SEC Company Response from Oxford Square Capital Corp. (OXSQ, OXSQG, OXSQH) (CIK 0001259429) (OXSQ) — Nov 2, 2012
Oxford Square Capital Corp. (OXSQ, OXSQG, OXSQH) (CIK 0001259429)
Date: Nov. 2, 2012 · CIK: 0001259429 · Accession: 0001144204-12-059204
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-183605
Letter
VIA EDGAR Division of Investment Management Re: TICC Capital Corp. Registration Statement on Form N-2 Filed August 29, 2012 File No. 333-183605
Dear Mr. Minore:
On behalf of TICC Capital Corp. (the “Company”), set forth below is the Company’s response to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company in a letter, dated September 27, 2012, with respect to the Company’s registration statement on Form N-2 (File No. 333-183605), filed with the Commission on August 29, 2012 (the “Registration Statement”), and the prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below and are followed by the Company’s response. Where revisions to the Prospectus are indicated in the Company’s responses set forth below, such revisions have been included Amendment No. 1 to the Registration Statement filed concurrently herewith.
Prospectus – Outside Front Cover Page
1. Disclose that the securities in which the Company invests will generally be considered below investment grade, which are also known as junk securities, and that most of the Company’s debt investments will not fully amortize during their lifetime, which could result in a substantial amount of unpaid principal and interest due upon maturity.
The Company has revised the disclosure set forth in the “Summary” and “Business” sections of the Prospectus in response to the Staff’s comment.
Dominic Minore, Esq.
November 2, 2012
Page 2
2. Disclose the per share net asset value of the Company’s common shares as of a recent date.
The Company has revised the cover page of the Prospectus in response to the Staff’s comment.
About This Prospectus
3. Expand the disclosure to make clear that the related prospectus supplement and “this prospectus” will together constitute the prospectus for an offering of the Company’s securities.
The Company has revised the above-referenced disclosure in response to the Staff’s comment.
4. Clarify in the last sentence that all of the material terms of any exhibits and the additional information described under the heading “Where You Can Find Additional Information” that should be read before you make an investment decision will nonetheless be summarized in the prospectus or applicable prospectus supplement.
The Company has revised the above-referenced disclosure in response to the Staff’s comment.
Summary
5. Provide an organizational chart showing the relationship among the various TICC entities described in the prospectus. Also include in the organizational chart the extent of the Company’s ownership in its direct and indirect subsidiaries.
The Company has revised the disclosure set forth in the “Summary” and “Business” sections of the Prospectus in response to the Staff’s comment.
Overview
6. Expand the last sentence of the fourth paragraph to indicate that securities of below investment grade quality are also known as junk securities and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.
The Company has revised the above-referenced disclosure in response to the Staff’s comment.
Dominic Minore, Esq.
November 2, 2012
Page 3
7. In an appropriate place in the prospectus highlight the following matters that pertain to the Company’s securitization transactions:
· Disclose in plain English the salient characteristics of a securitization transaction and explain why the Company engaged in these transactions.
· Disclose whether the Company will be sponsoring additional securitizations of the Company’s assets. If it will, also disclose (1) how future securitizations will be structured
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CORRESP
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filename1.htm
[Letterhead of Sutherland Asbill &
Brennan LLP]
November 2, 2012
VIA EDGAR
Dominic Minore, Esq.
Senior Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: TICC Capital Corp.
Registration Statement on Form
N-2
Filed August 29, 2012
File No. 333-183605
Dear Mr. Minore:
On behalf of TICC
Capital Corp. (the “Company”), set forth below is the Company’s response to the comments provided
by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) to the Company in a letter, dated September 27, 2012, with respect to the Company’s
registration statement on Form N-2 (File No. 333-183605), filed with the Commission on August 29, 2012 (the “Registration
Statement”), and the prospectus included therein (the “Prospectus”). The Staff’s
comments are set forth below and are followed by the Company’s response. Where revisions to the Prospectus are indicated
in the Company’s responses set forth below, such revisions have been included Amendment No. 1 to the Registration Statement
filed concurrently herewith.
Prospectus – Outside Front Cover
Page
1. Disclose
that the securities in which
the Company invests will generally
be considered below investment
grade, which are also known
as junk securities, and that
most of the Company’s
debt investments will not fully
amortize during their lifetime,
which could result in a substantial
amount of unpaid principal
and interest due upon maturity.
The Company has revised the disclosure
set forth in the “Summary” and “Business” sections of the Prospectus in response to the Staff’s
comment.
Dominic Minore, Esq.
November 2, 2012
Page 2
2. Disclose
the per share net asset value
of the Company’s common
shares as of a recent date.
The Company has revised the cover page
of the Prospectus in response to the Staff’s comment.
About
This Prospectus
3. Expand
the disclosure to make clear
that the related prospectus
supplement and “this
prospectus” will together
constitute the prospectus for
an offering of the Company’s
securities.
The Company has revised the above-referenced
disclosure in response to the Staff’s comment.
4. Clarify
in the last sentence that all
of the material terms of any
exhibits and the additional
information described under
the heading “Where You
Can Find Additional Information”
that should be read before
you make an investment decision
will nonetheless be summarized
in the prospectus or applicable
prospectus supplement.
The Company has revised the above-referenced
disclosure in response to the Staff’s comment.
Summary
5. Provide
an organizational chart showing
the relationship among the
various TICC entities described
in the prospectus. Also include
in the organizational chart
the extent of the Company’s
ownership in its direct and
indirect subsidiaries.
The Company has revised the disclosure
set forth in the “Summary” and “Business” sections of the Prospectus in response to the Staff’s
comment.
Overview
6. Expand
the last sentence of the fourth
paragraph to indicate that
securities of below investment
grade quality are also known
as junk securities and have
predominantly speculative characteristics
with respect to the issuer’s
capacity to pay interest and
repay principal.
The Company has revised the above-referenced
disclosure in response to the Staff’s comment.
Dominic Minore, Esq.
November 2, 2012
Page 3
7. In
an appropriate place in the
prospectus highlight the following
matters that pertain to the
Company’s securitization
transactions:
· Disclose
in
plain
English
the
salient
characteristics
of
a
securitization
transaction
and
explain
why
the
Company
engaged
in
these
transactions.
· Disclose
whether
the
Company
will
be
sponsoring
additional
securitizations
of
the
Company’s
assets.
If
it
will,
also
disclose
(1)
how
future
securitizations
will
be
structured