TCP Capital Corp., et al.; Notice of Application, 35416-35417 [2015-15046]

Download as PDF 35416 Federal Register / Vol. 80, No. 118 / Friday, June 19, 2015 / Notices including a majority of the disinterested directors or trustees, will find that the advisory fees charged under such contract are based on services provided that will be in addition to, rather than duplicative of, the services provided under the advisory contract(s) of any Fund in which the Investing Management Company may invest. These findings and their basis will be fully recorded in the minute books of the appropriate Investing Management Company. 11. Any sales charges and/or service fees charged with respect to shares of a Fund of Funds will not exceed the limits applicable to a fund of funds as set forth in NASD Conduct Rule 2830. 12. No Fund will acquire securities of an investment company or company relying on section 3(c)(1) or 3(c)(7) of the Act in excess of the limits contained in section 12(d)(1)(A) of the Act, except to the extent the Fund acquires securities of another investment company pursuant to exemptive relief from the Commission permitting the Fund to acquire securities of one or more investment companies for shortterm cash management purposes. For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2015–15045 Filed 6–18–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31670; 812–14275] TCP Capital Corp., et al.; Notice of Application June 15, 2015. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (the ‘‘Act’’) for an exemption from sections 18(a) and 61(a) of the Act. AGENCY: TCP Capital Corp. (the ‘‘Holding Company’’), Special Value Continuation Partners, LP (the ‘‘Operating Company’’ and, together with the Holding Company, the ‘‘Company’’), Tennenbaum Capital Partners, LLC (‘‘TCPC Advisor’’), TCPC SBIC, LP (‘‘TCPC SBIC’’) and TCPC SBIC GP, LLC (‘‘General Partner’’). SUMMARY OF THE APPLICATION: The Company requests an order to permit it asabaliauskas on DSK5VPTVN1PROD with NOTICES APPLICANTS: VerDate Sep<11>2014 19:33 Jun 18, 2015 Jkt 235001 to adhere to a modified asset coverage requirement. FILING DATES: The application was filed February 7, 2014, and amended on July 7, 2014, December 4, 2014, March 4, 2015, May 7, 2015, and June 5, 2015. HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief 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 July 10, 2015, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, 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: Howard M. Levkowitz, Chief Executive Officer, TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, California 90405. FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, at (202) 551–6773, or Daniele Marchesani, Branch Chief, at (202) 551–6821 (Division of Investment Management, Chief Counsel’s Office). 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. Applicants’ Representations 1. The Holding Company is a Delaware corporation. The Operating Company is a Delaware limited partnership. Each is an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company (‘‘BDC’’) under the Act.1 The Holding Company is a 1 Section 2(a)(48) defines a BDC to be any closedend investment company that operates for the purpose of making investments in securities described in section 55(a)(1) through 55(a)(3) of the Act and makes available significant managerial assistance with respect to the issuers of such securities. PO 00000 Frm 00118 Fmt 4703 Sfmt 4703 holding company with no direct operations, and currently its only business and sole asset is its ownership of all of the common limited partner interests in the Operating Company, which represents approximately 100% of the common equity and 86.1% of the combined common and preferred equity interests of the Operating Company as of December 31, 2014.2 The Holding Company’s ownership percentage of the Operating Company will not decrease from its current level.3 The investment objective of the Company is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. 2. TCPC SBIC, a Delaware limited partnership, is a small business investment company (‘‘SBIC’’) licensed by the Small Business Administration (‘‘SBA’’) to operate under the Small Business Investment Act of 1958 (‘‘SBIA’’). TCPC SBIC is excluded from the definition of investment company by section 3(c)(7) of the Act. The Operating Company is the sole limited partner of TCPC SBIC and owns more than 95% of the outstanding voting securities of TCPC SBIC consistent with the definition of ‘‘wholly-owned subsidiary’’ contained in section 2(a)(43) of the Act. The General Partner, a Delaware limited liability company, is the sole general partner of TCPC SBIC. The Operating Company is the sole member of the General Partner. 3. TCPC Advisor, a Delaware limited liability company, is the investment adviser to the Company. TCPC Advisor is registered under the Investment Advisers Act of 1940. Subject to the overall supervision of the General Partner, TCPC Advisor will also serve as the investment manager to TCPC SBIC and to any other SBIC Subsidiaries (as defined below). 2 In addition to common limited partnership interests, at December 31, 2014, the Operating Company had 6,700 Series A preferred limited partner interests (‘‘Preferred Interests’’) issued and outstanding with a liquidation preference of $20,000 per Preferred Interest. Per a conversation between the Holding Company’s counsel and the staff of the Division of Investment Management on or about April 27, 2011, the Applicants are relying on New Mountain Finance Corporation, SEC NoAction Letter (April 27, 2011) for the Holding Company and the Operating Company to operate as BDCs under the two-tier structure described above. 3 There are no significant ways compliance with the Act differs under this structure wherein the Holding Company owns 86.1% of the Operating Company, than a structure wherein the Operating Company were a wholly-owned subsidiary of the Holding Company. The Preferred Interests will be subject to mandatory redemption on July 31, 2016. Once the Preferred Interests are redeemed, the Operating Company will be a wholly-owned subsidiary of the Holding Company. E:\FR\FM\19JNN1.SGM 19JNN1 asabaliauskas on DSK5VPTVN1PROD with NOTICES Federal Register / Vol. 80, No. 118 / Friday, June 19, 2015 / Notices Applicants’ Legal Analysis 1. The Company requests an exemption pursuant to section 6(c) of the Act from the provisions of sections 18(a) and 61(a) of the Act to permit it to adhere to a modified asset coverage requirement with respect to any direct or indirect wholly-owned subsidiary of the Operating Company or the Holding Company that is licensed by the SBA to operate under the SBIA as an SBIC and relies on section 3(c)(7) for an exemption from the definition of ‘‘investment company’’ under the Act (each, an ‘‘SBIC Subsidiary’’).4 Applicants state that companies operating under the SBIA, such as an SBIC Subsidiary, are subject to the SBA’s substantial regulation of permissible leverage in their capital structure. 2. Section 18(a) of the Act prohibits a registered closed-end investment company from issuing any class of senior security or selling any such security of which it is the issuer unless the company complies with the asset coverage requirements set forth in that section. Section 61(a) of the Act makes section 18 applicable to BDCs, with certain modifications. Section 18(k) exempts an investment company operating as an SBIC from the asset coverage requirements for senior securities representing indebtedness that are contained in section 18(a)(1)(A) and (B). 3. Applicants state that the Company may be required to comply with the asset coverage requirements of section 18(a) (as modified by section 61(a)) on a consolidated basis because the Company may be deemed to be an indirect issuer of any class of senior security issued by TCPC SBIC or another SBIC Subsidiary. Applicants state that applying section 18(a) (as modified by section 61(a)) on a consolidated basis generally would require that the Company treat as its own all assets and any liabilities held directly either by itself, by TCPC SBIC, or by another SBIC Subsidiary. Accordingly, the Company requests an order under section 6(c) of the Act exempting the Company from the provisions of section 18(a) (as modified by section 61(a)), such that senior securities issued by each SBIC Subsidiary that would be excluded from the SBIC Subsidiary’s asset coverage ratio by section 18(k) if it were itself a BDC would also be excluded from the 4 All existing entities that currently intend to rely on the order are named as applicants. Any other existing or future entity that may rely on the order in the future will comply with the terms and condition of the order. VerDate Sep<11>2014 19:33 Jun 18, 2015 Jkt 235001 Company’s consolidated asset coverage ratio. 4. Section 6(c) of the Act, in relevant part, permits the Commission to exempt any transaction or class of transactions from any provision of 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. Applicants state that the requested relief satisfies the section 6(c) standard. Applicants contend that, because the SBIC Subsidiary would be entitled to rely on section 18(k) if it were a BDC itself, there is no policy reason to deny the benefit of that exemption to the Company. Applicants’ Condition Applicants agree that any order granting the requested relief will be subject to the following condition: The Company will not itself issue or sell any senior security and the Company will not cause or permit TCPC SBIC or any other SBIC Subsidiary to issue or sell any senior security of which the Company, TCPC SBIC or any other SBIC Subsidiary is the issuer except to the extent permitted by section 18 (as modified for BDCs by section 61); provided that, immediately after the issuance or sale of any such senior security by any of the Company, TCPC SBIC or any other SBIC Subsidiary, the Company, individually and on a consolidated basis, shall have the asset coverage required by section 18(a) (as modified by section 61(a)). In determining whether the Company, TCPC SBIC and any other SBIC Subsidiary on a consolidated basis have the asset coverage required by section 18(a) (as modified by section 61(a)), any senior securities representing indebtedness of an SBIC Subsidiary shall not be considered senior securities and, for purposes of the definition of ‘‘asset coverage’’ in section 18(h), shall be treated as indebtedness not represented by senior securities but only if that SBIC Subsidiary has issued indebtedness that is held or guaranteed by the SBA. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2015–15046 Filed 6–18–15; 8:45 am] BILLING CODE 8011–01–P PO 00000 Frm 00119 Fmt 4703 Sfmt 4703 35417 SECURITIES AND EXCHANGE COMMISSION [File No. 500–1] In The Matter of Revolutionary Concepts, Inc.; Order of Suspension of Trading June 17, 2015. It appears to the Securities and Exchange Commission (‘‘Commission’’) that there is a lack of current and accurate information concerning the securities of Revolutionary Concepts, Inc. (‘‘REVO’’) because, among other things, of questions regarding the accuracy and completeness of REVO’s representations to investors and prospective investors in REVO’s public filings with the Commission and REVO’s publicly-available press releases and other public statements. In particular, there are questions regarding the accuracy and completeness of REVO’s public assertions relating to, among other things: (1) REVO’s license of certain patents to Eyetalk365, LLC (‘‘Eyetalk’’), including a $900,000 ‘‘in consideration’’ fee paid by Eyetalk to REVO and related net income received by REVO; (2) a line of credit of up to $10 million obtained by REVO’s wholly-owned subsidiary, Greenwood Finance Group, LLC (‘‘Greenwood’’); (3) Greenwood’s ownership of $7 million of promissory notes, and interest payments made to Greenwood in connection with such promissory notes with a projected possible cash value exceeding $1 million; and (4) REVO’s possible plans to issue dividends and buy back shares of its common stock. In addition, REVO currently is delinquent in filing its Form 10–K annual report for its fiscal year ended December 31, 2014, and its Form 10–Q quarterly report for its first quarter ended March 31, 2015. Based on REVO’s most recent Form 10–K annual report filed for its fiscal year ended December 31, 2013, REVO is a Nevada corporation based in Charlotte, North Carolina. The company’s common stock is quoted on OTC Link operated by OTC Markets Group, Inc. under the symbol ‘‘REVO.’’ As of June 5, 2015, the company’s stock had 10 market makers and was eligible for the ‘‘piggyback’’ exception of Rule 15c2–11(f)(3). The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of REVO. Therefore, it is ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of REVO is suspended for the E:\FR\FM\19JNN1.SGM 19JNN1

Agencies

[Federal Register Volume 80, Number 118 (Friday, June 19, 2015)]
[Notices]
[Pages 35416-35417]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-15046]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31670; 812-14275]


TCP Capital Corp., et al.; Notice of Application

June 15, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the 
Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 18(a) and 61(a) of the Act.

-----------------------------------------------------------------------

Applicants: TCP Capital Corp. (the ``Holding Company''), Special Value 
Continuation Partners, LP (the ``Operating Company'' and, together with 
the Holding Company, the ``Company''), Tennenbaum Capital Partners, LLC 
(``TCPC Advisor''), TCPC SBIC, LP (``TCPC SBIC'') and TCPC SBIC GP, LLC 
(``General Partner'').

Summary of the Application: The Company requests an order to permit it 
to adhere to a modified asset coverage requirement.

Filing Dates: The application was filed February 7, 2014, and amended 
on July 7, 2014, December 4, 2014, March 4, 2015, May 7, 2015, and June 
5, 2015.

Hearing or Notification of Hearing: An order granting the requested 
relief 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 July 10, 2015, and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, 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: Howard M. Levkowitz, 
Chief Executive Officer, TCP Capital Corp., 2951 28th Street, Suite 
1000, Santa Monica, California 90405.

FOR FURTHER INFORMATION CONTACT: Kieran G. Brown, Senior Counsel, at 
(202) 551-6773, or Daniele Marchesani, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

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.

Applicants' Representations

    1. The Holding Company is a Delaware corporation. The Operating 
Company is a Delaware limited partnership. Each is an externally 
managed, non-diversified, closed-end management investment company that 
has elected to be treated as a business development company (``BDC'') 
under the Act.\1\ The Holding Company is a holding company with no 
direct operations, and currently its only business and sole asset is 
its ownership of all of the common limited partner interests in the 
Operating Company, which represents approximately 100% of the common 
equity and 86.1% of the combined common and preferred equity interests 
of the Operating Company as of December 31, 2014.\2\ The Holding 
Company's ownership percentage of the Operating Company will not 
decrease from its current level.\3\ The investment objective of the 
Company is to achieve high total returns through current income and 
capital appreciation, with an emphasis on principal protection.
---------------------------------------------------------------------------

    \1\ Section 2(a)(48) defines a BDC to be any closed-end 
investment company that operates for the purpose of making 
investments in securities described in section 55(a)(1) through 
55(a)(3) of the Act and makes available significant managerial 
assistance with respect to the issuers of such securities.
    \2\ In addition to common limited partnership interests, at 
December 31, 2014, the Operating Company had 6,700 Series A 
preferred limited partner interests (``Preferred Interests'') issued 
and outstanding with a liquidation preference of $20,000 per 
Preferred Interest. Per a conversation between the Holding Company's 
counsel and the staff of the Division of Investment Management on or 
about April 27, 2011, the Applicants are relying on New Mountain 
Finance Corporation, SEC No-Action Letter (April 27, 2011) for the 
Holding Company and the Operating Company to operate as BDCs under 
the two-tier structure described above.
    \3\ There are no significant ways compliance with the Act 
differs under this structure wherein the Holding Company owns 86.1% 
of the Operating Company, than a structure wherein the Operating 
Company were a wholly-owned subsidiary of the Holding Company. The 
Preferred Interests will be subject to mandatory redemption on July 
31, 2016. Once the Preferred Interests are redeemed, the Operating 
Company will be a wholly-owned subsidiary of the Holding Company.
---------------------------------------------------------------------------

    2. TCPC SBIC, a Delaware limited partnership, is a small business 
investment company (``SBIC'') licensed by the Small Business 
Administration (``SBA'') to operate under the Small Business Investment 
Act of 1958 (``SBIA''). TCPC SBIC is excluded from the definition of 
investment company by section 3(c)(7) of the Act. The Operating Company 
is the sole limited partner of TCPC SBIC and owns more than 95% of the 
outstanding voting securities of TCPC SBIC consistent with the 
definition of ``wholly-owned subsidiary'' contained in section 2(a)(43) 
of the Act. The General Partner, a Delaware limited liability company, 
is the sole general partner of TCPC SBIC. The Operating Company is the 
sole member of the General Partner.
    3. TCPC Advisor, a Delaware limited liability company, is the 
investment adviser to the Company. TCPC Advisor is registered under the 
Investment Advisers Act of 1940. Subject to the overall supervision of 
the General Partner, TCPC Advisor will also serve as the investment 
manager to TCPC SBIC and to any other SBIC Subsidiaries (as defined 
below).

[[Page 35417]]

Applicants' Legal Analysis

    1. The Company requests an exemption pursuant to section 6(c) of 
the Act from the provisions of sections 18(a) and 61(a) of the Act to 
permit it to adhere to a modified asset coverage requirement with 
respect to any direct or indirect wholly-owned subsidiary of the 
Operating Company or the Holding Company that is licensed by the SBA to 
operate under the SBIA as an SBIC and relies on section 3(c)(7) for an 
exemption from the definition of ``investment company'' under the Act 
(each, an ``SBIC Subsidiary'').\4\ Applicants state that companies 
operating under the SBIA, such as an SBIC Subsidiary, are subject to 
the SBA's substantial regulation of permissible leverage in their 
capital structure.
---------------------------------------------------------------------------

    \4\ All existing entities that currently intend to rely on the 
order are named as applicants. Any other existing or future entity 
that may rely on the order in the future will comply with the terms 
and condition of the order.
---------------------------------------------------------------------------

    2. Section 18(a) of the Act prohibits a registered closed-end 
investment company from issuing any class of senior security or selling 
any such security of which it is the issuer unless the company complies 
with the asset coverage requirements set forth in that section. Section 
61(a) of the Act makes section 18 applicable to BDCs, with certain 
modifications. Section 18(k) exempts an investment company operating as 
an SBIC from the asset coverage requirements for senior securities 
representing indebtedness that are contained in section 18(a)(1)(A) and 
(B).
    3. Applicants state that the Company may be required to comply with 
the asset coverage requirements of section 18(a) (as modified by 
section 61(a)) on a consolidated basis because the Company may be 
deemed to be an indirect issuer of any class of senior security issued 
by TCPC SBIC or another SBIC Subsidiary. Applicants state that applying 
section 18(a) (as modified by section 61(a)) on a consolidated basis 
generally would require that the Company treat as its own all assets 
and any liabilities held directly either by itself, by TCPC SBIC, or by 
another SBIC Subsidiary. Accordingly, the Company requests an order 
under section 6(c) of the Act exempting the Company from the provisions 
of section 18(a) (as modified by section 61(a)), such that senior 
securities issued by each SBIC Subsidiary that would be excluded from 
the SBIC Subsidiary's asset coverage ratio by section 18(k) if it were 
itself a BDC would also be excluded from the Company's consolidated 
asset coverage ratio.
    4. Section 6(c) of the Act, in relevant part, permits the 
Commission to exempt any transaction or class of transactions from any 
provision of 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. Applicants state that the requested relief 
satisfies the section 6(c) standard. Applicants contend that, because 
the SBIC Subsidiary would be entitled to rely on section 18(k) if it 
were a BDC itself, there is no policy reason to deny the benefit of 
that exemption to the Company.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    The Company will not itself issue or sell any senior security and 
the Company will not cause or permit TCPC SBIC or any other SBIC 
Subsidiary to issue or sell any senior security of which the Company, 
TCPC SBIC or any other SBIC Subsidiary is the issuer except to the 
extent permitted by section 18 (as modified for BDCs by section 61); 
provided that, immediately after the issuance or sale of any such 
senior security by any of the Company, TCPC SBIC or any other SBIC 
Subsidiary, the Company, individually and on a consolidated basis, 
shall have the asset coverage required by section 18(a) (as modified by 
section 61(a)). In determining whether the Company, TCPC SBIC and any 
other SBIC Subsidiary on a consolidated basis have the asset coverage 
required by section 18(a) (as modified by section 61(a)), any senior 
securities representing indebtedness of an SBIC Subsidiary shall not be 
considered senior securities and, for purposes of the definition of 
``asset coverage'' in section 18(h), shall be treated as indebtedness 
not represented by senior securities but only if that SBIC Subsidiary 
has issued indebtedness that is held or guaranteed by the SBA.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-15046 Filed 6-18-15; 8:45 am]
 BILLING CODE 8011-01-P
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