposited in
its book-entry system use immediately available funds; your broker or bank may also require
you to use immediately available funds when purchasing or selling interests in a global
security; and
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financial
institutions that participate in the depositary’s book-entry system, and through
which an investor holds its interest in a global security, may also have their own policies
affecting payments, notices and other matters relating to the debt securities; there
may be more than one financial intermediary in the chain of ownership for an investor;
we do not monitor, nor are we responsible for the actions of, any of those intermediaries.
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Termination
of a Global Security
If
a global security is terminated for any reason, interests in it will be exchanged for certificates in non-book-entry form (certificated
securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will
be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security
transferred on termination to their own names, so that they will be holders. We have described the rights of legal holders and
street name investors under “—Issuance of Securities in Registered Form” above.
The
prospectus supplement may list situations for terminating a global security that would apply only to the particular series of
debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not us or the
applicable trustee, is responsible for deciding the investors in whose names the debt securities represented by the global security
will be registered and, therefore, who will be the holders of those debt securities.
Payment
and Paying Agents
We
will pay interest to the person listed in the applicable trustee’s records as the owner of the debt security at the close
of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security
on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the “record date.”
Since we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities
must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt
securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular
interest period. This prorated interest amount is called “accrued interest.”
Payments
on Global Securities
We
will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to
time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders
who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the
rules and practices of the depositary and its participants, as described under “—Special Considerations for Global
Securities.”
Payments
on Certificated Securities
We
will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date to
the holder of debt securities as shown on the trustee’s records as of the close of business on the regular record date at
our office and/or at other offices that may be specified in the prospectus supplement. We will make all payments of principal
and premium, if any, by check at the office of the applicable trustee in New York, New York and/or at other offices that may be
specified in the prospectus supplement or in a notice to holders against surrender of the debt security.
Alternatively,
at our option, we may pay any cash interest that becomes due on the debt security by mailing a check to the holder at his, her,
or its address shown on the trustee’s records as of the close of business on the regular record date or by transfer to an
account at a bank in the United States, in either case, on the due date.
Payment
When Offices Are Closed
If
any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a
business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made
on the original due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in
a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date
to the next day that is a business day.
Book-entry
and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt
securities.
Events
of Default
You
will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described
later in this subsection.
The
term “Event of Default” in respect of the debt securities of your series means any of the following:
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we
do not pay the principal of (or premium, if any, on) a debt security of the series within
five days of its due date;
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we
do not pay interest on a debt security of the series within 30 days of its due date;
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we
do not deposit any sinking fund payment in respect of debt securities of the series within
five days of its due date;
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we
remain in breach of a covenant in respect of debt securities of the series for 60 days
after we receive a written notice of default stating we are in breach (the notice must
be sent by either the trustee or holders of at least 25.0% of the principal amount of
debt securities of the series);
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we
voluntarily file for bankruptcy or consent to the commencement of certain other events
of bankruptcy, insolvency or reorganization;
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a
court of competent jurisdiction enters an order or decree under bankruptcy law that is
for relief against us in an involuntary case or proceeding, adjudges us bankrupt or insolvent
or orders the winding up or liquidation of us and the continuance of any such decree
or order remains undischarged or unstayed for a period of 90 days;
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the
series of debt securities has an asset coverage, as such term is defined in the 1940
Act, of less than 100.0% on the last business day of each of 24 consecutive calendar
months, giving effect to any exemptive relief granted to us by the SEC; or
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any
other Event of Default in respect of debt securities of the series described in the prospectus
supplement occurs.
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An
Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other
series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt
securities of any default, except in the payment of principal, premium, interest, or sinking or purchase fund installment, if
it in good faith considers the withholding of notice to be in the interest of the holders.
Remedies
if an Event of Default Occurs
If
an Event of Default has occurred and is continuing, the trustee or the holders of not less than 25.0% in principal amount of the
outstanding debt securities of the affected series may (and the trustee shall at the request of such holders) declare the entire
principal amount of all the outstanding debt securities of that series to be due and immediately payable by a notice in writing
to us (and to the trustee if given by such holders). This is called a declaration of acceleration of maturity. A declaration of
acceleration of maturity may be canceled by the holders of a majority in principal amount of the outstanding debt securities of
the affected series if (1) we have deposited with the trustee all amounts due and owing with respect to the securities (other
than principal that has become due solely by reason of such acceleration) and certain other amounts, and (2) any other Events
of Default have been cured or waived.
The
trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee
protection from expenses and liability reasonably satisfactory to it (called an “indemnity”). If indemnity reasonably
satisfactory to the trustee is provided, the holders of a majority in principal amount of the outstanding debt securities of the
relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in
exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.
Before
you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce
your rights or protect your interests relating to the debt securities, the following must occur:
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you
must give the trustee written notice that an Event of Default with respect to the relevant
series of debt securities has occurred and remains uncured;
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the
holders of at least 25.0% in principal amount of all outstanding debt securities of the
relevant series must make a written request that the trustee take action because of the
default and must offer indemnity, security, or both reasonably satisfactory to the trustee
against the costs, expenses, and other liabilities of taking that action;
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the
trustee must not have taken action for 60 days after receipt of the above notice and
offer of indemnity and/or security; and
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the
holders of a majority in principal amount of the outstanding debt securities of that
series must not have given the trustee a direction inconsistent with the above notice
during that 60-day period.
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However,
you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.
Book-entry
and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make
a request of the trustee and how to declare or cancel an acceleration of maturity.
Each
year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are
in compliance with the indenture and the debt securities, or else specifying any default.
Waiver
of Default
Holders
of a majority in principal amount of the outstanding debt securities of the affected series may waive any past defaults other
than a default:
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in
the payment of principal, any premium or interest; or
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in
respect of a covenant that cannot be modified or amended without the consent of each
holder.
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Merger
or Consolidation
Under
the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell
all or substantially all of our assets to another entity. However, we may not take any of these actions unless all the following
conditions are met:
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where
we merge out of existence or sell substantially all of our assets, the resulting entity
or transferee must agree to be legally responsible for our obligations under the debt
securities;
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the
merger or sale of assets must not cause a default on the debt securities and we must
not already be in default (unless the merger or sale would cure the default). For purposes
of this no-default test, a default would include an Event of Default that has occurred
and has not been cured, as described under “Events of Default” above. A default
for this purpose would also include any event that would be an Event of Default if the
requirements for giving us a notice of default or our default having to exist for a specific
period of time were disregarded;
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we
must deliver certain certificates and documents to the trustee; and
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we
must satisfy any other requirements specified in the prospectus supplement relating to
a particular series of debt securities.
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Modification
or Waiver
There
are three types of changes we can make to the indenture and the debt securities issued thereunder.
Changes
Requiring Your Approval
First,
there are changes that we cannot make to your debt securities without your specific approval. The following is a list of those
types of changes:
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change
the stated maturity of the principal of or interest on a debt security or the terms of
any sinking fund with respect to any security;
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reduce
any amounts due on a debt security;
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reduce
the amount of principal payable upon acceleration of the maturity of an original issue
discount or indexed security following a default or upon the redemption thereof or the
amount thereof provable in a bankruptcy proceeding;
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adversely
affect any right of repayment at the holder’s option;
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change
the place or currency of payment on a debt security (except as otherwise described in
the prospectus or prospectus supplement);
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impair
your right to sue for payment;
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adversely
affect any right to convert or exchange a debt security in accordance with its terms;
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modify
the subordination provisions in the indenture in a manner that is adverse to outstanding
holders of the debt securities;
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reduce
the percentage of holders of debt securities whose consent is needed to modify or amend
the indenture;
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reduce
the percentage of holders of debt securities whose consent is needed to waive compliance
with certain provisions of the indenture or to waive certain defaults;
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modify
any other aspect of the provisions of the indenture dealing with supplemental indentures
with the consent of holders, waiver of past defaults, changes to the quorum or voting
requirements or the waiver of certain covenants; and
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change
any obligation we have to pay additional amounts.
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Changes
Not Requiring Approval
The
second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications,
establishment of the form or terms of new securities of any series as permitted by the indenture and certain other changes that
would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval
to make any change that affects only debt securities to be issued under the indenture after the change takes effect.
Changes
Requiring Majority Approval
Any
other change to the indenture and the debt securities would require the following approval:
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if
the change affects only one series of debt securities, it must be approved by the holders
of a majority in principal amount of that series; and
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if
the change affects more than one series of debt securities issued under the same indenture,
it must be approved by the holders of a majority in principal amount of all of the series
affected by the change, with all affected series voting together as one class for this
purpose.
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In
each case, the required approval must be given by written consent.
The
holders of a majority in principal amount of a series of debt securities issued under the indenture, voting together as one class
for this purpose, may waive our compliance with some of the covenants applicable to that series of debt securities. However, we
cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “—Changes
Requiring Your Approval.”
Further
Details Concerning Voting
When
taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:
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for
original issue discount securities, we will use the principal amount that would be due
and payable on the voting date if the maturity of these debt securities were accelerated
to that date because of a default;
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for
debt securities whose principal amount is not known (for example, because it is based
on an index), we will use the principal face amount at original issuance or a special
rule for that debt security described in the prospectus supplement; and
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for
debt securities denominated in one or more foreign currencies, we will use the U.S. dollar
equivalent.
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Debt
securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust
money for their payment or redemption or if we, any other obligor, or any affiliate of us or any obligor own such debt securities.
Debt securities will also not be eligible to vote if they have been fully defeased as described later under “—Defeasance—Full
Defeasance”.
We
will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture
securities that are entitled to vote or take other action under the indenture. However, the record date may not be more than 30
days before the date of the first solicitation of holders to vote on or take such action. If we set a record date for a vote or
other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of
outstanding indenture securities of those series on the record date and must be taken within 11 months following the record date.
Book-entry
and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we
seek to change the indenture or the debt securities or request a waiver.
Defeasance
The
following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement
that the provisions of covenant defeasance and full defeasance will not be applicable to that series.
Covenant
Defeasance
Under
current U.S. federal tax law and the indenture, we can make the deposit described below and be released from some of the restrictive
covenants in the indenture under which the particular series was issued. This is called “covenant defeasance”. In
that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government
securities set aside in trust to repay your debt securities. If we achieved covenant defeasance and your debt securities were
subordinated as described under “—Indenture Provisions—Subordination” below, such subordination would
not prevent the trustee under the indenture from applying the funds available to it from the deposit described in the first bullet
below to the payment of amounts due in respect of such debt securities for the benefit of the subordinated debt holders. In order
to achieve covenant defeasance, the following must occur:
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we
must deposit in trust for the benefit of all holders of a series of debt securities a
combination of cash (in such currency in which such securities are then specified as
payable at stated maturity) or government obligations applicable to such securities (determined
on the basis of the currency in which such securities are then specified as payable at
stated maturity) that will generate enough cash to make interest, principal and any other
payments on the debt securities on their various due dates and any mandatory sinking
fund payments or analogous payments;
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we
must deliver to the trustee a legal opinion of our counsel confirming that, under current
U.S. federal income tax law, we may make the above deposit without causing you to be
taxed on the debt securities any differently than if we did not make the deposit;
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we
must deliver to the trustee a legal opinion of our counsel stating that the above deposit
does not require registration by us under the 1940 Act and a legal opinion and officers’
certificate stating that all conditions precedent to covenant defeasance have been complied
with;
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defeasance
must not result in a breach or violation of, or result in a default under, of the indenture
or any of our other material agreements or instruments, as applicable;
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no
default or event of default with respect to such debt securities shall have occurred
and be continuing and no defaults or events of default related to bankruptcy, insolvency
or reorganization shall occur during the next 90 days; and
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satisfy
the conditions for covenant defeasance contained in any supplemental indentures.
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If
we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in
the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred
(such as our bankruptcy) and the debt securities became immediately due and payable, there might be such a shortfall. However,
there is no assurance that we would have sufficient funds to make payment of the shortfall.
Full
Defeasance
If
there is a change in U.S. federal tax law or we obtain an IRS ruling, as described in the second bullet below, we can legally
release ourself from all payment and other obligations on the debt securities of a particular series (called “full defeasance”)
if we put in place the following other arrangements for you to be repaid:
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we
must deposit in trust for the benefit of all holders of a series of debt securities a
combination of cash (in such currency in which such securities are then specified as
payable at stated maturity) or government obligations applicable to such securities (determined
on the basis of the currency in which such securities are then specified as payable at
stated maturity) that will generate enough cash to make interest, principal and any other
payments on the debt securities on their various due dates and any mandatory sinking
fund payments or analogous payments;
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we
must deliver to the trustee a legal opinion confirming that there has been a change in
current U.S. federal tax law or an IRS ruling that allows us to make the above deposit
without causing you to be taxed on the debt securities any differently than if we did
not make the deposit. Under current U.S. federal tax law, the deposit and our legal release
from the debt securities would be treated as though we paid you your share of the cash
and notes or bonds at the time the cash and notes or bonds were deposited in trust in
exchange for your debt securities and you would recognize gain or loss on the debt securities
at the time of the deposit;
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we
must deliver to the trustee a legal opinion of our counsel stating that the above deposit
does not require registration by us under the 1940 Act and a legal opinion and officers’
certificate stating that all conditions precedent to defeasance have been complied with;
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defeasance
must not result in a breach or violation of, or constitute a default under, of the indenture
or any of our other material agreements or instruments, as applicable;
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no
default or event of default with respect to such debt securities shall have occurred
and be continuing and no defaults or events of default related to bankruptcy, insolvency
or reorganization shall occur during the next 90 days; and
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satisfy
the conditions for full defeasance contained in any supplemental indentures.
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If
we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of
the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors, as applicable, if we ever became bankrupt or insolvent.
If your debt securities were subordinated as described later under “—Indenture Provisions—Subordination”,
such subordination would not prevent the trustee under the indenture from applying the funds available to it from the deposit
referred to in the first bullet of the preceding paragraph to the payment of amounts due in respect of such debt securities for
the benefit of the subordinated debt holders.
Form,
Exchange and Transfer of Certificated Registered Securities
If
registered debt securities cease to be issued in book-entry form, they will be issued:
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only
in fully registered certificated form;
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without
interest coupons; and
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unless
we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts
that are multiples of $1,000.
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Holders
may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities
of larger denominations, as long as the total principal amount is not changed and as long as the denomination is greater than
the minimum denomination for such securities.
Holders
may exchange or transfer their certificated securities at the office of the trustee. We have appointed the trustee to act as our
agent for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform
these functions or perform them ourself.
Holders
will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to
pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only
if our transfer agent, as applicable, is satisfied with the holder’s proof of legal ownership.
If
we have designated additional transfer agents for your debt security, they will be named in the prospectus supplement. We may
appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in
the office through which any transfer agent acts.
If
any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series,
we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the
notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We
may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that we will
continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.
If
a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the debt
security as described in this subsection, since it will be the sole holder of the debt security.
Resignation
of Trustee
Each
trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee
is appointed to act with respect to these series and has accepted such appointment. In the event that two or more persons are
acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a
trustee of a trust separate and apart from the trust administered by any other trustee.
Indenture
Provisions—Subordination
Upon
any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of
(and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated
to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined
below), but our obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated
debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking
fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due
in respect of the principal (and premium, if any), sinking fund and interest on Senior Indebtedness has been made or duly provided
for in money or money’s worth.
In
the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities
or by the holders of any of such subordinated debt securities, upon our dissolution, winding up, liquidation or reorganization
before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Senior Indebtedness
or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness
has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness.
Subject to the payment in full of all Senior Indebtedness upon this distribution by us, the holders of such subordinated debt
securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders
of the Senior Indebtedness out of the distributive share of such subordinated debt securities.
By
reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors
may recover more, ratably, than holders of any subordinated debt securities or the holders of any indenture securities that are
not Senior Indebtedness. The indenture provides that these subordination provisions will not apply to money and securities held
in trust under the defeasance provisions of the indenture.
Senior
Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:
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our
indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred,
assumed or guaranteed, for money borrowed that we have designated as “Senior Indebtedness”
for purposes of the indenture and in accordance with the terms of the indenture (including
any indenture securities designated as Senior Indebtedness), and
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renewals,
extensions, modifications and refinancings of any of this indebtedness.
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If
this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated
debt securities, the accompanying prospectus supplement will set forth the approximate amount of our Senior Indebtedness and of
our other Indebtedness outstanding as of a recent date.
Secured
Indebtedness and Ranking
Certain
of our indebtedness, including certain series of indenture securities, may be secured. The prospectus supplement for each series
of indenture securities will describe the terms of any security interest for such series and will indicate the approximate amount
of our secured indebtedness as of a recent date. Any unsecured indenture securities will effectively rank junior to any secured
indebtedness, including any secured indenture securities, that we incur in the future to the extent of the value of the assets
securing such future secured indebtedness. The debt securities, whether secured or unsecured, will rank structurally junior to
all existing and future indebtedness (including trade payables) incurred by any subsidiaries, financing vehicles, or similar facilities
we may have.
In
the event of our bankruptcy, liquidation, reorganization or other winding up any of our assets that secure secured debt will be
available to pay obligations on unsecured debt securities only after all indebtedness under such secured debt has been repaid
in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all unsecured
debt securities then outstanding after fulfillment of this obligation. As a result, the holders of unsecured indenture securities
may recover less, ratably, than holders of any of our secured indebtedness.
The
Trustee under the Indenture
U.S
Bank National Association serves as the trustee under the indenture.
ISSUANCE
OF OPTIONS, WARRANTS OR SECURITIES TO SUBSCRIBE FOR
OR CONVERTIBLE INTO SHARES OF OUR COMMON STOCK
At
our 2018 annual stockholders meeting, our stockholders approved our ability to sell or otherwise issue options, warrants or rights
to subscribe to, convert to, or purchase shares of our common stock, which may include convertible preferred stock and convertible
debentures, under appropriate circumstances in connection with our capital raising and financing activities, subject to applicable
restrictions under the 1940 Act (including, without limitation, that the number of shares issuable does not exceed 25% of our
then-outstanding common stock and that the exercise or conversion price thereof is not, at the date of issuance, less than the
market value per share of our common stock). Such authorization has no expiration. Any exercise of options, warrants or securities
to subscribe for or convertible into shares of our common stock at an exercise or conversion price that is below net asset value
at the time of such exercise or conversion would result in an immediate dilution to existing common stockholders. This dilution
would include reduction in net asset value as a result of the proportionately greater decrease in the stockholders’ interest
in our earnings and assets and their voting interest than the increase in our assets resulting from such offering.
As
a result of obtaining this authorization, in order to sell or otherwise issue options, warrants or securities to subscribe for
or convertible into shares of our common stock, (a) the exercise or conversion feature of the options, warrants or rights must
expire within 10 years of issuance; (b) with respect to such securities that are accompanied by other securities when issued,
the securities cannot be separately transferable unless no class of such securities and the other securities that accompany them
has been publicly distributed; (c) the exercise or conversion price for the options, warrants or rights must not be less than
the current market value of the common stock at the date of the issuance of the options, warrants or rights; (d) a majority of
our directors who are not “interested persons” of the Company as defined in the 1940 Act shall have approved each
individual issuance of options, warrants or rights and determined that each such issuance is in the best interests of the Company
and our stockholders; and (e) the number of shares of our common stock that would result from the exercise or conversion of such
securities and all other securities convertible, exercisable or exchangeable into shares of our common stock outstanding at the
time of issuance of such securities must not exceed 25% of our outstanding common stock at such time.
We
could also sell shares of common stock below net asset value per share in certain other circumstances, including through subscription
rights issued in rights offerings. See “Description of Subscription Rights” in this prospectus and “Risk Factors”
in our most recent Annual Report on Form 10-K, as well as in any of our subsequent SEC filings.
REGULATION
We
are subject to regulation as described in “Item 1. Business — Regulation” of our most recent
annual report on Form 10-K, which is incorporated by reference herein.
PLAN
OF DISTRIBUTION
We may offer from
time to time, in one or more offerings or series, up to $500,000,000 of our common stock, preferred stock, debt securities, subscription
rights to purchase shares of our common stock, and/or warrants representing rights to purchase shares of our common stock, preferred
stock or debt securities, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block
trades, best efforts offerings or a combination of these methods. In addition, this prospectus
relates to 1,794,007 shares of our common stock (the “Selling Stockholder Shares”) that may be sold by the Selling
Stockholders identified under “Selling Stockholders” pursuant to one or more of the methods described above.
We and/or the Selling
Stockholders may sell the securities through underwriters or dealers, directly to one or more purchasers, including existing stockholders
in a rights offering by us, through agents or through a combination of any such methods of sale. In the case of a rights offering,
the applicable prospectus supplement will set forth the number of shares of our common stock issuable upon the exercise of each
right and the other terms of such rights offering. Any underwriter or agent involved in the offer and sale of the securities will
be named in the applicable prospectus supplement. A prospectus supplement or supplements will also describe the terms of the offering
of the securities, including: the purchase price of the securities and the proceeds we and/or the Selling Stockholders will receive
from the sale; any over-allotment options under which underwriters may purchase additional securities from us or the Selling Stockholders;
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; the public
offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market on
which the securities may be listed. Only underwriters named in the prospectus supplement will be underwriters of the securities
offered by the prospectus supplement.
The distribution of
the securities by us and/or the Selling Stockholders may be effected from time to time in one or more transactions at a fixed price
or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices,
or at negotiated prices, provided, however, that, in connection with a sale by us, the offering price per share of common stock,
less any underwriting commissions and discounts or agency fees paid, must equal or exceed the net asset value per share of our
common stock at the time of the offering except (i) in connection with a rights offering to our existing stockholders, (ii) with
the prior approval of the majority (as defined in the 1940 Act) of our common stockholders, or (iii) under such other circumstances
as the SEC may permit. Any offering of securities by us that requires the consent of the majority of our common stockholders, must
occur, if at all, within one year after receiving such consent. The price at which the securities may be distributed may represent
a discount from prevailing market prices.
In
connection with the sale of our securities and the Selling Stockholder Shares, underwriters or agents may receive compensation
from us and/or the Selling Stockholders or from purchasers of our securities, for whom they may act as agents, in the form of
discounts, concessions or commissions. Our common stockholders will bear, directly or indirectly, such expenses payable by us,
as well as any other fees and the expenses incurred by us in connection with any offering of the securities, including debt securities.
Underwriters
may sell our securities and the Selling Stockholder Shares to or through dealers and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the distribution of our securities and the Selling Stockholder
Shares may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and/or
the Selling Stockholders and any profit realized by them on the resale of our securities may be deemed to be underwriting discounts
and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received
from us and/or the Selling Stockholders will be described in the applicable prospectus supplement.
Any underwriter may
engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act in connection with an offering by us and/or the Selling Stockholders. Over-allotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions
involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution
is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters
may discontinue any of the activities at any time.
Any
underwriters that are qualified market makers on the NYSE may engage in passive market-making transactions in our common stock,
preferred stock, subscription rights, warrants or debt securities, as applicable, on the NYSE in accordance with Regulation M
under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales
of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive
market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid
for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market
maker’s bid must then be lowered when certain purchase limits are exceeded.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
Unless
otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no trading
market, other than our common stock, which is listed on the NYSE under the symbol “TPVG”. We may elect to list any
other class or series of securities on any exchanges, but we are not obligated to do so. We cannot guarantee the liquidity of
the trading markets for any securities.
Under
agreements into which we or the Selling Stockholders may enter, underwriters, dealers and agents who participate in the distribution
of our securities and/or the Selling Stockholder Shares may be entitled to indemnification by us or the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make with respect to these liabilities.
Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.
If
so indicated in the applicable prospectus supplement, we and/or the Selling Stockholders will authorize underwriters or other
persons acting as our and/or the Selling Stockholders’ agents to solicit offers by certain institutions to purchase our
securities from us or the Selling Stockholder Shares from the Selling Stockholders pursuant to contracts providing for payment
and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions
must be approved by us and/or the Selling Stockholders. The obligations of any purchaser under any such contract will be subject
to the condition that the purchase of our securities and/or the Selling Stockholder Shares shall not at the time of delivery be
prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will
not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to
those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for
solicitation of such contracts.
We
may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales
or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives
to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not
identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).
In
order to comply with the securities laws of certain states, if applicable, our securities and the Selling Stockholder Shares offered
hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states,
our securities and/or the Selling Stockholder Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We
will pay customary costs and expenses of the registration of the Selling Stockholder Shares pursuant to the Securities Purchase
Agreement, including SEC filing fees and expenses of compliance with state securities or “blue sky” laws, as well
as fees and disbursements of counsel for each of the Selling Stockholders incurred by the
Selling Stockholders in connection with the sale of the Selling Stockholder Shares (subject
to a cap of $25,000 in the aggregate for all of the Selling Stockholders in connection with each registered offering under the
terms of the Securities Purchase Agreement and $75,000 in the aggregate for all of the Selling Stockholders in connection with
all such offerings). However, the Selling Stockholders will pay all underwriting discounts and selling commissions, if
any, attributable to sales of Selling Stockholder Shares. Under the terms of the Securities Purchase Agreement, will indemnify
the Selling Stockholders against liabilities, including liabilities under the Securities Act, or the Selling Stockholders
will be entitled to contribution.
We
may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the Selling Stockholders specifically for use in this prospectus, or
we may be entitled to contribution.
There
can be no assurance that any Selling Stockholders will sell any or all of the Selling Stockholder Shares registered pursuant to
the registration statement of which this prospectus forms a part. Once sold under the registration statement, of which this prospectus
forms a part, the Selling Stockholder Shares will be freely tradable in the hands of persons other than our affiliates.
CUSTODIAN,
TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR
Our
securities and proceeds from such securities are held by U.S. Bank, N.A. or by MUFG Union Bank, N.A. pursuant to the applicable
custody agreement. The principal business address of U.S. Bank, N.A. is 190 S. LaSalle Street, 10th Floor, Chicago, IL 60603.
The principal business address of MUFG Union Bank, N.A. is 350 California Street, 17th Floor, San Francisco, CA 94104.
American
Stock Transfer & Trust Company, LLC will serve as our transfer agent, distribution paying agent and registrar. The principal
business address of American Stock Transfer & Trust Company, LLC is 6201 15th Avenue, Brooklyn, NY 11219.
BROKERAGE
ALLOCATION AND OTHER PRACTICES
Since
we acquire and dispose of many of our investments in privately negotiated transactions, many of the transactions that we engage
in do not require the use of brokers or the payment of brokerage commissions. Subject to policies established by our Board, our
Adviser is primarily responsible for selecting brokers and dealers to execute transactions with respect to the publicly traded
securities portion of our portfolio transactions and the allocation of brokerage commissions. Our Adviser does not execute transactions
through any particular broker or dealer but seeks to obtain the best net results for us under the circumstances, taking into account
such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution
and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. Our Adviser generally
seeks reasonably competitive trade execution costs but does not necessarily pay the lowest spread or commission available. Subject
to applicable legal requirements, our Adviser may select a broker based upon brokerage or research services provided to our Adviser
and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if our
Adviser determines in good faith that such commission is reasonable in relation to the services provided. We also pay brokerage
commissions incurred in connection with open-market purchases pursuant to our dividend reinvestment plan. The aggregate amount
of brokerage commissions paid by us during the three most recent fiscal years is $38,000.
LEGAL
MATTERS
The
legality of the securities offered hereby will be passed upon for the Company by Dechert LLP, Washington, DC. Certain legal matters
in connection with the offering will be passed upon for the underwriters, if any, by the counsel named in the prospectus supplement.
EXPERTS
Deloitte
& Touche LLP, located at 555 Mission Street, Suite 1400, San Francisco, California 94105, is the independent registered public
accounting firm of the Company.
The
audited consolidated financial statements of the Company appearing in our Annual Report on Form 10-K for the year ended December
31, 2020 and incorporated in this prospectus by reference have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm. Such consolidated financial statements are incorporated by reference in reliance on the report of Deloitte
& Touche LLP given on their authority as experts in accounting and auditing. The senior securities table of the Company, incorporated
in this prospectus and elsewhere in this registration statement by reference, has been so incorporated in reliance upon the report
of Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report incorporated by reference
as an exhibit to the registration statement of which this prospectus is part.
INCORPORATION
BY REFERENCE
This
prospectus is part of a registration statement that we have filed with the SEC. Pursuant to the Small Business Credit Availability
Act, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC will automatically
update and may supersede information in this prospectus, any accompanying prospectus supplement and information previously filed
with the SEC.
We
incorporate by reference into this prospectus the documents listed below that we have previously filed with the SEC, and any reports
and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of the securities covered by this prospectus, including all such filings we may file with the SEC after the date
of the initial filing of the registration statement of which this prospectus is part and prior to its effectiveness, will also
be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such
reports and documents; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K, or
other information “furnished” to the SEC, which is not deemed filed is not and will not be incorporated by reference
in this prospectus and any accompanying prospectus supplement:
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our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the
SEC on March 3, 2021;
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our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 9, 2021;
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any
description of shares of our common stock contained in a registration statement filed
pursuant to the Exchange Act and any amendment or report filed for the purpose of updating
such description;
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our
Articles of Amendment and Restatement, dated November
22, 2013 (a form of which was filed with the SEC as Exhibit (a) to Pre-Effective
Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement
on Form N-2 (File No. 333-191871) on January 22, 2014); and
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our
Amended and Restated Bylaws (a form of which was filed with the SEC as to Exhibit
(b) to Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s
registration statement on Form N-2 (File No. 333-191871) on January 22,
2014).
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To
obtain copies of these filings, see “Available Information.”
AVAILABLE
INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information
set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by
the rules and regulations of the SEC. For further information with respect to us and the securities we are offering under this
prospectus, we refer you to the registration statement, including the exhibits filed as a part of the registration statement.
Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete.
If a contract or other document has been filed as an exhibit to the registration statement, please see the copy of the contract
or document that has been filed. Each statement in this prospectus relating to a contract or document filed or incorporated by
reference as an exhibit is qualified in all respects by such exhibit.
We
file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational
requirements of the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other
information filed electronically by us with the SEC, which are available free of charge at www.sec.gov. This information
is also available free of charge by contacting us by telephone at (650) 854-2090 or on our website at www.tpvg.com. Information
contained on our website is not incorporated by reference into this prospectus or any prospectus supplement, and you should not
consider that information to be part of this prospectus or any prospectus supplement.
You
can request a copy of any of our SEC filings (other than exhibits, unless the exhibits are
specifically incorporated by reference into these documents), including those incorporated by reference herein, at no cost,
by writing or telephoning us at the following address or telephone number:
TriplePoint
Venture Growth BDC Corp.
2755
Sand Hill Road, Suite 150
Menlo
Park, California 94025
(650)
854-2090
Attn:
Secretary
$500,000,000
TriplePoint
Venture Growth BDC Corp.
Common
Stock
Preferred
Stock
Subscription
Rights
Warrants
Debt
Securities
PROSPECTUS
,
2021
TRIPLEPOINT
VENTURE GROWTH BDC CORP.
PART
C
OTHER
INFORMATION
Item
25. Financial Statements and Exhibits
The
consolidated financial statements as of December 31, 2020 and December 31, 2019 and for each of the three years in the period
ended December 31, 2020 have been incorporated by reference in this registration statement in “Part A—Information
Required in a Prospectus” in reliance on the report of Deloitte & Touche LLP, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
(a)
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Articles
of Amendment and Restatement (Incorporated by reference to Exhibit (a) to Pre-Effective Amendment No. 1 to TriplePoint
Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22,
2014)
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(b)
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Amended
and Restated Bylaws (Incorporated by reference to Exhibit (b) to Pre-Effective Amendment No. 1 to TriplePoint Venture
Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014)
|
|
|
|
(c)
|
|
Not applicable
|
|
|
|
(d)(1)
|
|
Form
of Stock Certificate (Incorporated by reference to Exhibit (d) to Pre-Effective Amendment No. 1 to TriplePoint Venture
Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014)
|
|
|
|
(d)(2)
|
|
Indenture
between TriplePoint Venture Growth BDC Corp. and U.S. National Bank Association, as trustee, dated July 31, 2015 (Incorporated
by reference to Exhibit (1) to TriplePoint Venture Growth BDC Corp.’s Form 8-A (File No. 001-36328) on August 4, 2015)
|
|
|
|
(d)(3)
|
|
Form T-1 Statement of Eligibility of U.S. Bank National Association, as Trustee, with respect to the Form of Indenture*
|
|
|
|
(d)(4)
|
|
Second Supplemental Indenture relating to the 5.75% Notes due 2022, between TriplePoint Venture Growth BDC Corp. and U.S. National Bank Association, as trustee, dated July 14, 2017 (Incorporated by reference to Exhibit d(6) to Post-Effective Amendment No. 6 to TriplePoint Venture Growth BDC Corp.’s Registration Statement on Form N-2 (File No. 333-204933) filed on July 14, 2017)
|
|
|
|
(d)(5)
|
|
Form of Global Note with respect to 5.75% Notes due 2022 (Incorporated by reference to Exhibit (d)(4) hereto)
|
|
|
|
(d)(6)
|
|
Master Note Purchase Agreement, dated March 19, 2020, by and among TriplePoint Venture Growth BDC Corp and the Purchasers party thereto (Incorporated by reference to Exhibit 10.1 to TriplePoint Venture Growth BDC Corp.’s Form 8-K (File No. 814-01044) filed on March 19, 2020)
|
|
|
|
(d)(7)
|
|
Form of 4.50% Series 2020A Senior Note, due March 19, 2025 (Incorporated by reference to Exhibit (d)(6) hereto)
|
|
|
|
(d)(8)
|
|
First
Supplement to Master Note Purchase Agreement, dated as of March 1, 2021, by and among TriplePoint Venture Growth BDC Corp.
and the Additional Purchasers party thereto (Incorporated by reference to Exhibit 10.2 to TriplePoint Venture Growth BDC Corp.’s
Form 8-K (File No. 814-01044) filed on March 1, 2021)
|
|
|
|
(d)(9)
|
|
Form of 4.50% Series 2021A Senior Note, due March 1, 2026 (Incorporated by reference to Exhibit (d)(8) hereto)
|
(e)
|
|
Dividend Reinvestment Plan (Incorporated by reference to Exhibit (e) to Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014)
|
|
|
|
(f)
|
|
Not applicable
|
|
|
|
(g)
|
|
Investment Advisory Agreement between TriplePoint Venture Growth BDC Corp. and TPVG Advisers LLC, dated February 18, 2014 (Incorporated by reference to Exhibit (g) to Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014)
|
|
|
|
(h)(1)
|
|
Form of Underwriting Agreement for equity security issuances (Incorporated by reference to Exhibit (h)(1) to Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-204933) filed on July 8, 2015)
|
|
|
|
(h)(2)
|
|
Form of Underwriting Agreement for debt security issuances (Incorporated by reference to Exhibit (h)(2) to Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-204933) filed on July 8, 2015)
|
|
|
|
(i)
|
|
Not applicable
|
|
|
|
(j)(1)
|
|
Custody Agreement between TriplePoint Venture Growth BDC Corp. and U.S. Bank, N.A., dated February 26, 2014 (Incorporated by reference to Exhibit (j) to Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014)
|
|
|
|
(j)(2)
|
|
Form of Custody Agreement between TriplePoint Venture Growth BDC Corp. and MUFG Union Bank, N.A., dated October 5, 2020*
|
|
|
|
(k)(1)
|
|
Administration Agreement between TriplePoint Venture Growth BDC Corp. and TPVG Administrator LLC, dated February 18, 2014 (Incorporated by reference to Exhibit (k)(1) to Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014)
|
|
|
|
(k)(2)
|
|
License Agreement between TriplePoint Venture Growth BDC Corp. and TriplePoint Capital LLC, dated February 18, 2014 (Incorporated by reference to Exhibit (k)(2) to Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014)
|
|
|
|
(k)(3)
|
|
Form of Indemnification Agreement between TriplePoint Venture Growth BDC Corp. and each of its directors and executive officers (Incorporated by reference to Exhibit (k)(3) to Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014)
|
|
|
|
(k)(4)
|
|
Form of Receivables Financing Agreement, dated as of February 21, 2014, among TPVG Variable Funding Company LLC, as borrower, TriplePoint Venture Growth BDC Corp., individually and as collateral manager and as sole equityholder of the borrower, Vervent Inc., as backup collateral manager, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, Deutsche Bank Trust Company Americas, as paying agent, the other agents parties thereto and U.S. Bank National Association, as custodian, as amended and conformed through Amendment No. 13 dated January 29, 2021 (Incorporated by reference to Exhibit 10.7 to TriplePoint Venture Growth BDC Corp.’s Annual Report on Form 10-K (File No. 814-01044) filed on March 3, 2021)
|
|
|
|
(k)(5)
|
|
Pledge Agreement between TriplePoint Venture Growth BDC Corp., TPVG Variable Funding Company LLC and Deutsche Bank AG, dated February 21, 2014 (Incorporated by reference to Exhibit (k)(9) to Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014)
|
(k)(6)
|
|
Blocked Account Control Agreement between TPVG Variable Funding Company LLC, Deutsche Bank AG and U.S. Bank, National Association, dated February 21, 2014 (Incorporated by reference to Exhibit (k)(10) to Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014)
|
|
|
|
(k)(7)
|
|
Securities Purchase Agreement, dated as of October 25, 2017, by and between the Company and certain investment funds managed by the Alternative Investments & Manager Selection Group of Goldman Sachs Asset Management, L.P. (Incorporated by reference to Exhibit 10.1 to TriplePoint Venture Growth BDC Corp.’s Current Report on Form 8-K (File No. 814-01044) filed on October 26, 2017)
|
|
|
|
(k)(8)
|
|
Securities Purchase Agreement, dated as of October 25, 2017, by and between the Company and James P. Labe, Sajal K. Srivastava, and Andrew J. Olson (Incorporated by reference to Exhibit 10.2 to TriplePoint Venture Growth BDC Corp.’s Current Report on Form 8-K (File No. 814-01044) filed on October 26, 2017)
|
|
|
|
(l)
|
|
Opinion and consent of Dechert LLP**
|
|
|
|
(m)
|
|
Not applicable
|
|
|
|
(n)(1)
|
|
Consent of Deloitte & Touche LLP*
|
|
|
|
(n)(2)
|
|
Report of Deloitte & Touche LLP on Senior Securities Table (Incorporated by reference to Exhibit 99.1 to TriplePoint Venture Growth BDC Corp.’s Annual Report on Form 10-K (File No. 814-01044) filed on March 3, 2021)
|
|
|
|
(o)
|
|
Not applicable
|
|
|
|
(p)
|
|
Not applicable
|
|
|
|
(q)
|
|
Not applicable
|
|
|
|
(r)
|
|
Joint Code of Ethics of TriplePoint Venture Growth BDC Corp. and the Adviser*
|
|
**
|
To
be filed by pre-effective amendment.
|
Item
26. Marketing Arrangements
The
information contained under the heading “Plan of Distribution” in the prospectus that is included in this registration
statement is incorporated herein by reference.
Item
27. Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration fee
|
|
$
|
21,318
|
|
FINRA filing fee
|
|
|
29,810
|
|
NYSE listing fees(1)
|
|
|
15,400
|
|
Printing expenses(1)
|
|
|
40,000
|
|
Accounting fees and expenses(1)
|
|
|
100,000
|
|
Legal fees and expenses(1)
|
|
|
500,000
|
|
Miscellaneous(1)
|
|
|
1,000
|
|
Total
|
|
$
|
707,528
|
|
|
(1)
|
These
amounts are estimates.
|
Item
28. Persons Controlled by or Under Common Control
The
Registrant directly or indirectly owns 100% of the limited liability company interests of TPVG Variable Funding Company LLC, a
Delaware limited liability company, and TPVG Investment LLC, a Delaware limited liability company. Each of the Registrant’s
subsidiaries is consolidated for financial reporting purposes. In addition, the Registrant may be deemed to control certain portfolio
companies. See “Portfolio Companies” in the prospectus that is included in this registration statement.
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 25, 2021
Title of Class
|
|
|
|
Common Stock, $0.01 par value
|
|
|
20
|
|
Item
30. Indemnification
Reference
is made to Section 2-418 of the Maryland General Corporation Law, Article VIII of the Registrant’s Articles of Amendment
and Restatement and Article XI of the Registrant’s Amended and Restated Bylaws.
Maryland
law permits a Maryland corporation to include in its charter a provision eliminating 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 that is 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 1940 Act.
The
Registrant’s charter authorizes the Registrant, and the Registrant’s bylaws require 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 and any individual who, while serving as the Registrant’s director or officer and at the Registrant’s request,
serves or has served another corporation, partnership, joint venture, limited liability company, trust, employee benefit plan
or other enterprise as a director, officer, partner, member, manager or trustee who, in either case, is made, or threatened to
be made, a party to, or witness in, a proceeding by reason of his or her service in any such capacity, from and against any claim
or liability to which that person may become subject or which that person may incur by reason of such service and to pay or reimburse
his or her reasonable expenses in advance of final disposition of a proceeding.
Maryland
law requires a Maryland corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to
indemnify a director or officer who has been successful, on the merits or otherwise, 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 Maryland
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. In addition, Maryland law permits a Maryland 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.
In
accordance with the 1940 Act, the Registrant may 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.
Our
Adviser and Administrator
The
Investment Advisory Agreement provides that, absent criminal conduct, 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, our Adviser and its professionals
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
Administration Agreement provides that, absent criminal conduct, 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, our Administrator and any 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 our Administrator’s
services under the Administration Agreement or otherwise as administrator for the Registrant.
The
Registrant has entered into indemnification agreements with its executive officers and 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,
each 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 our Adviser, and each managing
director, director or executive officer of our 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 section entitled “Portfolio Management” or is otherwise incorporated by reference into Part A of
this registration statement. Additional information regarding our Adviser and its officers and directors is set forth in its Form
ADV, as filed with the U.S. Securities and Exchange Commission (SEC File No. 801-78757), and is 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:
|
(1)
|
the
Registrant: TriplePoint Venture Growth BDC Corp., 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025;
|
|
(2)
|
the
Custodians: U.S. Bank, N.A., 190 S. LaSalle Street, 10th Floor, Chicago, IL 60603, and
MUFG Union Bank, N.A., 350 California Street, 17th Floor, San Francisco, CA 94104;
|
|
(3)
|
the
Transfer and Dividend Paying Agent and Registrar: American Stock Transfer & Trust
Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219;
|
|
(4)
|
the
Registrant’s Adviser: TriplePoint Advisers LLC, 2755 Sand Hill Road, Suite 150,
Menlo Park, California 94025; and
|
|
(5)
|
the
Registrant’s Administrator: TriplePoint Administrator LLC, 2755 Sand Hill Road,
Suite 150, Menlo Park, California 94025.
|
Item
33. Management Services
Not
applicable.
Item
34. Undertakings
|
a.
|
that,
for the purpose of determining any liability under the Securities Act, each post-effective
amendment to the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those securities at that
time shall be deemed to be the initial bona fide offering thereof.
|
|
b.
|
to
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
|
|
c.
|
that,
for the purpose of determining liability under the Securities Act to any purchaser that:
|
|
(1)
|
if
we are relying on Rule 430B:
|
|
(A)
|
each
prospectus filed pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed
prospectus was deemed part of and included in the Registration Statement; and
|
|
(B)
|
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and
included in the Registration Statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the Registration Statement relating to
the securities in the Registration Statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof; provided, however, that no statement made in a registration statement
or prospectus that is part of the Registration Statement or made in a document incorporated
or deemed incorporated by reference into the Registration Statement or prospectus that
is part of the Registration Statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made
in the Registration Statement or prospectus that was part of the Registration Statement
or made in any such document immediately prior to such effective date; or
|
|
(2)
|
if
we are subject to Rule 430C under the Securities Act, each prospectus filed pursuant
to Rule 424(b) under the Securities Act as part of this Registration Statement relating
to an offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness, provided,
however, that no statement made in a registration statement or prospectus that is part
of the Registration Statement or made in a document incorporated or deemed incorporated
by reference into the Registration Statement or prospectus that is part of the Registration
Statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersedes or modify any statement that was made in the Registration Statement or
prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use.
|
|
d.
|
that
for the purpose of determining our liability under the Securities Act to any purchaser
in the initial distribution of securities, we undertake that in a primary offering of
our securities pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, we will be a
seller to the purchaser and will be considered to offer or sell such securities to the
purchaser:
|
|
(1)
|
any
preliminary prospectus or prospectus of us relating to the offering required to be filed pursuant to Rule 424 under the Securities
Act;
|
|
(2)
|
Free
writing prospectuses relating to the offering prepared by or on behalf of us or used
or referred to by us;
|
|
(3)
|
the
portion of any other free writing prospectuses or advertisement pursuant to Rule 482
under the Securities Act relating to the offering containing material information about
us or our securities provided by or on behalf of us; and
|
|
(4)
|
any
other communication that is an offer in the offering made by us to the purchaser.
|
|
5.
|
We
hereby undertake that, for purposes of determining any liability under the Securities
Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference into the registration
statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
|
|
6.
|
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted
to our directors, officers and controlling persons, we have been advised that in the
opinion of the 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 us of expenses incurred
or paid by any of our directors, officers or controlling persons 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, we undertake, unless in the
opinion of our counsel the matter has been settled by controlling precedent, to submit
to a court of appropriate jurisdiction the question whether such indemnification by us
is against public policy as expressed in the Securities Act and we will be governed by
the final adjudication of such issue.
|
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 The City of Menlo Park, in the State of California, on
March 26, 2021.
|
TRIPLEPOINT VENTURE GROWTH BDC CORP.
|
|
|
|
By:
|
/s/ James P. Labe
|
|
|
Name: James P. Labe
|
|
|
Title: Chief Executive Officer and
Chairman of the Board
|
POWER
OF ATTORNEY
Each
officer and director of TriplePoint Venture Growth BDC Corp. whose signature appears below constitutes and appoints James P. Labe,
Sajal K. Srivastava and Christopher M. Mathieu, and each of them (with full power to each
of them to act alone), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution
and re-substitution, for, on behalf of and in the name, place and stead of the undersigned,
in any and all capacities, to sign, execute and file this registration statement under the
Securities Act of 1933, as amended, and any or all amendments (including, without limitation, any post-effective amendments
and supplements to this registration statement) and any additional registration statement filed pursuant to Rule 462(b),
with all exhibits thereto, and any and all documents in connection therewith, with the U.S. Securities and Exchange Commission
or any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same, as fully to
all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement on Form N-2 has been signed by the following persons
in the capacities and on the dates indicated. This document may be executed by the signatories hereto on any number of counterparts,
all of which shall constitute one and the same instrument.
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
By:
|
/s/
James P. Labe
|
|
Chief Executive Officer and
|
|
March 26, 2021
|
|
James P. Labe
|
|
Chairman of the Board (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
By:
|
/s/
Sajal K. Srivastava
|
|
Chief Investment Officer, President,
|
|
March 26, 2021
|
|
Sajal K. Srivastava
|
|
Secretary, Treasurer and Director
|
|
|
|
|
|
|
|
|
By:
|
/s/
Christopher M. Mathieu
|
|
Chief Financial Officer (Principal
|
|
March 26, 2021
|
|
Christopher M. Mathieu
|
|
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
By:
|
/s/
Gilbert E. Ahye
|
|
Director
|
|
March 26, 2021
|
|
Gilbert E. Ahye
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Steven P. Bird
|
|
Director
|
|
March 26, 2021
|
|
Steven P. Bird
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Stephen A. Cassani
|
|
Director
|
|
March
26, 2021
|
|
Stephen A. Cassani
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Cynthia M. Fornelli
|
|
Director
|
|
March 26, 2021
|
|
Cynthia M. Fornelli
|
|
|
|
|
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