U.S. SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
In
the Matter of the Application of:
TRIPLEPOINT
VENTURE GROWTH BDC CORP., TRIPLEPOINT PRIVATE VENTURE CREDIT INC., TPVG VARIABLE FUNDING COMPANY LLC, TPVG INVESTMENT LLC, TPVC FUNDING
COMPANY LLC, TPVC INVESTMENT LLC, TRIPLEPOINT VENTURE LENDING FUND, LLC, TRIPLEPOINT VENTURE LENDING SPV, LLC, TRIPLEPOINT ADVISERS
LLC, TRIPLEPOINT CAPITAL LLC, TRIPLEPOINT FINANCIAL LLC, TPF FUNDING 1 LLC, TPF FUNDING 2 LLC, TRIPLEPOINT VENTURES 5 LLC, TPC CREDIT
PARTNERS 3 LLC
|
APPLICATION
FOR AN ORDER TO AMEND A PRIOR ORDER UNDER SECTIONS 17(d)
AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1 UNDER
THE INVESTMENT COMPANY ACT OF 1940 TO PERMIT CERTAIN JOINT
TRANSACTIONS OTHERWISE PROHIBITED BY
SECTIONS 17(d) AND 57(a)(4) OF THE INVESTMENT COMPANY ACT OF 1940 AND
RULE 17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
|
Please
direct all communications, notices and orders to:
James
P. Labe
Sajal
K. Srivastava
TriplePoint
Advisers LLC
2755
Sand Hill Road, Suite 150
Menlo
Park, California 94025
(650)
854-2090
|
Copies
to:
Harry
S. Pangas, Esq.
Clay
Douglas, Esq.
Dechert
LLP
1900
K Street NW
Washington,
DC 20006
(202)
261-3300
|
August
21, 2023
UNITED
STATES OF AMERICA
BEFORE
THE
SECURITIES
AND EXCHANGE COMMISSION
In
the matter of:
TRIPLEPOINT
VENTURE GROWTH BDC CORP., TRIPLEPOINT PRIVATE VENTURE CREDIT INC., TPVG VARIABLE FUNDING COMPANY LLC,
TPVG
INVESTMENT LLC,
TPVC
FUNDING COMPANY LLC,
TPVC
INVESTMENT LLC,
TRIPLEPOINT
VENTURE LENDING FUND, LLC, TRIPLEPOINT VENTURE LENDING SPV, LLC,
TRIPLEPOINT
ADVISERS LLC,
TRIPLEPOINT
CAPITAL LLC,
TRIPLEPOINT
FINANCIAL LLC,
TPF FUNDING
1 LLC,
TPF FUNDING
2 LLC,
TRIPLEPOINT
VENTURES 5 LLC,
TPC CREDIT
PARTNERS 3 LLC
2755
Sand Hill Road, Suite 150
Menlo
Park, California 94025
(650)
854-2090
File
No. 812-
Investment
Company Act of 1940
|
|
Application
for an Order to Amend a Prior Order under Sections 17(d) and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 under the
Investment Company Act of 1940 Permitting Certain Joint Transactions Otherwise Prohibited by Sections 17(d) and 57(a)(4) of the Investment
Company Act of 1940 and Rule 17d-1 under the Investment Company Act of 1940 |
INTRODUCTION
The
Applicants (as defined below) hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission
(the “Commission”) to amend the prior order issued to TriplePoint Venture
Growth BDC Corp., et al. (Investment Company Act of 1940, Release No. IC-33060, March 28, 2018) pursuant to Sections 17(d) and
57(i) of the Investment Company Act of 1940 (the “1940 Act”), and Rule 17d-1 promulgated under the 1940 Act
(the “Prior Order”), authorizing certain joint transactions that otherwise may be prohibited by Sections 17(d)
and 57(a)(4) and Rule 17d-1 under the 1940 Act.1
The
Existing Regulated Funds, the Existing Regulated Fund Subsidiaries, the BDC Adviser and the Existing Affiliated Funds (each as defined
below) may be referred to herein as the “Applicants.”
Except
as stated herein, defined terms used in this application (the “Application”) for an amended order have the
same meanings provided in the application for the Prior Order (the “Prior Application”).2
The
Prior Order permits one or more Regulated Funds and Affiliated Funds to participate in the same investment opportunities where such participation
would otherwise be prohibited under Sections 17(d) and 57(a)(4) and the rules under the 1940 Act. All Applicants are eligible to rely
on the Prior Order.
All
entities as of the date of submission of this Application that currently intend to rely on the requested Order have been named as Applicants.
Any other existing or future entity that relies on the order in the future will comply with the terms and conditions of this Application.
| 1 | Unless
otherwise indicated, all section and rule references herein are to sections of, and rules
under, the 1940 Act. |
| 2 | TriplePoint
Venture Growth BDC Corp., et al.,
File No. 812-14773, Second Amended and Restated Application, filed March 6, 2018. |
| ● | Existing
Regulated Funds |
| o | TriplePoint
Venture Growth BDC Corp. (“TPVG”), an externally managed closed-end
management investment company that has elected to be regulated as a business development
company under the 1940 Act; and |
| o | TriplePoint
Private Venture Credit Inc. (“TPVC” and together with TPVG the
“Existing Regulated Funds”), an externally managed closed-end management
investment company that has elected to be regulated as a business development company under
the 1940 Act. |
Each
of the Existing Regulated Funds is a Regulated Fund.
A description of the Existing Regulated Funds is included in Schedule A to this Application.
| ● | Existing
Regulated Fund Subsidiaries |
| o | TPVG
Variable Funding Company LLC and TPVG Investment LLC, each a Wholly-Owned Investment Sub
of TPVG (together, the “TPVG Subs”); and |
| o | TPVC
Funding Company LLC and TPVC Investment LLC, each a Wholly-Owned Investment Sub of TPVC (together,
the “TPVC Subs,” and together with the TPVG Subs, the “Existing
Regulated Fund Subsidiaries”). |
| o | TriplePoint
Advisers LLC (formerly known as TPVG Advisers LLC) (the “BDC Adviser”),
an investment adviser that is registered with the Commission under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”), which serves as the
investment adviser to each of the Existing Regulated Funds and the Existing Affiliated Funds
(as defined and identified below), on behalf of itself and its successors.
|
The
BDC Adviser is a wholly-owned subsidiary of TriplePoint (as defined below).
A
description of the BDC Adviser is included in Schedule B to this Application.
| ● | TriplePoint
and the Existing Affiliated Funds |
| o | TriplePoint
Capital LLC (“TriplePoint”), a Delaware limited liability company
exempt from registration under the 1940 Act pursuant
to Section 3(c)(7) of the 1940 Act; |
| o | TriplePoint
Financial LLC, TPF Funding 1 LLC, TPF Funding 2 LLC, TriplePoint Ventures 5 LLC, and TPC
Credit Partners 3 LLC, each either a direct and indirect wholly-owned or majority-owned subsidiary
of TriplePoint (together, with TriplePoint, the “TPC Companies”).
The TPC Companies, from time to time, may hold various financial assets in a principal capacity
(together, in such capacity, “Existing TPC Proprietary Accounts”);
and |
| o | TriplePoint
Venture Lending Fund, LLC and TriplePoint Venture Lending SPV, LLC (together, “TPVL,”
and together with the Existing TPC Proprietary Accounts, each of which is a separate and
distinct legal entity and each of which would be an investment company but for Section 3(c)(7)
of the 1940 Act, the “Existing Affiliated Funds”), each of which
is an investment fund whose investment adviser is the BDC Adviser and which would be an investment
company but for Section 3(c)(7) of the 1940 Act. |
Each
of the Existing Affiliated Funds is an Affiliated Fund and an entity whose investment adviser is an Adviser.
Applicants
Seek to Update the Definition of “Follow-On Investment”
On
April 8, 2020, the Commission announced that it would provide temporary, conditional exemptive relief (the “Temporary Relief”)
for business development companies that would permit business development companies with effective co-investment orders to participate
in Follow-On Investments with an Affiliated Fund that is not already invested in the issuer.3
In
issuing the Temporary Relief, the Commission found that in light of the effects of COVID-19 permitting these types of Follow-On Investments
was “necessary and appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended
by the policy and provisions of the 1940 Act.”4 The Temporary Relief did
not permit Follow-On Investments by Regulated Funds that were not already invested in the issuer.
Applicants
seek an amendment to the Prior Order in order to update the definition of “Follow-On Investments” to be consistent with the
Temporary Relief. The amended definition would read as follows:
“Follow-On
Investments” mean: (i) with respect to a Regulated Fund, an additional investment in the same issuer in which the Regulated
Fund is currently invested; or (ii) with respect to an Affiliated Fund, (X) an additional investment in the same issuer in which the
Affiliated Fund and at least one Regulated Fund are currently invested; or (Y) an investment in an issuer in which at least one Regulated
Fund is currently invested but in which the Affiliated Fund does not currently have an investment. An investment in an issuer includes,
but is not limited to, the exercise of warrants, conversion privileges and/or other rights to purchase securities of the issuer.
The
Applicants believe that this update will simply incorporate the terms of the Temporary Relief into the Prior Order and that the findings
made by the Commission with respect to the Temporary Relief are equally applicable to the proposed Order and do not raise new policy
concerns.
The
Applicants submit that the analysis in Section III, “Order Requested,” of the Prior Application is equally applicable to
this Application, which differs only from the Prior Application in so far as the definition of Follow-On Investments has been updated
to be consistent with the Temporary Relief.
Accordingly,
the Applicants respectfully request that the Commission grant an Order amending the Prior Order. The Applicants are seeking to amend
the definition of “Follow-On Investment” in the Prior Order in order to expressly authorize certain Affiliated Funds to participate
in Follow-On Investments under the Order consistent with the terms of the Temporary Relief.
For
the reasons stated herein, Applicants believe that:
| ● | With
respect to the relief pursuant to Sections 17(d) and 57(i) and Rule 17d-1, the relief continues
to be appropriate in the public interest and consistent with the protection of investors,
and the Regulated Funds’ participation in Co-Investment Transactions will be consistent
with the provisions, policies, and purposes of the 1940 Act and on a basis that is not different
from or less advantageous than that of other participants. |
| IV. | REPRESENTATIONS
AND CONDITIONS |
Applicants
agree that any Order of the Commission granting the requested relief will be subject to all of the representations and conditions in
the Prior Order, except that the definition of Follow-On Investments has been revised as set forth in this Application.5
| 3 | BDC
Temporary Exemptive Order, Investment Company Act Rel. Nos. 33837 (April 8, 2020) (order)
(extension granted on January 5, 2021 and further extension granted on April 22, 2021). |
| 5 | Any
and all references to an Affiliated Fund needing to be invested in an issuer as a required
precedent for a Follow-On Investment would be struck as a result of the Order. The requested
relief would not permit Follow-On Investments by Regulated Funds that are not already invested
in the issuer. |
Please
address all communications concerning this Application and the Notice and Order to:
James
P. Labe
Sajal
K. Srivastava
TriplePoint
Advisers LLC
2755
Sand Hill Road, Suite 150
Menlo
Park, California 94025
(650)
854-2090
Please
address any questions, and a copy of any communications, concerning this Application, the Notice and Order to:
Harry
S. Pangas, Esq.
Clay
Douglas, Esq.
Dechert
LLP
1900
K Street, NW
Washington,
DC 20006
(202)
261-3300
Pursuant
to Rule 0-2(c) under the 1940 Act, Applicants hereby state that each of the Existing Regulated Funds, by resolution duly adopted by its
respective Board on July 26, 2023 or July 27, 2023, as applicable (attached hereto as Exhibit A), has authorized its officers to cause
to be prepared and to execute and file with the Commission this Application and any amendment thereto under Section 57(i) of the 1940
Act and Rule 17d-1 under the 1940 Act, for an amendment to an order authorizing certain joint transactions that may otherwise be prohibited
under Section 57(a)(4) of such Act. Each person executing the application on behalf of the Existing Regulated Funds, the Existing
Regulated Fund Subsidiaries, the BDC Adviser and the Existing Affiliated Funds says that he has duly executed the Application for and
on behalf of the Existing Regulated Funds, the Existing Regulated Fund Subsidiaries, the BDC Adviser and the Existing Affiliated; that
he is authorized to execute the Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that
all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have
been taken.
All
requirements for the execution and filing of this Application in the name and on behalf of each Applicant by the undersigned have been
complied with and the undersigned is fully authorized to do so and has duly executed this Application this 21st day of August,
2023.
| |
TriplePoint Venture Growth BDC Corp. |
| |
|
|
| |
By: |
/s/ James
P. Labe |
| |
|
James P. Labe |
| |
|
Chief Executive Officer
and Chairman |
| |
TriplePoint Private
Venture Credit Inc. |
| |
|
|
| |
By: |
/s/
James P. Labe |
| |
|
James P. Labe |
| |
|
Chief
Executive Officer and Chairman |
| |
TPVG Variable Funding
Company LLC |
| |
|
|
| |
By: |
/s/
Sajal K. Srivastava |
| |
|
Sajal
K. Srivastava |
| |
|
President |
| |
TPVG Investment LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
President |
| |
TPVC Funding Company LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
President |
| |
TPVC Investment LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
President |
| |
TriplePoint Venture Lending Fund,
LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Authorized Signatory |
| |
|
| |
TriplePoint Venture Lending SPV,
LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Authorized Signatory |
| |
|
|
| |
TriplePoint Advisers LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Chief Investment Officer
and President |
| |
TriplePoint Capital LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TriplePoint Financial LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TPF Funding 1 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TriplePoint Ventures 5 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TPC Credit Partners 3 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TPF Funding 2 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
SCHEDULE
A
Existing
Regulated Funds
| ● | TPVG.
TPVG is an externally managed, closed-end management investment company that has elected
to be regulated as a business development company (“BDC”) under
the 1940 Act.6 TPVG, which was
organized as Maryland corporation on June 28, 2013, has made an election to be
treated as a regulated investment company (“RIC”) under Subchapter
M of the Internal Revenue Code of 1986 (the “Code”), and intends
to continue to make such election in the future. TPVG’s principal place of business
is 2755 Sand Hill Road, Suite 150, Menlo Park, California
94025. |
TPVG’s
investment objective is to maximize its 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 and other high growth industries backed by TriplePoint’s select group of leading venture
capital investors. TPVG invests primarily in (i) growth capital loans that have a secured collateral position and that are generally
used by venture growth stage companies to finance their continued expansion and growth, (ii) equipment financings, which may be
structured as loans or leases, that have a secured collateral position on specified mission-critical equipment, (iii) on a select
basis, revolving loans that have a secured collateral position and that are typically used by venture growth stage companies to advance
against inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections
including proceeds from a sale, financing or the equivalent and (iv) direct equity investments in venture growth stage companies.
The
business and affairs of TPVG are managed under the direction of its Board. The Board of TPVG consists of eight members, six of whom are
not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act (“Non-Interested Directors”),
of TPVG.
| ● | TPVC.
TPVC is an externally managed, closed-end management investment company that has elected
to be regulated as a BDC under the 1940 Act. TPVC was formed on October 2, 2019 as a Maryland limited
liability company and converted to a Maryland corporation on May 27, 2020. TPVC has made
an election to be treated as a RIC under Subchapter M of the Code, and intends to continue
to make such election in the future. TPVC’s principal place of business is 2755
Sand Hill Road, Suite 150, Menlo Park, California 94025. |
TPVC’s
investment objective is to maximize its total return to shareholders
primarily in the form of current income from secured loans, and secondarily through capital gains from equity “kickers” in
the form of warrants and direct equity investments to venture capital-backed companies. TPVC originates and invests primarily in loans
that have a secured collateral position and are used by venture capital-backed 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.
The
business and affairs of TPVC are managed under the direction of its Board. The Board of TPVC consists of five members, three of whom
are Non-Interested Directors of TPVC.
| 6 | 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
1940 Act and makes available significant managerial assistance with respect to the issuers
of such securities. |
SCHEDULE
B
BDC Adviser
The
BDC Adviser is organized as a Delaware limited liability company and is registered with the Commission as an investment adviser pursuant
to Section 203 of the Advisers Act. The BDC Adviser serves as investment adviser to each of the Existing Regulated Funds pursuant
to the investment advisory agreement by and between the BDC Adviser and the respective Existing Regulated Fund and manages each Existing
Regulated Fund’s portfolio in accordance with the respective Existing Regulated Fund’s investment objectives and strategies. The
BDC Adviser is a wholly-owned subsidiary of TriplePoint.
VERIFICATION
Each
of the undersigned states that he has duly executed the foregoing Application, dated August 21, 2023, for and on behalf of TriplePoint
Venture Growth BDC Corp., TriplePoint Private Venture Credit Inc., TPVG Variable Funding Company LLC, TPVG Investment LLC, TPVC Funding
Company LLC, TPVC Investment LLC, TriplePoint Venture Lending Fund, LLC, TriplePoint Venture Lending SPV, LLC, TriplePoint Advisers LLC,
TriplePoint Capital LLC, TriplePoint Financial LLC, TPF Funding 1 LLC, TPF Funding 2 LLC, TriplePoint Ventures 5 LLC and/or TPC Credit
Partners 3 LLC, as the case may be, that he holds the office with such entity as indicated below and that all action by the directors,
stockholders, general partners, trustees or members of each entity, as applicable, necessary to authorize the undersigned to execute
and file such instrument has been taken. Each of the undersigned further states that he is familiar with such instrument and the contents
thereof and that the facts set forth therein are true to the best of his knowledge, information and belief.
| |
TriplePoint Venture Growth BDC Corp. |
| |
|
|
| |
By: |
/s/ James
P. Labe |
| |
|
James P. Labe |
| |
|
Chief Executive Officer
and Chairman |
| |
TriplePoint Private
Venture Credit Inc. |
| |
|
|
| |
By: |
/s/
James P. Labe |
| |
|
James P. Labe |
| |
|
Chief
Executive Officer and Chairman |
| |
TPVG Variable Funding
Company LLC |
| |
|
|
| |
By: |
/s/
Sajal K. Srivastava |
| |
|
Sajal
K. Srivastava |
| |
|
President |
| |
TPVG Investment LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
President |
| |
TPVC Funding Company LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
President |
| |
TPVC Investment LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
President |
| |
TriplePoint Venture Lending Fund,
LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Authorized Signatory |
| |
|
|
| |
TriplePoint Venture Lending SPV, LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Authorized Signatory |
| |
TriplePoint Advisers LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Chief Investment Officer
and President |
| |
TriplePoint Capital LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TriplePoint Financial LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TPF Funding 1 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TriplePoint Ventures 5 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
TPC Credit Partners 3 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
| |
|
|
| |
TPF Funding 2 LLC |
| |
|
|
| |
By: |
/s/ Sajal
K. Srivastava |
| |
|
Sajal K. Srivastava |
| |
|
Co-Chief Executive Officer |
Exhibit
A
RESOLUTIONS
Resolutions
of the Board of Directors of TriplePoint Venture Growth
BDC Corp., as adopted on July 26, 2023
RESOLVED,
that the officers of the Company be, and each of them hereby is, authorized in the name and on behalf of the Company to submit and cause
to be filed with the SEC an application for an amended order of exemptive relief, in substantially the form as provided in connection
with this meeting, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally
or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof.
Resolutions
of the Board of Directors of TriplePoint Private Venture
Credit Inc., as adopted on July 27, 2023
RESOLVED,
that the officers of the Company be, and each of them hereby is, authorized in the name and on behalf of the Company to submit and cause
to be filed with the SEC an application for an amended order of exemptive relief, in substantially the form as provided in connection
with this meeting, with such changes, modifications, or amendments thereto as the officer or officers executing the same (personally
or by attorney) may approve as necessary or desirable, such approval to be conclusively evidenced by his, her or their execution thereof.
13
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