Main Street Capital Corporation, et al.; Notice of Application, 25290-25291 [E9-12219]
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25290
Federal Register / Vol. 74, No. 100 / Wednesday, May 27, 2009 / Notices
Description of Respondents:
Applicants for SBA Financial
Assistance or other programs.
Form Number: 912.
Annual Responses: 142,000.
Annual Burden: 35,500.
SECURITIES AND EXCHANGE
COMMISSION
Jacqueline White,
Chief, Administrative Information Branch.
[FR Doc. E9–12273 Filed 5–26–09; 8:45 am]
May 19, 2009.
[Investment Company Act Release No.
28726; File No. 812–13649]
Main Street Capital Corporation, et al.;
Notice of Application
BILLING CODE 8025–01–P
SMALL BUSINESS ADMINISTRATION
AGENCY: Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order under section 23(c)(3) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from section
23(c) of the Act.
[Disaster Declaration #11707 and #11708]
North Dakota Disaster Number ND–
00016
AGENCY: U.S. Small Business
Administration.
ACTION:
Amendment 4.
SUMMARY: This is an amendment of the
Presidential declaration of a major
disaster for the State of North Dakota
(FEMA–1829–DR), dated 04/10/2009.
Incident: Severe Storms and Flooding.
Incident Period: 03/13/2009 and
continuing.
Effective Date: 05/18/2009.
Physical Loan Application Deadline
Date: 08/10/2009.
EIDL Loan Application Deadline Date:
01/11/2010.
DATES:
Submit completed loan
applications to: U.S. Small Business
Administration, Processing and
Disbursement Center, 14925 Kingsport
Road, Fort Worth, TX 76155.
ADDRESSES:
FOR FURTHER INFORMATION CONTACT: A.
Escobar, Office of Disaster Assistance,
U.S. Small Business Administration,
409 3rd Street, SW., Suite 6050,
Washington, DC 20416
The notice
of the President’s major disaster
declaration for the State of North
Dakota, dated 04/10/2009 is hereby
amended to extend the deadline for
filing applications for physical damages
as a result of this disaster to 08/10/2009.
All other information in the original
declaration remains unchanged.
SUPPLEMENTARY INFORMATION:
erowe on PROD1PC63 with NOTICES
(Catalog of Federal Domestic Assistance
Numbers 59002 and 59008)
Roger B. Garland,
Acting Associate Administrator for Disaster
Assistance.
[FR Doc. E9–12266 Filed 5–26–09; 8:45 am]
BILLING CODE 8025–01–P
VerDate Nov<24>2008
15:23 May 26, 2009
Jkt 217001
SUMMARY OF THE APPLICATION:
Applicants, Main Street Capital
Corporation (the ‘‘Company’’), Main
Street Mezzanine Fund, LP (‘‘MSMF’’),
Main Street Capital Partners, LLC (the
‘‘Adviser’’) and Main Street Mezzanine
Management, LLC (the ‘‘GP’’), request
an order to amend a prior order (the
‘‘Prior Order’’) that permits the
Company to issue restricted shares of its
common stock (‘‘Restricted Stock’’)
under the terms of its employee and
director compensation plan, the Main
Street Capital Corporation 2008 Equity
Incentive Plan (the ‘‘Plan’’).1 Applicants
seek to amend the Prior Order in order
to permit the Company, pursuant to the
Plan, to engage in certain transactions
that may constitute purchases by the
Company of its own securities within
the meaning of section 23(c) of the Act.
Filing Dates: The application was
filed on April 3, 2009 and amended on
May 13, 2009 and May 18, 2009.
Hearing or Notification of Hearing: An
order granting the application will be
issued unless the Commission orders a
hearing. Interested persons may request
a hearing by writing to the
Commission’s Secretary and serving
applicant with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on June 15, 2009, and
should be accompanied by proof of
service on applicant, in the form of an
affidavit or, for lawyers, a certificate of
service. Hearing requests should state
the nature of the writer’s interest, the
reason for the request, and the issues
contested. Persons who wish to be
notified of a hearing may request
notification by writing to the
Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F
1 Main Street Capital Corporation, et al.,
Investment Company Act Release Nos. 28082 (Dec.
21, 2007) (notice) and 28120 (Jan 16, 2008) (order).
MSMF, the GP and the Adviser are each, directly
or indirectly, wholly owned by the Company.
PO 00000
Frm 00077
Fmt 4703
Sfmt 4703
Street, NE., Washington, DC 20549–
1090. Applicants, c/o Jason B. Beauvais,
General Counsel, Main Street Capital
Corporation, 1300 Post Oak Boulevard,
Suite 800, Houston, TX 77056.
FOR FURTHER INFORMATION CONTACT: Jaea
F. Hahn, Senior Counsel, at (202) 551–
6870, or Janet M. Grossnickle, Assistant
Director, at (202) 551–6821, (Division of
Investment Management, Office of
Investment Company Regulation).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. The Company is an internally
managed, non-diversified, closed-end
investment company that has elected to
be regulated as a business development
company (‘‘BDC’’) under the Act. The
Company is currently permitted to issue
shares of Restricted Stock under the
terms of its Plan in reliance on the Prior
Order. Applicants seek to amend the
Prior Order in order to permit the
Company, pursuant to the Plan, to
withhold shares of the Company’s
common stock or purchase shares of the
Company’s common stock from
executive officers or employees
(‘‘Participants’’) to satisfy tax
withholding obligations related to the
vesting of Restricted Stock or the
exercise of stock options that were or
will be granted pursuant to the Plan. In
addition, the Company seeks to amend
the Prior Order to permit Participants to
pay the exercise price of options that
were or will be granted to them
pursuant to the Plan with shares of the
Company’s common stock already held
by them or pursuant to a net share
settlement feature.2 The Applicants will
continue to comply with all of the terms
and conditions of the Prior Order.
2. The Plan authorizes the issuance to
Participants of shares of Restricted
Stock and options to purchase shares of
the Company’s common stock, subject
to certain forfeiture restrictions. On the
date Restricted Stock vests, shares of the
Restricted Stock are released to the
Participant and are available for sale or
2 Net share settlement allows the Company to
deliver only gain shares (i.e., shares of its common
stock with a fair market value, as the term is
defined in the Plan, equal to the option spread upon
exercise) directly to the optionee without the need
for the optionee to sell shares of the Company’s
common stock on the open market or borrow cash
from third parties in order to exercise his or her
options.
E:\FR\FM\27MYN1.SGM
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Federal Register / Vol. 74, No. 100 / Wednesday, May 27, 2009 / Notices
erowe on PROD1PC63 with NOTICES
transfer and the value of the vesting
shares is deemed to be compensation for
a Participant.3 As discussed more fully
in the application, certain exercises of
options result in a Participant being
deemed to have received compensation
in the amount by which the fair market
value of the shares of the Company’s
common stock, determined as of the
date of exercise, exceeds the exercise
price. Applicants state that any
compensation income recognized by a
Participant generally is subject to
federal withholding for income and
employment tax purposes. Accordingly,
arrangements must be made to satisfy
the necessary withholding tax
obligations.
3. The Company’s stockholders
approved the terms and provisions of
the Plan on June 17, 2008. The Plan
explicitly permits the Company to
withhold shares of the Company’s
common stock or purchase shares of the
Company’s common stock from the
Participants to satisfy tax withholding
obligations related to the vesting of
Restricted Stock or the exercise of
options granted pursuant to the Plan.
The Plan further provides that
Participants may pay the exercise price
of options to purchase shares of the
Company’s stock with shares of the
Company’s stock already held by such
Participants or pursuant to net share
settlement.
Applicants’ Legal Analysis
1. Section 23(c) of the Act, which is
made applicable to BDCs by section 63
of the Act, generally prohibits a BDC
from purchasing any securities of which
it is the issuer except in the open
market, pursuant to tender offers or
under other circumstances as the
Commission may permit to ensure that
the purchase is made on a basis that
does not unfairly discriminate against
any holders of the class or classes of
securities to be purchased. Applicants
state that the withholding or purchase of
shares of Restricted Stock and common
stock in payment of applicable
withholding tax obligations or of
common stock in payment for the
exercise price of a stock option might be
deemed to be purchases by the
Company of its own securities within
the meaning of section 23(c) and
therefore prohibited by the Act.
2. Section 23(c)(3) provides that the
Commission may issue an order that
would permit a BDC to repurchase its
shares in circumstances in which the
3 During the restriction period (i.e., prior to the
lapse of the forfeiture restrictions), the Restricted
Stock may not be sold, transferred, hypothecated,
margined, or otherwise encumbered by the
Participant.
VerDate Nov<24>2008
15:23 May 26, 2009
Jkt 217001
repurchase is made in a manner or on
a basis that does not unfairly
discriminate against any holders of the
class or classes of securities to be
purchased. Applicants believe that the
requested relief meets the standards of
section 23(c)(3).
3. Applicants state that these
purchases will be made on a basis
which does not unfairly discriminate
against the stockholders of the Company
because all purchases of the Company’s
stock will be at the closing price of the
common stock on the NASDAQ Global
Select Market (or any primary exchange
on which the shares are traded) on the
relevant date (i.e., the public market
price on the date the Restricted Stock
vests or the date of the exercise of any
options). Applicants further state that
no transactions will be conducted
pursuant to the requested order on days
where there are no reported market
transactions involving the Company’s
shares. Applicants submit that because
all transactions would take place at the
public market price for the Company’s
common stock, the transactions would
not be significantly different than could
be achieved by any stockholder selling
in a market transaction.
4. Applicants submit that the
proposed purchases do not raise
concerns about preferential treatment of
the Company’s insiders because the
Plan is a bona fide compensation plan
of the type that is common among
corporations generally. Further, the
vesting schedule is determined at the
time of the initial grant of the Restricted
Stock while the option exercise price is
determined at the time of the initial
grant of the options. Applicants
represent that all purchases will be
made only as permitted by the Plan,
which was approved by the Company’s
stockholders. Applicants argue that
granting the requested relief would be
consistent with precedent and the
Commission’s recognition of the
important role that equity compensation
can play in attracting and retaining
qualified personnel with respect to
certain types of investment companies,
including BDCs.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–12219 Filed 5–26–09; 8:45 am]
BILLING CODE 8010–01–P
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25291
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59937; File No. SR–
NYSEArca–2009–24]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Approving Proposed
Rule Change To Adopt a Policy With
Respect to the Treatment of Aberrant
Trades
May 18, 2009.
I. Introduction
On March 18, 2009, NYSE Arca, Inc.
(‘‘NYSE Arca’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
19b-4 thereunder,2 a proposed rule
change to adopt a policy relating to its
treatment of trade reports that it
determines to be inconsistent with the
prevailing market and to make such
policy retroactive to January 1, 2008.
The proposed rule change was
published for comment in the Federal
Register on April 6, 2009.3 The
Commission received no comments on
the proposal. This order approves the
proposed rule change.
II. Description of the Proposal
Trades in listed securities
occasionally occur at prices that deviate
from prevailing market prices and those
trades sometimes establish a high, low
or last sale price for a security that does
not reflect the true market for the
security. The Exchange seeks to address
such instances of ‘‘aberrant’’ trades by
adopting a policy that is substantially
similar to a policy of the New York
Stock Exchange (‘‘NYSE’’).4 On
February 9, 2009, the Exchange also
filed a proposed rule change, which it
designated as eligible for immediate
effectiveness pursuant to Rule 19b–
4(f)(6) under the Act,5 to adopt a policy
relating to the Exchange’s treatment of
trade reports that it determines to be
inconsistent with the prevailing
market.6 The policy proposed in the
instant rule change is identical to the
policy set forth in Release No. 34–
59453, except that the instant proposal
1 15
U.S.C. 78s(b)(1).
CFR 240.19b-4.
3 See Securities Exchange Act Release No. 59650
(March 30, 2009), 74 FR 15545.
4 See Securities Exchange Act Release No. 59064
(December 5, 2008), 73 FR 76082 (December 15,
2008) (order approving SR–NYSE–2008–91)
(‘‘Release No. 34–59064’’).
5 17 CFR 240.19b–4(f)(6).
6 See Securities Exchange Act Release No. 59453
(February 25, 2009), 74 FR 9463 (March 4, 2009)
(SR–NYSEArca–2009–09) (‘‘Release No. 34–
59453’’).
2 17
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]]>Agencies
[Federal Register Volume 74, Number 100 (Wednesday, May 27, 2009)]
[Notices]
[Pages 25290-25291]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-12219]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 28726; File No. 812-13649]
Main Street Capital Corporation, et al.; Notice of Application
May 19, 2009.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application for an order under section 23(c)(3) of
the Investment Company Act of 1940 (the ``Act'') for an exemption from
section 23(c) of the Act.
-----------------------------------------------------------------------
Summary of the Application: Applicants, Main Street Capital Corporation
(the ``Company''), Main Street Mezzanine Fund, LP (``MSMF''), Main
Street Capital Partners, LLC (the ``Adviser'') and Main Street
Mezzanine Management, LLC (the ``GP''), request an order to amend a
prior order (the ``Prior Order'') that permits the Company to issue
restricted shares of its common stock (``Restricted Stock'') under the
terms of its employee and director compensation plan, the Main Street
Capital Corporation 2008 Equity Incentive Plan (the ``Plan'').\1\
Applicants seek to amend the Prior Order in order to permit the
Company, pursuant to the Plan, to engage in certain transactions that
may constitute purchases by the Company of its own securities within
the meaning of section 23(c) of the Act.
---------------------------------------------------------------------------
\1\ Main Street Capital Corporation, et al., Investment Company
Act Release Nos. 28082 (Dec. 21, 2007) (notice) and 28120 (Jan 16,
2008) (order). MSMF, the GP and the Adviser are each, directly or
indirectly, wholly owned by the Company.
---------------------------------------------------------------------------
Filing Dates: The application was filed on April 3, 2009 and
amended on May 13, 2009 and May 18, 2009.
Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicant with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on June 15, 2009, and should be accompanied by proof of
service on applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. Applicants, c/o Jason B.
Beauvais, General Counsel, Main Street Capital Corporation, 1300 Post
Oak Boulevard, Suite 800, Houston, TX 77056.
FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202)
551-6870, or Janet M. Grossnickle, Assistant Director, at (202) 551-
6821, (Division of Investment Management, Office of Investment Company
Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. The Company is an internally managed, non-diversified, closed-
end investment company that has elected to be regulated as a business
development company (``BDC'') under the Act. The Company is currently
permitted to issue shares of Restricted Stock under the terms of its
Plan in reliance on the Prior Order. Applicants seek to amend the Prior
Order in order to permit the Company, pursuant to the Plan, to withhold
shares of the Company's common stock or purchase shares of the
Company's common stock from executive officers or employees
(``Participants'') to satisfy tax withholding obligations related to
the vesting of Restricted Stock or the exercise of stock options that
were or will be granted pursuant to the Plan. In addition, the Company
seeks to amend the Prior Order to permit Participants to pay the
exercise price of options that were or will be granted to them pursuant
to the Plan with shares of the Company's common stock already held by
them or pursuant to a net share settlement feature.\2\ The Applicants
will continue to comply with all of the terms and conditions of the
Prior Order.
---------------------------------------------------------------------------
\2\ Net share settlement allows the Company to deliver only gain
shares (i.e., shares of its common stock with a fair market value,
as the term is defined in the Plan, equal to the option spread upon
exercise) directly to the optionee without the need for the optionee
to sell shares of the Company's common stock on the open market or
borrow cash from third parties in order to exercise his or her
options.
---------------------------------------------------------------------------
2. The Plan authorizes the issuance to Participants of shares of
Restricted Stock and options to purchase shares of the Company's common
stock, subject to certain forfeiture restrictions. On the date
Restricted Stock vests, shares of the Restricted Stock are released to
the Participant and are available for sale or
[[Page 25291]]
transfer and the value of the vesting shares is deemed to be
compensation for a Participant.\3\ As discussed more fully in the
application, certain exercises of options result in a Participant being
deemed to have received compensation in the amount by which the fair
market value of the shares of the Company's common stock, determined as
of the date of exercise, exceeds the exercise price. Applicants state
that any compensation income recognized by a Participant generally is
subject to federal withholding for income and employment tax purposes.
Accordingly, arrangements must be made to satisfy the necessary
withholding tax obligations.
---------------------------------------------------------------------------
\3\ During the restriction period (i.e., prior to the lapse of
the forfeiture restrictions), the Restricted Stock may not be sold,
transferred, hypothecated, margined, or otherwise encumbered by the
Participant.
---------------------------------------------------------------------------
3. The Company's stockholders approved the terms and provisions of
the Plan on June 17, 2008. The Plan explicitly permits the Company to
withhold shares of the Company's common stock or purchase shares of the
Company's common stock from the Participants to satisfy tax withholding
obligations related to the vesting of Restricted Stock or the exercise
of options granted pursuant to the Plan. The Plan further provides that
Participants may pay the exercise price of options to purchase shares
of the Company's stock with shares of the Company's stock already held
by such Participants or pursuant to net share settlement.
Applicants' Legal Analysis
1. Section 23(c) of the Act, which is made applicable to BDCs by
section 63 of the Act, generally prohibits a BDC from purchasing any
securities of which it is the issuer except in the open market,
pursuant to tender offers or under other circumstances as the
Commission may permit to ensure that the purchase is made on a basis
that does not unfairly discriminate against any holders of the class or
classes of securities to be purchased. Applicants state that the
withholding or purchase of shares of Restricted Stock and common stock
in payment of applicable withholding tax obligations or of common stock
in payment for the exercise price of a stock option might be deemed to
be purchases by the Company of its own securities within the meaning of
section 23(c) and therefore prohibited by the Act.
2. Section 23(c)(3) provides that the Commission may issue an order
that would permit a BDC to repurchase its shares in circumstances in
which the repurchase is made in a manner or on a basis that does not
unfairly discriminate against any holders of the class or classes of
securities to be purchased. Applicants believe that the requested
relief meets the standards of section 23(c)(3).
3. Applicants state that these purchases will be made on a basis
which does not unfairly discriminate against the stockholders of the
Company because all purchases of the Company's stock will be at the
closing price of the common stock on the NASDAQ Global Select Market
(or any primary exchange on which the shares are traded) on the
relevant date (i.e., the public market price on the date the Restricted
Stock vests or the date of the exercise of any options). Applicants
further state that no transactions will be conducted pursuant to the
requested order on days where there are no reported market transactions
involving the Company's shares. Applicants submit that because all
transactions would take place at the public market price for the
Company's common stock, the transactions would not be significantly
different than could be achieved by any stockholder selling in a market
transaction.
4. Applicants submit that the proposed purchases do not raise
concerns about preferential treatment of the Company's insiders because
the Plan is a bona fide compensation plan of the type that is common
among corporations generally. Further, the vesting schedule is
determined at the time of the initial grant of the Restricted Stock
while the option exercise price is determined at the time of the
initial grant of the options. Applicants represent that all purchases
will be made only as permitted by the Plan, which was approved by the
Company's stockholders. Applicants argue that granting the requested
relief would be consistent with precedent and the Commission's
recognition of the important role that equity compensation can play in
attracting and retaining qualified personnel with respect to certain
types of investment companies, including BDCs.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-12219 Filed 5-26-09; 8:45 am]
BILLING CODE 8010-01-P
