0001144204-15-015658.txt : 20150312 0001144204-15-015658.hdr.sgml : 20150312 20150312161355 ACCESSION NUMBER: 0001144204-15-015658 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150312 DATE AS OF CHANGE: 20150312 GROUP MEMBERS: ALCENTRA INVESTMENTS LTD GROUP MEMBERS: BNY ALCENTRA GROUP HOLDINGS, INC. GROUP MEMBERS: BNY MELLON, NATIONAL ASSOCIATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alcentra Capital Corp CENTRAL INDEX KEY: 0001578620 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88526 FILM NUMBER: 15696048 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 212-922-8240 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: Alcentra Capital Corp. DATE OF NAME CHANGE: 20130605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bank of New York Mellon Corp CENTRAL INDEX KEY: 0001390777 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE WALL STREET, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: ONE WALL STREET, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: Bank of New York Mellon CORP DATE OF NAME CHANGE: 20070221 SC 13D 1 v404022_sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. __)

 

Alcentra Capital Corporation

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

01374T102

(CUSIP Number)

 

The Bank of New York Mellon Corporation

One Wall Street

New York, New York 10286

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 
 
CUSIP No. 01374T102 SCHEDULE 13D Page 1 of 4

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

THE BANK OF NEW YORK MELLON CORPORATION

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [_]

(b) [_]

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

3,128,996

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

3,136,251

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,136,251

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.20%

14

TYPE OF REPORTING PERSON

 

CO; HC

           

 

 
 

 

CUSIP No. 01374T102 SCHEDULE 13D Page 2 of 4

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BNY MELLON, NATIONAL ASSOCIATION

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [_]

(b) [_]

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,402,740

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,409,995

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,409,995

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.43%

14

TYPE OF REPORTING PERSON

 

BK

           
 
 

 

CUSIP No. 01374T102 

SCHEDULE 13D Page 3 of 4

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BNY ALCENTRA GROUP HOLDINGS, INC.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [_]

(b) [_]

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,726,256

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,726,256

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,726,256

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

12.77%

14

TYPE OF REPORTING PERSON

 

CO; IA

           
 
 

CUSIP No. 01374T102 

SCHEDULE 13D Page 4 of 4

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

ALCENTRA INVESTMENTS LIMITED

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) [_]

(b) [_]

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

[_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,450,999

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,450,999

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,450,999

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.73%

14

TYPE OF REPORTING PERSON

 

CO; IA

           
 
 

 

Explanatory Note: the date of the event which requires the filing of this report is December 31, 2014, however, information contained in this Statement reflects the Reporting Persons’ beneficial ownership as of March 10, 2015.

 

Item 1.Security and Issuer

 

This statement on Schedule 13D (the “Statement”) relates to the shares of common stock, par value $0.001 per share, of Alcentra Capital Corporation, a Maryland corporation (the “Issuer”), beneficially owned by the reporting persons named herein (each, individually, a “Reporting Person” and, collectively, the “Reporting Persons”). The principal executive offices of the Issuer are located at 200 Park Avenue, 7th Floor, New York, NY 10166.


Item 2. 

Identity and Background

 

(a) – (c) This Statement is being filed jointly by the following persons:

 

(1) The Bank of New York Mellon Corporation is a Delaware corporation. Its principal business is divided into two principal segments, investment management and investment services. The address of the principal office of The Bank of New York Mellon Corporation is One Wall Street, New York, New York, 10286.

 

(2) BNY Mellon, National Association is a bank. Its principal business is providing banking and investment products and services to individuals as well as small, midsize, and large businesses and institutions. BNY Mellon, National Association is a direct wholly-owned subsidiary of The Bank of New York Mellon Corporation. The address of the principal office of BNY Mellon, National Association is BNY Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258.

 

(3) BNY Alcentra Group Holdings, Inc. is a Delaware corporation. BNY Alcentra Group Holdings, Inc. is a holding company, the principal business activities of which are to hold the stock of various other companies. BNY Alcentra Group Holdings, Inc. is an indirect wholly-owned subsidiary of The Bank of New York Mellon Corporation. The address of the principal office of BNY Alcentra Group Holdings, Inc. is 10 Graham Street, London, England, EC2V 7JD.

 

(4) Alcentra Investments Limited is a corporation organized under the laws of Bermuda. Its principal business is to provide investment management services to pooled investment vehicles. Alcentra Investments Limited is an indirect wholly-owned subsidiary of The Bank of New York Mellon Corporation. The address of the principal office of Alcentra Investments Limited is 10 Gresham Street, London, England EC2V 7JD.

 

(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding.

 

(e) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 
 

 

(f) Not applicable.

 

Certain information with respect to the directors and executive officers of the Reporting Persons is set forth in Exhibit 99.1 attached hereto, including each director’s and each executive officer’s business address, present principal occupation or employment, citizenship and other information.

 

Item 3.Source and Amount of Funds or Other Consideration

 

In connection with its initial public offering, the Issuer entered into an asset purchase agreement, dated as of May 8, 2014 by and among the Issuer, BNY Mellon-Alcentra Mezzanine III, L.P. and Alcentra NY, LLC (the “Purchase Agreement”), whereby the Issuer agreed to acquire a portfolio consisting of $155.8 million in debt and equity investments from BNY Mellon-Alcentra Mezzanine III, L.P. for approximately $64.3 million in cash and 6,100,000 shares of the Issuer’s common stock at the initial public offering price of $15.00 per share, or an aggregate amount of $91.5 million. By virtue of holding limited partner interests in BNY Mellon-Alcentra Mezzanine III, L.P., Alcentra Investments Limited acquired 1,450,999 shares of the Issuer’s common stock, advisory clients of BNY Mellon, National Association acquired 1,516,235 shares of the Issuer’s common stock.

 

As of December 31, 2014, BNY Mellon Global Credit Alternatives Fund had purchased 60,500 shares of the Issuer’s common stock on the open market for an aggregate purchase price of $768,710.69. As of March 10, 2015, BNY Mellon Global Credit Alternatives Fund has purchased an additional 214,657 shares of the Issuer’s common stock on the open market for an aggregate purchase price of $2,846,178.87.

 

BNY Mellon Global Credit Alternatives Fund is managed by Alcentra NY, LLC, which is indirectly wholly-owned by The Bank of New York Mellon Corporation. Alcentra NY, LLC also serves as the investment adviser/manager to the Issuer and BNY Mellon-Alcentra Mezzanine III, L.P.

 

Item 4. Purpose of Transaction

 

See Item 3 above.

 

With the belief that the shares of the Issuer’s common stock are consistent with the investment objective of BNY Mellon Global Credit Alternatives Fund, Alcentra NY, LLC entered into a purchase plan to purchase the Issuer’s shares of common stock on behalf of BNY Mellon Global Credit Alternatives Fund on the open market in compliance with the applicable requirements of Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934 (the “Purchase Program”). In the ordinary course of its investment business and in accordance with the Purchase Program, BNY Mellon Global Credit Alternatives Fund had acquired 60,500 shares of the Issuer’s common stock as of December 31, 2014. As of March 10, 2015, BNY Mellon Global Credit Alternatives Fund has purchased an additional 214,657 shares of the Issuer’s common stock on the open market for an aggregate purchase price of $2,846,178.87.

 

Except with respect to additional purchases pursuant to the Purchase Program and successor plans, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

 
 

  

Item 5.Interest in Securities of the Issuer

 

The percentages set forth below and on pages 1 through 4 above were calculated based on 13,516,766 shares of the Issuer’s common stock outstanding as of September 30, 2014, as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the SEC on November 10, 2014.

 

(a)(i) The Bank of New York Mellon Corporation may be deemed to beneficially own 3,136,251, or 23.20%, of the Issuer’s outstanding shares of common stock; (ii) BNY Mellon, National Association may be deemed to beneficially own 1,409,995, or 10.43%, of the Issuer’s outstanding shares of common stock; (iii) BNY Alcentra Group Holdings, Inc. may be deemed to beneficially own 1,726,256, or 12.77%, of the Issuer’s outstanding shares of common stock; and (iv) Alcentra Investments Limited may be deemed to beneficially own 1,450,999, or 10.73%, of the Issuer’s outstanding shares of common stock.

 

(b)(i) The Bank of New York Mellon Corporation shares voting power with respect to 3,128,996 of the Issuer’s shares of common stock held by Alcentra NY, LLC, Alcentra Investments Limited, BNY Mellon Global Credit Alternatives Fund and BNY Mellon National Association and shares dispositive power with respect to 3,136,251 of the Issuer’s shares of common stock held by Alcentra Investments Limited, BNY Mellon Global Credit Alternatives Fund and BNY Mellon National Association.

 

(ii) BNY Mellon, National Association shares voting power with respect to 1,402,740 of the Issuer’s shares of common stock held by clients of its wealth management branch and dispositive power with respect to 1,409,995 of the Issuer’s shares of common stock held by clients of its wealth management branch.

 

(iii) BNY Alcentra Group Holdings, Inc. shares voting and dispositive power with respect to 1,726,256 of the Issuer’s shares of common stock held by Alcentra NY, LLC, Alcentra Investments Limited and BNY Mellon Global Credit Alternatives Fund.

 

(iv) Alcentra Investments Limited shares voting and dispositive power with respect to 1,450,999 of the Issuer’s shares of common stock.

 

(c) BNY Mellon Global Credit Alternatives Fund has purchased a total of 275,157 of the Issuer’s shares of common stock, including 170,557 of the Issuer’s shares of common stock purchased during the past 60 days, which are reported as beneficially owned by The Bank of New York Mellon Corporation and BNY Alcentra Group Holdings, Inc. Please see the chart below detailing the date, price and number of shares purchased in connection with each acquisition, including those made over the past 60 days. BNY Mellon Global Credit Alternatives Fund made all such acquisitions in the open market.

 

 
 

 

Trade Date Settlement Date Shares Price Amount
12/23/2014 12/29/2014 5,300 12.7492 $67,570.76
12/24/2014 12/30/2014 5,200 12.7959 $66,538.68
12/26/2014 12/31/2014 12,500 12.6605 $158,256.25
12/29/2014 1/2/2015 12,500 12.7126 $158,907.50
12/30/2014 1/5/2015 12,500 12.7594 $159,492.50
12/31/2014 1/6/2015 12,500 12.6356 $157,945.00
1/2/2015 1/7/2015 12,500 12.7270 $159,087.50
1/5/2015 1/8/2015 6,000 12.8317 $76,990.20
1/6/2015 1/9/2015 5,000 12.8826 $64,413.00
1/7/2015 1/12/2015 9,400 13.0844 $122,993.36
1/8/2015 1/13/2015 11,200 13.1098 $146,829.76
1/9/2015 1/14/2015 5,276 13.0660 $68,936.22
1/12/2015 1/15/2015 2,400 12.9958 $31,189.92
1/13/2015 1/16/2015 10,000 12.9994 $129,994.00
1/14/2015 1/20/2015 6,800 12.9614 $88,137.52
1/15/2015 1/21/2015 4,600 12.8865 $59,277.90
1/16/2015 1/22/2015 4,700 12.8326 $60,313.22
1/20/2015 1/23/2015 5,100 12.9428 $66,008.28
1/21/2015 1/26/2015 9,650 12.9727 $125,186.56
1/22/2015 1/27/2015 5,100 12.8879 $65,728.29
1/23/2015 1/28/2015 2,400 12.8500 $30,840.00
1/26/2015 1/29/2015 4,200 13.0084 $54,635.28
1/27/2015 1/30/2015 4,200 12.9820 $54,524.40
1/28/2015 2/2/2015 5,400 12.9912 $70,152.48
1/29/2015 2/3/2015 5,100 12.9911 $66,254.61
1/30/2015 2/4/2015 4,900 12.9704 $63,554.96
2/2/2015 2/5/2015 4,300 12.9628 $55,740.04
2/3/2015 2/6/2015 2,100 12.9881 $27,275.01
2/4/2015 2/9/2015 1,500 13.3000 $19,950.00
2/5/2015 2/10/2015 8,000 13.6669 $109,335.20
2/6/2015 2/11/2015 4,500 13.8327 $62,247.15
2/9/2015 2/12/2015 7,400 13.7049 $101,416.26
2/10/2015 2/13/2015 6,600 13.7083 $90,474.78
2/11/2015 2/16/2015 2,700 13.6609 $36,884.43
2/12/2015 2/17/2015 3,500 13.5168 $47,308.80
2/13/2015 2/18/2015 6,100 13.5689 $82,770.29
2/17/2015 2/20/2015 1,700 13.5259 $22,994.03
2/18/2015 2/23/2015 3,700 13.5838 $50,260.06
2/19/2015 2/24/2015 1,000 13.5880 $13,588.00
2/20/2015 2/25/2015 8,700 13.7099 $119,276.13
2/23/2015 2/26/2015 7,100 13.7369 $97,531.99
2/24/2015 2/27/2015 5,900 13.8548 $81,743.32
2/25/2015 3/2/2015 11,800 13.9748 $164,902.64
2/26/2015 3/3/2015 4,131 13.9030 $57,433.29
Total:   275,157   $3,614,889.56

 

In addition to the transactions listed above, certain clients of the wealth management branch of BNY Mellon, National Association have engaged in transactions whereby the shares previously held in a wealth management account were transferred, sold, or otherwise disposed of by certain wealth management clients.

 

 
 

 

(d) No person (other than the Reporting Persons and their clients) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s shares of common stock reported herein.

 

(e) Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information contained in Items 4 and 5 are incorporated by reference herein. Other than as described elsewhere in this Statement, the Reporting Persons have no understandings, arrangements, relationships or contracts relating to the Issuer’s shares of common stock which are required to be described hereunder.

 

Item 7. Materials to be Filed as Exhibits

 

Exhibit  
Number Description of Exhibit
   
   
Exhibit 1 Form of Asset Purchase Agreement by and between the Issuer and BNY Mellon-Alcentra Mezzanine III, L.P. and Alcentra NY, LLC (incorporated by reference to Exhibit (k)(4) to pre-effective amendment no. 4 to the Issuer’s Registration Statement on Form N-2 (File No. 333-194521) filed on May 8, 2014).
   
Exhibit 99.1 Directors and Executive Officers of the Reporting Persons
   
Exhibit 99.2 Joint Filing Agreement
   
Exhibit 99.3 Power of Attorney for the Bank of New York Mellon Corporation and BNY Mellon, National Association.

 

 

 
 

 

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 12, 2015

 

 

 

 

THE BANK OF NEW YORK MELLON CORPORATION

 

         By: /s/ Nicholas R. Darrow

         Name: Nicholas R. Darrow

  Title: Senior Vice President

 Attorney-In-Fact for

 The Bank of New York Mellon Corporation

 

BNY MELLON, NATIONAL ASSOCIATION

 

 

By: /s/ Nicholas R. Darrow

Name: Nicholas R. Darrow

Title: Senior Vice President of The Bank of New York Mellon Corporation

Attorney-In-Fact for

BNY Mellon, National Association

 

BNY ALCENTRA GROUP HOLDINGS, INC.

 

 

By: /s/ Robert Bennett

Name: Robert Bennett

Title: Authorized Person

 

ALCENTRA INVESTMENTS LIMITED

 

By: /s/ Robert Bennett

Name: Robert Bennett

Title: Authorized Person

 

 

 

EX-99.1 2 v404022_ex99-1.htm EX-99.1

Exhibit 99.1

 

The Bank of New York Mellon Corporation

 

The name of each director and executive officer of The Bank of New York Mellon Corporation is set forth below. The business address of each person listed below is c/o The Bank of New York Mellon Corporation, One Wall Street, New York, New York 10286. Each person is a citizen of the United States of America.

 

Directors

Name Occupation
   

Nicholas M. Donofrio

Joseph J. Echevarria

Edward P. Garden

Retired EVP, Innovation and Technology of IBM Corporation

Retired CEO of Deloitte LLP

Chief Investment Officer and a founding partner of Trian Fund Management, L.P.

Jeffrey A. Goldstein Managing Director, Hellman & Friedman LLP

Gerald L. Hassell

John M. Hinshaw

Chairman and CEO of The Bank of New York Mellon Corporation

Executive Vice President of Technology and Operations at Hewlett-Packard Company

Edmund F. “Ted” Kelly Retired Chairman of Liberty Mutual Group
Richard J. Kogan Principal of The KOGAN Group LLC, RJKogan AP LLC and Jayleen Art Associates LLC
Michael J. Kowalski Chairman and CEO of Tiffany & Co.
John A. Luke, Jr. Chairman and CEO of MeadWestvaco Corporation
Mark A. Nordenberg Chancellor, CEO and Distinguished Service Professor of Law at the University of Pittsburgh
Catherine A. Rein Retired Senior EVP and Chief Administrative Officer of MetLife, Inc.
William C. Richardson President and CEO Emeritus of The W.K. Kellogg Foundation and President Emeritus, the Johns Hopkins University
Samuel C. Scott III Retired Chairman, President and CEO of Corn Products International, Inc.
Wesley W. von Schack Chairman of AEGIS Insurance Services, Inc.

 Executive Officers

Name Position
Gerald L. Hassell Chairman and Chief Executive Officer
Karen B. Peetz President
Curtis Y. Arledge Vice Chairman, CEO, Investment Management
Thomas P. Gibbons Vice Chairman and Chief Financial Officer
Richard Brueckner Chief of Staff
Brian T. Shea Vice Chairman, Chief Executive Officer, Investment Services
J. Kevin McCarthy General Counsel
Monique R. Herena Senior Vice President and Chief Human Resources Officer
Kurtis R. Kurimsky Acting Controller and Principal Accounting Officer
James S. Wiener Senior Executive Vice President and Chief Risk Officer

 

BNY Mellon, National Association

 

The name of each director and executive officer of BNY Mellon, National Association is set forth below. The business address of each person listed below is c/o BNY Mellon, National Association, 1 BNY Mellon Center, Pittsburgh, PA 15258-0001. Each person is a citizen of the United States of America.

 
 

 

Directors

Name Occupation

Nicholas M. Donofrio

 

Retired EVP, Innovation and Technology of IBM Corporation

 

Joseph J. Echevarria

 

Retired CEO of Deloitte LLP

 

Edward P. Garden Chief Investment Officer and a founding partner of Trian Fund Management, L.P.
Jeffrey A. Goldstein Managing Director, Hellman & Friedman LLP

Gerald L. Hassell

John M. Hinshaw

Chairman and CEO of The Bank of New York Mellon Corporation

Executive Vice President of Technology and Operations at Hewlett-Packard Company

Edmund F. “Ted” Kelly Retired Chairman of Liberty Mutual Group
Richard J. Kogan Principal of The KOGAN Group LLC, RJKogan AP LLC and Jayleen Art Associates LLC
Michael J. Kowalski Chairman and CEO of Tiffany & Co.
John A. Luke, Jr. Chairman and CEO of MeadWestvaco Corporation
Mark A. Nordenberg Chancellor, CEO and Distinguished Service Professor of Law at the University of Pittsburgh
Catherine A. Rein Retired Senior EVP and Chief Administrative Officer of MetLife, Inc.
William C. Richardson President and CEO Emeritus of The W.K. Kellogg Foundation and President Emeritus, the Johns Hopkins University
Samuel C. Scott III Retired Chairman, President and CEO of Corn Products International, Inc.
Wesley W. von Schack Chairman of AEGIS Insurance Services, Inc.

Executive Officers

Name Position
Gerald L. Hassell Chairman and Chief Executive Officer
Karen B. Peetz President
Curtis Y. Arledge Vice Chairman
Thomas P. Gibbons Vice Chairman and Chief Financial Officer
Richard Brueckner Chief of Staff
Brian T. Shea Vice Chairman
J. Kevin McCarthy General Counsel
Monique R. Herena Senior Vice President and Chief Human Resources Officer
Kurtis R. Kurimsky Acting Controller and Principal Accounting Officer
James S. Wiener Senior Executive Vice President and Chief Risk Officer

 

BNY Alcentra Group Holdings, Inc.

 

The name of each director and executive officer of BNY Alcentra Group Holdings, Inc. is set forth below. The business address of each person listed below is c/o BNY Alcentra Group Holdings, Inc., 10 Gresham Street, London, England, EC2V 7JD. Each person is a citizen of the United States of America with the exception of Robert Bennett, David Forbes-Nixon and Paul Hatfield who are citizens of the United Kingdom.

 

Directors

Name Occupation
   
Robert Bennett Alcentra Finance Director & Chief Operating Officer
David Forbes-Nixon Alcentra Chairman & Chief Executive Officer
Mitchell E. Harris President of BNY Mellon Investment Management
Edward H. Ladd Chairman Emeritus, Standish Mellon Asset Management Company LLC
Steven Lipiner Chief Financial Officer for BNY Mellon Investment Management

 

 
 

Executive Officers

Name Position
   
David Forbes-Nixon President
Robert Bennett Vice President
Paul J. Echausse Vice Presdient
Scott Gold Vice President
Paul Hatfield Vice President
Reza Sarmasti Vice President

 

Alcentra Investments Limited

 

The name of each director and executive officer of Alcentra Investments Limited is set forth below. The business address of each person listed below is c/o Alcentra Investments Limited, 10 Gresham Street, London, England, EC2V 7JD. Each person is a citizen of the United Kingdom, with the exception of Appleby Services (Bermuda) Ltd., which is a corporation organized under the laws of Bermuda, and Mitchel E. Harris who is a citizen of the United States of America.

 

Directors

Name Occupation
   
Robert Bennett Alcentra Finance Director & Chief Operating Officer
David Forbes-Nixon Alcentra Chairman & Chief Executive Officer
Mitchell E. Harris President of BNY Mellon Investment Management

Executive Officers

Name Position
Mitchel E. Harris President
Appleby Services (Bermuda) Ltd. Secretary
David Forbes-Nixon Vice President

 

 

EX-99.2 3 v404022_ex99-2.htm EX-99.2

Exhibit 99.2

 

AGREEMENT OF JOINT FILING

 

The undersigned acknowledge and agree that this Schedule 13D is filed on behalf of each of them and that all subsequent amendments to this Schedule 13D may be filed on behalf of each of them without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

 

Dated: March 12, 2015

 

THE BANK OF NEW YORK MELLON CORPORATION
   
By:  /s/ Nicholas R. Darrow
 
Name: Nicholas R. Darrow
Title: Senior Vice President

Attorney-In-Fact for

The Bank of New York Mellon Corporation

 

BNY MELLON, NATIONAL ASSOCIATION
   
By:  /s/ Nicholas R. Darrow
 
Name: Nicholas R. Darrow
Title: Senior Vice President of The Bank of New York Mellon Corporation

Attorney-In-Fact for

BNY Mellon National Association

 

BNY ALCENTRA GROUP HOLDINGS, INC.
   
By:  

/s/ Robert Bennett

Name: Robert Bennett
Title: Authorized Person
ALCENTRA INVESTMENTS LIMITED
   
By:  

/s/ Robert Bennett

Name: Robert Bennett
Title: Authorized Person

 

 

EX-99.3 4 v404022_ex99-3.htm EX-99.3

Exhibit 99.3

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a "Company") does hereby make, constitute and appoint each of Kenneth J. Bradle, John E. Thomas, Jr., Nicholas R. Darrow, (and any other employee of The Bank of New York Mellon Corporation, or one of its affiliates, designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings, be they written or oral, required to be made by the Company with respect to securities which may be deemed to be beneficially owned by the Company or under the Company's investment discretion under:

 

·the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including those filings required to be submitted on Form 13F, Schedule 13G and Form SH, and

 

·the laws of any jurisdiction other than the United States of America, including those filings made to disclose securities holdings as required to be submitted to regulatory agencies, exchanges and/or issuers,

 

giving and granting unto each said attorney-in-fact power and authority to correspond with issuers, regulatory authorities, and other entities as is required in support of the filings referenced above, and to act in the premises as fully and to all intents and purposes as the Company might or could do to comply with the applicable regulations if personally present by one of its authorized signatories (including, but not limited to, instructing local counsel on a Company's behalf), hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

 

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the Company or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Bank of New York Mellon Corporation or one of its affiliates.

 

This Power of Attorney may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective

as of the date set forth below.

 

THE BANK OF NEW YORK MELLON
CORPORATION

 

By:          /S/ RONALD P. O'HANLEY

Ronald P. O'Hanley

Vice Chairman

 

Date: October 12, 2009

BNY MELLON, NATIONAL ASSOCIATION

 

 

By:         /S/ GERALD L. HASSELL

Gerald L. Hassell

President

 

Date: October 12, 2009