SEC Company Response from PennantPark Floating Rate Capital Ltd. (PFLA, PFLT) (CIK 0001504619) (PFLA) — Jun 24, 2015
PennantPark Floating Rate Capital Ltd. (PFLA, PFLT) (CIK 0001504619)
Date: June 24, 2015 · CIK: 0001504619 · Accession: 0001193125-15-233663
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-204272, 814-00891
Letter
Response Letter
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
WILLIAM J. TUTTLE
william.tuttle@dechert.com
+1 202 261 3352 Direct
+1 202 261 3009 Fax
June 24, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: Ashley Vroman-Lee
Re: PennantPark Floating Rate Capital Ltd.
Pre-Effective Amendment No. 1 to Registration Statement on Form N-14
File Numbers 333-204272 and 814-00891
Ladies and Gentlemen:
On behalf of PennantPark Floating Rate Capital Ltd., a Maryland corporation (“PFLT”), we hereby respond to the comments to PFLT’s Registration Statement on Form N-14 (Registration No. 333-204272) (the “Registration Statement”) raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pursuant to a telephone call on June 23, 2015 between Ms. Ashley Vroman-Lee of the Staff and Mr. William Tuttle of Dechert LLP, outside counsel to PFLT. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement.
Comparative Fees and Expenses
1. Please revise the comparative fees and expenses table to use actual amounts for each of PFLT and MCG.
Response:
PFLT respectfully submits that the comparative fees and expenses table is based on actual amounts for each of PFLT and MCG and hereby agrees to modify the disclosure in the joint proxy statement and prospectus to be mailed to holders of PFLT Common Stock and MCG Common Stock (and filed by PFLT with the Commission pursuant to Rule 497 under the Securities Act) to clarify accordingly.
United States Securities and Exchange Commission
June 24, 2015
Page 2
2. In footnote 4, please remove the disclosure that comparison of the individual items of PFLT and MCG set forth under “Annual expenses” may not be useful.
Response:
PFLT hereby agrees to modify the disclosure in the joint proxy statement and prospectus, to be mailed to holders of PFLT Common Stock and MCG Common Stock (and filed by PFLT with the Commission pursuant to Rule 497 under the Securities Act) to remove the above-referenced disclosure.
* * * * * * * * * *
PFLT hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) PFLT may not assert Staff comments as a 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, please feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Thomas J. Friedmann at 202.261.3313 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ William J. Tuttle
Show Raw Text
CORRESP 1 filename1.htm Response Letter 1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com WILLIAM J. TUTTLE william.tuttle@dechert.com +1 202 261 3352 Direct +1 202 261 3009 Fax June 24, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Attn: Ashley Vroman-Lee Re: PennantPark Floating Rate Capital Ltd. Pre-Effective Amendment No. 1 to Registration Statement on Form N-14 File Numbers 333-204272 and 814-00891 Ladies and Gentlemen: On behalf of PennantPark Floating Rate Capital Ltd., a Maryland corporation (“PFLT”), we hereby respond to the comments to PFLT’s Registration Statement on Form N-14 (Registration No. 333-204272) (the “Registration Statement”) raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) pursuant to a telephone call on June 23, 2015 between Ms. Ashley Vroman-Lee of the Staff and Mr. William Tuttle of Dechert LLP, outside counsel to PFLT. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Registration Statement. Comparative Fees and Expenses 1. Please revise the comparative fees and expenses table to use actual amounts for each of PFLT and MCG. Response: PFLT respectfully submits that the comparative fees and expenses table is based on actual amounts for each of PFLT and MCG and hereby agrees to modify the disclosure in the joint proxy statement and prospectus to be mailed to holders of PFLT Common Stock and MCG Common Stock (and filed by PFLT with the Commission pursuant to Rule 497 under the Securities Act) to clarify accordingly. United States Securities and Exchange Commission June 24, 2015 Page 2 2. In footnote 4, please remove the disclosure that comparison of the individual items of PFLT and MCG set forth under “Annual expenses” may not be useful. Response: PFLT hereby agrees to modify the disclosure in the joint proxy statement and prospectus, to be mailed to holders of PFLT Common Stock and MCG Common Stock (and filed by PFLT with the Commission pursuant to Rule 497 under the Securities Act) to remove the above-referenced disclosure. * * * * * * * * * * PFLT hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) PFLT may not assert Staff comments as a 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, please feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com) or Thomas J. Friedmann at 202.261.3313 (or by email at thomas.friedmann@dechert.com). Thank you for your cooperation and attention to this matter. Sincerely, /s/ William J. Tuttle William J. Tuttle cc: Arthur H. Penn, PennantPark Floating Rate Capital Ltd. Aviv Efrat, PennantPark Floating Rate Capital Ltd. Thomas J. Friedmann, Dechert LLP