Triangle Capital Corporation; Notice of Application, 14366-14367 [2013-05026]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 78, Number 43 (Tuesday, March 5, 2013)]
[Notices]
[Pages 14366-14367]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-05026]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30410; 812-14077]


Triangle Capital Corporation; Notice of Application

February 28, 2013.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application to amend a prior order under section 
6(c) of the Investment Company Act of 1940 (the ``Act'') for exemptions 
from sections 23(a), 23(b) and 63 of the Act, and under sections 
57(a)(4) and 57(i) of the Act and rule 17d-1 under the Act authorizing 
certain joint transactions otherwise prohibited by section 57(a)(4) of 
the Act.

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    Summary of the Application: Triangle Capital Corporation 
(``Triangle'') requests an order (``Amended Order'') that would amend a 
prior order to increase the amount of Restricted Stock, as defined 
below, issued annually to each non-employee director.
    Filing Dates: The application was filed on September 14, 2012, and 
amended on November 30, 2012, Febuary 21, 2013 and February 27, 2013.
    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 applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on March 20, 2013, and should be accompanied by proof of 
service on applicants, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicant, 
3700 Glenwood Avenue, Suite 530, Raleigh, NC 27612.

FOR FURTHER INFORMATION CONTACT: Marilyn Mann, Special Counsel, at 
(202) 551-6813, or Mary Kay Frech, Branch Chief, 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 for an 
applicant using the ``Company'' name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicant's Representations

    1. Triangle is an internally managed, closed-end investment company 
that has elected to be regulated as a business development company 
(``BDC'') under section 54(a) of the Act. On March 18, 2008, Triangle 
received an order (the ``Prior Order'') \1\ permitting it to issue 
shares of restricted common stock (``Restricted Stock'') to its 
employees, employees of its wholly-owned consolidated subsidiaries, and 
its non-employee directors pursuant to its Amended and Restated 2007 
Equity Incentive Plan (the ``Amended and Restated Plan'').\2\ Under the 
Prior Order, Triangle's non-employee directors each receive an 
automatic grant of $30,000 worth of Restricted Stock at the beginning 
of each one-year term of service on Triangle's board of directors (the 
``Board'').
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    \1\ Triangle Capital Corporation, Investment Company Act Release 
Nos. 28165 (Feb. 20, 2008) (notice) and 28196 (Mar. 18, 2008) 
(order), as amended by Triangle Capital Corporation, Investment 
Company Act Release Nos. 28692 (Apr. 13, 2009) (notice) and 28718 
(May 5, 2009) (order).
    \2\ ``Restricted Stock'' means shares of Triangle's common stock 
that, at the time of issuance, are subject to forfeiture 
restrictions, and thus are restricted as to their transferability 
until such forfeiture restrictions have lapsed.
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    2. Triangle states that subsequent to the Prior Order, it has 
increased its operations while continuing its effort to hire and retain 
qualified directors for the Board. In order to accomplish its goal of 
hiring and retaining qualified directors for its Board, Triangle 
believes that it is in the best interests of Triangle and its 
stockholders to increase the number of shares of Restricted Stock 
issued to non-employee directors under the Amended and Restated Plan to 
appropriately compensate the non-employee directors for their services 
in proportion to Triangle's growth. Therefore, Triangle proposes to 
amend the Amended and Restated Plan to allow each non-employee director 
to receive an annual grant of $50,000 worth of Restricted Stock.
    3. In addition, the amended order would revise condition 3 to 
clarify that the term ``outstanding voting securities'' does not 
include Restricted Stock and make certain technical changes to the 
Amended and Restated Plan, as described in the application.

Applicant's Legal Analysis

    4. Section 6(c) provides, in part, that the Commission may, by 
order upon application, conditionally or unconditionally exempt any 
person, security, or transaction, or any class or classes thereof, from 
any provision of the Act or of any rule or regulation under the Act, if 
and to the extent that such exemption is necessary or appropriate in 
the public interest and consistent with the protection of investors and 
the purposes fairly intended by the policy and provisions of the Act.
    5. Section 57(a)(4) and rule 17d-1 provide that the Commission may, 
by order upon application, grant relief under section 57(a)(4) and rule 
17d-1 permitting certain joint enterprises or arrangements and profit-
sharing plans. Rule 17d-1(b) further provides that in passing upon such 
an application, the Commission will consider whether the participation 
of the BDC in such enterprise, arrangement, or plan is consistent with 
the provision, policies and purposes of the Act and the extent to which 
such participation is on a basis

[[Page 14367]]

different from or less advantageous than that of other participants.
    6. Applicant states that with respect to the relief granted in the 
Prior Order under section 6(c), the Amended Order remains appropriate 
in the public interest and consistent with the protection of investors 
and the purposes fairly intended by the policy and provisions of the 
Act. Applicant states that with respect to the relief granted in the 
Prior Order under section 57(a)(4) and rule 17d-1, the participation by 
Triangle under the Amended Order remains consistent with the 
provisions, policies and purposes of the Act and that Triangle's 
participation will not be less advantageous than that of the other 
participants.

Applicant's Conditions

    Applicant agrees that the Amended Order will be subject to the same 
conditions as those imposed by the Prior Order, except that condition 3 
is revised in its entirety as follows:
    The amount of voting securities that would result from the exercise 
of all of Triangle's outstanding warrants, options, and rights, 
together with any Restricted Stock issued pursuant to the Amended and 
Restated Plan, at the time of issuance shall not exceed 25% of the 
outstanding voting securities of Triangle, except that if the amount of 
voting securities that would result from the exercise of all of 
Triangle's outstanding warrants, options, and rights issued to 
Triangle's directors, officers, and employees, together with any 
Restricted Stock issued pursuant to the Amended and Restated Plan, 
would exceed 15% of the outstanding voting securities of Triangle, then 
the total amount of voting securities that would result from the 
exercise of all outstanding warrants, options, and rights, together 
with any Restricted Stock issued pursuant to the Amended and Restated 
Plan, at the time of issuance shall not exceed 20% of the outstanding 
voting securities of Triangle.\3\
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    \3\ For the purposes of this condition, ``outstanding voting 
securities'' does not include Restricted Stock.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-05026 Filed 3-4-13; 8:45 am]
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