Preliminary Record Date and Preliminary Payment
Date Are Subject to Change Based on the Closing Dates of Previously
Announced Strategic Transactions
Triangle Capital Corporation (NYSE:TCAP)
(“Triangle” or the “Company”) announced today that the preliminary
record date and the preliminary payment date for the
$85 million, or approximately $1.78 per share, subject to
adjustment, stockholder cash payment (the “Stockholder Payment”)
from Barings LLC (“Barings”) to the Company’s stockholders are
August 2, 2018 (the “Preliminary Record Date”) and August 3, 2018
(the “Preliminary Payment Date”), respectively.
The
Preliminary Record Date and the Preliminary Payment Date are
contingent on the closing of the transactions described in the
Company’s definitive proxy statement on Schedule 14A that was filed
with the SEC on June 1, 2018 (the “Proxy Statement”), including
receipt of the necessary Company stockholder approvals and the
satisfaction of other closing conditions, and are subject to
change. As noted in the Proxy Statement, Barings will make
the Stockholder Payment to the holders of record of the Company’s
common stock (not including Barings) as of the date of the closing
of the externalization transaction with Barings.
The Stockholder Payment represents a portion of the
consideration to be received from Barings in connection with the
dual transaction through which, subject to stockholder approval and
other closing conditions, the Company will sell substantially all
of its portfolio investments to an affiliate of Benefit Street
Partners L.L.C. (“BSP”) and Barings will become the external
investment adviser to the Company (collectively, the “Dual
Transaction”), as described in more detail in the Proxy Statement.
The Company is seeking stockholder approval of the Dual Transaction
at a special meeting of its stockholders to be held on
July 24, 2018 (the “Special Meeting”). Triangle’s board of
directors unanimously recommends that the Company’s stockholders
vote “FOR” each of the proposals set forth in the Proxy
Statement.
If the Dual Transaction is not approved by the Company’s
stockholders at the Special Meeting, or if the externalization
transaction with Barings does not close for any reason, the
Stockholder Payment will not occur. Because the Stockholder Payment
is subject to closing conditions, as required by New York Stock
Exchange (“NYSE”) rules, the Company’s common stock will trade with
“due bills” representing an assignment of the right to receive the
Stockholder Payment beginning on August 1, 2018 (one business day
prior to the Preliminary Record Date) through the day after the
closing of the externalization transaction with Barings (the “Final
Payment Date”) and will not trade ex-payment until the first
business day after the Final Payment
Date. Stockholders who sell their shares of the
Company’s common stock on or before the Final Payment Date will not
be entitled to receive the Stockholder Payment.
Thus, it is important to remember that the day on which
stockholders can sell their shares without being obligated to
deliver the Stockholder Payment to the buyer of such shares is
the first business day after the Final Payment Date (the
“Ex-Dividend Date”). Due bills obligate a
seller of shares of stock to deliver the payment payable on such
shares to the buyer. The due-bill obligations are settled
customarily between the brokers representing the buyers and sellers
of the stock. The Company has no obligation for either the
amount of the due bill or the processing of the due
bill. Buyers and sellers of the Company’s common stock should
consult their broker before trading in the Company’s common stock
to be sure they understand the effect of the NYSE’s due-bill
procedures.
Triangle stockholders who have questions about the Proxy
Statement or voting their shares should contact Alliance Advisors
LLC, which is assisting Triangle with the solicitation of proxies,
toll-free at 888-991-1291.
About Triangle Capital Corporation
Triangle Capital Corporation (www.TCAP.com) has primarily
invested capital in established companies in the lower middle
market to fund growth, changes of control and other corporate
events, and has offered a wide variety of debt and equity
investment structures including first lien, unitranche, second
lien, and mezzanine with equity components. Triangle’s investment
objective is to seek attractive returns by generating current
income from debt investments and capital appreciation from equity
related investments. Triangle’s investment philosophy is to partner
with business owners, management teams and financial sponsors to
provide flexible financing solutions. Triangle has typically
invested $5.0 million to $50.0 million per transaction in companies
with annual revenues between $20.0 million and $300.0 million and
EBITDA between $5.0 million and $75.0 million. As discussed in
greater detail in the Proxy Statement, if the Dual Transaction is
completed, Triangle will sell substantially all of its investment
portfolio to the BSP affiliate and thereafter will commence
operations as an externally managed business development company
managed by Barings. In view of the foregoing, Triangle’s focus has
shifted primarily to managing its existing portfolio in
contemplation of the sale transaction and externalization rather
than actively originating portfolio investments.
Triangle has elected to be treated as a business development
company under the Investment Company Act of 1940 (“1940 Act”).
Triangle is required to comply with a series of regulatory
requirements under the 1940 Act as well as applicable NYSE, federal
and state laws and regulations. Triangle has elected to be treated
as a regulated investment company under the Internal Revenue Code
of 1986. Failure to comply with any of the laws and regulations
that apply to Triangle could have a material adverse effect on
Triangle and its stockholders.
About Barings LLC
Barings is a $305+ billion* global financial services firm
dedicated to meeting the evolving investment and capital needs of
their clients. Barings builds lasting partnerships that leverage
their distinctive expertise across traditional and alternative
asset classes to deliver innovative solutions and exceptional
service. Part of MassMutual, Barings maintains a strong global
presence with over 1,800 professionals and offices in 16 countries.
Learn more at www.barings.com.
*As of March 31, 2018
Media Contact: Kelly Smith, Media Relations, Barings,
980-417-5648, kelly.smith@barings.com
Investor Relations:BDCinvestorrelations@barings.com,
888-401-1088
About Benefit Street Partners L.L.C.
Benefit Street Partners L.L.C. is a leading credit-focused
alternative asset management firm with over $24 billion in
assets under management. BSP manages assets across a broad range of
complementary credit strategies including private/opportunistic
debt, liquid loans, high yield, special situations, long-short
liquid credit and commercial real estate debt. BSP is in
partnership with Providence Equity Partners L.L.C., a leading
global private equity firm with more than $50 billion in
capital under management. The BSP platform was established in 2008
and is based in New York. For further information, please visit
www.benefitstreetpartners.com.
BSP Contacts: Andrew Cole / David
MillarProv-SVC@SARDVERB.comSard Verbinnen &
Co.212.687.8080
Additional Information and Where to Find It
In connection with the Dual Transaction, Triangle has filed the
Proxy Statement, which was first mailed or otherwise delivered to
stockholders on or about June 1, 2018. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN ITS ENTIRETY
BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT TRIANGLE, BARINGS,
BSP, THE DUAL TRANSACTION AND RELATED MATTERS. Investors and
security holders are able to obtain the Proxy Statement and other
documents filed with the SEC by Triangle, free of charge, from the
SEC’s website at www.sec.gov and from Triangle’s website at
www.TCAP.com. Investors and security holders may also obtain free
copies of the Proxy Statement and other documents filed with the
SEC from Triangle by contacting its Investor Relations Department
at 919-747-8615.
Participants in the Solicitation
Triangle, Barings and BSP and their respective directors,
executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies in connection with
the Dual Transaction. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the
solicitation of Triangle stockholders in connection with the Dual
Transaction is set forth in the Proxy Statement filed with the SEC,
which can be obtained free of charge from the sources indicated
above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking” statements,
including statements regarding the Dual Transaction. All
statements, other than historical facts, including but not limited
to statements regarding the expected timing of the closing of the
Dual Transaction; the ability of the parties to complete the Dual
Transaction considering the various closing conditions; the
expected benefits of the Dual Transaction such as improved
operations, enhanced revenues and cash flow, growth potential,
market profile and financial strength; the competitive ability and
position of Triangle following completion of the Dual Transaction;
and any assumptions underlying any of the foregoing, are
forward-looking statements. Forward-looking statements concern
future circumstances and results and other statements that are not
historical facts and are sometimes identified by the words “may,”
“will,” “should,” “potential,” “intend,” “expect,” “endeavor,”
“seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,” “continue,” “target” or
other similar words or expressions. Forward-looking statements are
based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove to be incorrect, actual results may vary
materially from those indicated or anticipated by such
forward-looking statements. The inclusion of such statements should
not be regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause
actual results to differ materially from such plans, estimates or
expectations include, among others, (1) that one or more
closing conditions to Dual Transaction may not be satisfied or
waived, on a timely basis or otherwise, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the Dual Transaction, may require
conditions, limitations or restrictions in connection with such
approvals or that the required approvals by the stockholders of
Triangle may not be obtained; (2) the risk that the Dual
Transaction may not be completed in the time frame expected by
parties, or at all; (3) unexpected costs, charges or expenses
resulting from the Dual Transaction; (4) uncertainty of the
expected financial performance of Triangle following completion of
the Dual Transaction; (5) failure to realize the anticipated
benefits of the Dual Transaction, including as a result of delay in
completing the Dual Transaction; (6) the ability of Triangle
and/or Barings to implement its business strategy; (7) the
occurrence of any event that could give rise to termination of the
agreements governing the Dual Transaction; (8) the risk that
stockholder litigation in connection with the Dual Transaction may
affect the timing or occurrence of the contemplated transactions or
result in significant costs of defense, indemnification and
liability; (9) evolving legal, regulatory and tax regimes;
(10) changes in general economic and/or industry-specific
conditions; and (11) other risk factors as detailed in the
Proxy Statement and from time to time in Triangle’s reports filed
with the SEC, including Triangle’s annual report on
Form 10-K for the year ended December 31, 2017,
periodic quarterly reports on Form 10-Q, current reports
on Form 8-K and other documents filed with the SEC.
Any forward-looking statements speak only as of the date of this
communication. Triangle does not undertake any obligation to update
any forward-looking statements, whether as a result of new
information or developments, future events or otherwise, except as
required by law. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
Contacts
E. Ashton PooleChairman & Chief Executive
Officer919-747-8618apoole@tcap.com
Steven C. LillyChief Financial
Officer919-719-4789slilly@tcap.com
Triangle Capital Corp. (delisted) (NYSE:TCAP)
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