Risk factors: An investment in our class A common shares involves a high degree of risk and is highly speculative. See “Risk Factors” and the other information included in our prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our class A common shares. Prospective investors should realize, however, that factors other than those set forth in the Prospectus may ultimately affect the investment in a manner and to a degree which cannot be foreseen at this time. Some of the risks, discussed in greater detail in “Risk Factors” of the Prospectus include, but are not limited to the following:
We are a relatively new company and have a limited operating history and are subject to the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives. While management of our Adviser has substantial middle market investment experience, our Adviser has limited prior experience managing a BDC or a RIC. We do not intend to list our shares on any securities exchange during this offering and for a substantial period thereafter and we do not expect a public market for our shares to develop in the foreseeable future. As such our shares will be very illiquid for a long time. Further, if we do list our shares, they may trade below our net asset value, as is common with publicly-traded closed- end funds. As a result of these factors, an investment in our shares is not suitable for investors who require short or medium term liquidity. The amount of any distributions we may make is uncertain. Further, portions of the distributions that we make may represent a return of capital to you. We intend to qualify as a RIC for federal income tax purposes, but may fail to do so. Such failure would subject us to federal income tax on all of our income, which would have a material adverse effect on our financial performance. As a result of the annual distribution requirement to qualify as a RIC, we will likely need to continually raise cash or make borrowings to fund new investments. At times, these sources of funding may not be available to us. We are subject to financial market risks, including changes in interest rates which may have a substantial negative effect on our investments. A significant portion of our portfolio will be recorded at fair value as determined in good faith by our board of directors. As a result, there could be uncertainty as to the actual market value of our portfolio investments. Investing in small and mid-sized private companies involves a number of significant risks related to their size, limited experience, lesser degree of financial stability and smaller pool of management talent, leading to risk of loss. In addition, evaluating such companies for investment may be more difficult due to the lack of publicly available information. We may make debt investments or finance transactions with debt instruments which may make payments in kind (“PIK”) interest payments that are capitalized for some portion or over the life of the loan. PIK loans generally represent a significantly higher credit risk than coupon loans. PIK loans have unreliable valuations and PIK accruals may create uncertainty about the source of distributions to shareholders. Further, the deferral of PIK interest has the effect of increasing assets under management and, therefore, increasing the base management fee and possibly the incentive fee at a compounding rate, which may create the risk of non-refundable cash payments to the adviser based on accruals that may never be realized. We have not identified specific investments that we will make, and therefore you will not have the opportunity to evaluate our investments prior to investment. To the extent that there are significant delays in the application of the initial or subsequent proceeds of this offering to our investment program, from time to time, due to market conditions, the relative lack of suitable investment candidates or the time needed for transaction due diligence and execution, it will be more difficult to achieve our investment objectives and our returns may be adversely affected. An investment strategy focused primarily on privately-held companies, presents certain challenges, including the lack of available information about these companies, an illiquid market which may affect our ability to exit investments, and more limited access to capital which could add financial stress to such companies. As a non-diversified fund, we may concentrate our investments in companies in a particular industry or industries which could magnify the impact of any adverse events on our operating results due to such industry or industries. We may borrow funds to make investments. Leverage increases the volatility of investments. Moreover, our management fees will be higher than if we did not use leverage, whether or not the leveraged investments are ultimately successful.
Investors will not have preemptive rights to any shares we issue in the future. Your interest in us may be diluted if we issue additional shares, as we intend to do in this offering, which could reduce the overall value of your investment. Further, distribution requirements associated with our qualifications as a RIC for U.S. federal income tax purposes may require us to periodically access the capital markets to raise cash to fund new investments, which may lead to greater dilution.
Current market conditions have adversely affected the capital markets and have reduced the availability of debt and equity capital for the market as a whole and financial firms in particular. These conditions may make it more difficult for us to achieve our investment objectives. Our Adviser may have an incentive to increase portfolio leverage in order to earn higher base management fees. In addition, the Adviser may be incentivized to enter into investments that are riskier or more speculative than would otherwise be the case for the potential for greater incentive based fees under the investment advisory agreement. This is a “best efforts” offering and if we are unable to raise substantial funds then we will be more limited in the number and type of investments we may be able to make.
Our Dealer Manager has limited experience selling shares on behalf of a BDC and may be unable to sell a sufficient number of shares for us to achieve our investment objectives. Our Adviser and its affiliates may face conflicts of interest as a result of compensation arrangements, time constraints and competition for investments, which they will attempt to resolve in a fair and equitable manner, but which may result in actions that are not in your best interests.
We established the offering price for our class A common shares on an arbitrary basis, and the offering price may not accurately reflect the value of our assets.
The purchase price at which you purchase shares will be determined at each closing date. As a result, your purchase price may be higher than the prior closing price per share, and therefore you may receive a smaller number of shares than if you had subscribed at the prior closing price. Our portfolio investments, especially until we raise significant capital from this offering, may be concentrated in a limited number of investments, which would magnify the effect of any losses suffered in a few of these investments. Shares of publicly-traded, closed-end investment companies frequently trade at a discount to their net asset value. Should we list our shares, we would not be able to predict whether our class A common shares would trade above, at, or below net asset value. This risk is separate and distinct from the risk that our net asset value per share may decline. We may issue preferred stock with rights and preferences that would adversely affect the holders of class A common shares, including preferences as to cash distributions and preferences upon the liquidation or dissolution of the Company. As well, preferred stock will subject us to additional legal requirements under the Company Act. We may invest, to a limited extent, in foreign companies and, if we do so, we may engage in related currency hedging transactions which could entail additional risks. While hedging transactions would be intended to offset declines in the value of our foreign portfolio positions due to currency fluctuations, they could result in poorer overall investment performance due to unanticipated changes.
DISCLOSURES, DISCLAIMERS & NOTES: THIS DOCUMENT IS CONFIDENTIAL AND MAY NOT BE SHOWN, COPIED, TRANSMITTED, OR OTHERWISE GIVEN TO ANY PERSON OTHER THAN THE PERSON RECEIVING IT WITHOUT THE PRIOR WRITTEN CONSENT OF TRITON PACIFIC. (a) This information is not, and should not be deemed to construe, an offer to sell or a solicitation of an offer to purchase any security. Offers will only be made through a qualified prospectus to suitable investors and where permitted by law. Nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security. This information should not be construed as advice designed to meet the particular investment needs of any investor. No recommendation or advice is being given as to whether any investment or strategy is suitable for a particular investor. It should not be assumed that any investment in securities, companies, sectors or markets identified and described herein were or will be profitable. Prospective investors should pay particular attention to the “Risk Factors” section of the prospectus. Neither the SEC, the Attorney-General of the State of New York nor any other state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (b) Information provided herein is believed to be true as of the date written herein and has been gathered from available sources and third parties believed to be reliable. Neither Triton Pacific nor any other person assumes any responsibility for the accuracy, reliability or completeness of such information and no representation or warranty is made with respect thereto. (c) Certain statements contained in this document constitute “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Any such statements, performance projections and results contained in the enclosed material are based upon assumptions, some of which will vary, perhaps materially, from actual events and should in no event be viewed as predictions or representations as to actual performance. As well, such projections are not prepared to comply with any specific rules or guidelines or the reporting standards of the Securities and Exchange Commission, GAAP, the AIMR, or any other regulatory agency or trade organization, all of which may be applicable to the presentation of such information. There is no guarantee that TPIC will achieve its investment objectives nor is any such guarantee to be construed as implied or promised. (d) Past performance does not guarantee future results. (e) An investment in TPIC includes a number of risks, including, without limitation, risks related to investment objectives, limited operating history, uncertainty of distributions, inconsistent valuation of the portfolio, changing interest rate risk, potential utilization of leverage, reliance on the investment advisor and its personnel, potential conflicts of interest, payment of fees to affiliates and risks related to illiquidity. Investing in private equity investments, including TPIC, is subject to substantial risks and may not be suitable for all investors. A prospective investor must consider, understand and be comfortable with such risks, as discussed further in the prospectus. (f) It should also be noted, the Weighted Average Effective Yield Debt Instruments projections do not reflect a yield generated by the TPIC. (1) Certain states may have different suitability requirements. Please see the Prospectus for additional information.