0001144204-11-059161.txt : 20120611 0001144204-11-059161.hdr.sgml : 20120611 20111025120059 ACCESSION NUMBER: 0001144204-11-059161 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Full Circle Capital Corp CENTRAL INDEX KEY: 0001490013 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 800 WESTCHESTER AVE., SUITE S-620 CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 914-220-6300 MAIL ADDRESS: STREET 1: 800 WESTCHESTER AVE., SUITE S-620 CITY: RYE BROOK STATE: NY ZIP: 10573 CORRESP 1 filename1.htm Unassociated Document
 
From: Mahon, John [mailto:John.Mahon@sutherland.com]
Sent: Monday, October 24, 2011 3:12 PM
To: Rupert, Kevin C.
Cc: Boehm, Steven; Sayler, Bradford
Subject: Full Circle Capital Corp. - Preliminary Proxy Materials on Schedule 14A
 
Kevin:
 
Please find attached a draft response letter and marked page indicating our proposed revision to Full Circle's preliminary proxy materials in response to your comments from last week.  Per your request, we intend to file this email and its attachments as correspondence on EDGAR as well.
 
Please feel free to call us if you have any questions.

Regards,
 
John
 
 
John J. Mahon | Partner
 
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue NW | Washington, DC 20004-2415
202 383.0515 direct | 202.641.4481 mobile | 202.637.3593 facsimile
john.mahon@sutherland.com | www.sutherland.com
 
To learn more about alternative fund structures and our BDC and Alternative Assets Practice Group, please visit www.publiclytradedprivateequity.com.
 
 
 
 
 
SUTHERLAND DRAFT
October 24, 2011

 
[Letterhead of Sutherland Asbill & Brennan LLP]




October [26], 2011



VIA EDGAR

Mr. Kevin Rupert
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Re:           Full Circle Capital Corporation
Preliminary Proxy Materials on Schedule 14A filed October 11, 2011
File No. 814-00809

Dear Mr. Rupert:

On behalf of Full Circle Capital Corporation (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company with respect to the Company’s preliminary proxy materials on Schedule 14A (File No. 814-00809), filed with the Commission on October 11, 2011 (the “Proxy Materials”).  The Staff’s comments are set forth below and are followed by the Company’s responses.

Proposal III – Approval to Authorize the Company, with Approval of its Board of Directors, to Sell Shares of its Common Stock at a Price or Prices Below the Company’s Then Current Net Asset Value Per Share in One or More Offerings

1.
Please revise the disclosure set forth in the paragraph under the heading “Maintenance or Possible Increase in Dividends” to remove language suggesting that the ability to raise additional capital would potentially allow the Company to increase the size of its dividends.

The Company has deleted the above-referenced paragraph in response to the Staff’s comment.


 
 
 

Mr. Kevin Rupert
October [26], 2011
Page 2

General

2.
Please provide the required Tandy representations to the Staff.

Pursuant to the Staff’s request, in connection with the Staff’s review of the Company’s preliminary proxy statement on Schedule 14A (File No. 814-00809) filed on October 11, 2011, the Company hereby acknowledges that:

 
·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 
·
should the Commission or the Staff clear comments on the filing, it does not foreclose the Commission from taking any action with respect to the filing;

 
·
the action of the Commission or the Staff in advising the Company that it has cleared comments on the filing does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 
·
the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


*          *          *

If you have any questions or additional comments concerning the foregoing, please contact John J. Mahon at (202) 383-0515 or the undersigned at (202) 383-0176.

Sincerely,

/s/ Steven B. Boehm

Steven B. Boehm