SEC Comment Letter for NewtekOne, Inc. (NEWT, NEWTG, NEWTH, NEWTI, NEWTO, NEWTP) (CIK 0001587987) (NEWT) — Jul 13, 2015
NewtekOne, Inc. (NEWT, NEWTG, NEWTH, NEWTI, NEWTO, NEWTP) (CIK 0001587987)
Date: July 13, 2015 · CIK: 0001587987 · Accession: 0000000000-15-036365
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-204915, 814-01035
Letter
Stephen B. Boehm Sutherland Asbill & Brennan LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001 July 10, 2015
RE: Newtek Business Services Corp. File Nos.: 814-01035: 333-204915
Dear Mr. Boehm :
We have the following comments on the registration statement on Form N -2 filed on June 12, 2015, by Newtek Business Services Corp. (the “Company”) to register a $300 million aggregate offering of common shares, preferred shares, subscription rights, warrants and debt securities of the Company in a shelf offering under Rule 415 of the 1933 Act. The Company has elected to be regulated as a business development company (“BDC”) under the provisions of the Investment Company Ac t of 1940 (“1940 Act”). We have reviewed the registration statement referenced above and have the following comments.
Pursuant to Release No. 33-6510, we performed a limited review of the registration statement. According to your letter of July 8, 2015, the disclosure contained in the registration statement contains no material changes from the disclosure included in the Company’s initial registration statement filed with the Commission on October 1, 2013 and declared effective on November 12, 2014, except for (i) revisions reflecting the material developments relating to the Company since the effective date of the initial registration st atement, (ii) informat ion relating to the offering of certain additional types of securities, and (iii) the inclusion of updated financial information.
Ge ne ral
1. Whenever a comment is made with respect to disclosure in one location of the filing, it applies to similar disclosur e found elsewhere.
2. Certain items of disclosure were omitted from the registration statement. We may have comments on such items when they are included in a pre -effective amendment to the registration statement.
Prospectus
3. Common shareholders should have some basis to determine and understand the maximum dilution that might be imposed upon their shares as a result of the Company’s future issuances of securities. Please add appropriate risk disclosure and provide an example ( i.e., a table that provides dilution amounts for a common stock offering at different prices below NAV). Further, in places where you disclose that the Company may issue shares at a price below NAV with shareholder approval, add disclosure that makes it clear that shareholders have provided such approval.
4. Page 33 states, “Typically, the debt in which we invest is not initially rated by any rating agency; however, we believe that if such investments were rated, they would be below investment grade.” Please add disclosure tha t below investment grade securities are often referred to as Junk.
5. Page 54 states, “We target our debt investments, which are principally made through our small business finance platform under the SBA 7(a) program, to produce a coupon rate of prime plus 2.75% which enables us to generate rapid sales of loans in the secondary market, producing gains with a yield on investment in excess of 30%.” If true, please disclose that the “yield on investment” is determined before, and therefore do not take into account, the payment of all of the company’s expenses.
6. In your respons e letter, please describe the types of debt that the Comp any contemplates offering through this re gistration st atement. Additiona lly, under take to advise us in advance of any propos ed debt offeri ng pursuant to this registration st atement and to provide for staff review the preliminary prospectus suppl ement relating to any debt offering by the Comp any. Further undertake to clear all staff comm ents pri or to the comm encement of any such debt offer ing whenever the preliminary prospectus suppl ement m aterially differs from the form of prospectus suppl ement included in this registration st atement at the time of effectiv eness. In this regard, please note that the prospectus supplement should, as applicable: (1) Disclose that none of the Company's indebtedness is currently subordinated to the debt securities. It should also disclose whether there is a current intention to issue indebtedness that expressly provides that it is subordinated to the debt securities.
(2) Disclose that the debt securities are "structurally subordinated" and are “effectively subordinated” to all existing and future indebtedness of the Company and other obligations of its subsidiaries, financing vehicles and similar facilities. The significance of the debt securities being structural subordinated and effectively subordinated should be explained in plain English, specifically highlighting how such subordination affects the rights and priorities of the holders of the debt securities. Also, disclose the approximate total dollar amount of all liabilities and obligations to which the debt securities being offered are structurally subordinated and effectively subordinated.
(3) Refrain from using the word "senior" in the title of any debt securities issued by the Company, or when describing/identifying their ranking, if the debt securities are not
contractually senior in right of repayment to the other outstanding obligations of the Company. Even where the Company’s debt securities are contractually senior in right of repayment to the other outstanding obligations of the Company, consider the appropriateness of referring to the debt securities as “senior” when they are also structurally subordinated to the obligations of the Company’s subsidiaries, financing vehicles and similar facilities. (4) Disclose that the debt securities will not be subject to any sinking fund and explain the significance thereof; for example, state that no amounts will be set aside for the express purpose of repayment of principal and any unpaid interest on the debt securities, and that repayment of the debt securities will depend upon the financial condition of the Company and its subsidiaries as they exist as of the maturity date of the debt securities.
7. Please add an undertaking that the Company will file, during any period in which offers or sales are being made, a post -effective amendment if it determines to conduct one or more offerings of the Company’s common shares at a price below its net asset value per common share at the date the offering is begun and such offering or offerings will result in greater than a 15% dilution to the Company’s net asset value per common share.
8. Please add that the Company undertakes in the event that the securities being registered are to be of fered to existing stockholders pursuant to warrants or rights, and any securities not taken by shareholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters and the terms of any subsequent underwriting thereof. Registrant further undertakes that if any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, the Registrant shall file a post - effective amendment to set forth the terms of such offering.
9. Please add an undertaking to file a post -effective amendment to the registration statement, and to suspend any offers or sales pursuant the registration statement until such post -effective amendment has been declared effective under the 1933 Act, in the event the shares of Registrant are trading below its net asset value and either (i) Registrant receives, or has been advised by its independent registered accounting firm that it will receive, an audit report reflecting substantial doubt regarding the Regis trant’s ability to continue as a going concern or (ii) Registrant has concluded that a material adverse change has occurred in its financial position or results of operations that has caused the financial statements and other disclosures on the basis of which the offering would be made to be materially misleading.
10. We note that you have not yet filed prospectus supplements. We may have additional comments when they are submitted as exhibits to the registration statement.
Exhibits
11. Please file as an exhibit the legality opinion in respect of each category of security being registered, and related consent of counsel, with your next pre-effective amendment. In this regard, it appears that the terms of the actual offerings from this registration st atement have not yet been authori zed by the Comp any’s Board of Directors. Th erefore, in your response letter, provide an unde rtaking on behalf of the Comp any to file, in a post-effective amendment with each t akedown from this she lf registration st atement, an unqua lified legality opinion and related consent of counsel that will be consist ent with the views set forth in Staff Legal Bulle tin No. 19 (CF).
Accounting Comments
12. Please file an updated consent from McGladrey LLP with the amended N -2 filing .
13. Please file an updated audit report for the Senior Securities table.
14. In your response, confirm that the financial statements of all wholly owned and all substantially owned subsidiaries are consolidated with the financial statements of the Company.
15. Confi rm that the C ompany pe rforms a quarterly analysis as to whe ther the disclo sure requirements of Rules 3-09 or 4-08(g) of Regulation S-X should be applied for any unconsolidated subsidiaries .
o The Staff believes that Rules 3-09 and 4-08( g) of Regulation S-X ap ply to BDCs and RICs. Rule 3-09 of Regulation S-X is a pplicable for a majority owned subsidiary (greater than 50% ownership) that is not consolidated by the Registr ant. R ule 4-08(g) of Reg ulation S-X is ap plicable for subsidiaries (generally, 25% or more ownership) not consolidated.
o See definition of subsidiary in 1-02 (x) of Regulation S -X and definition of affiliate in Section 602(a) of Regulation S -X.
16. In the Fees and Expenses table on page 18, if the Company has included proceeds from the offering in the calculation of the annual expenses , include in a footnote the assumptions used.
17. In the table on page 51, Price Range of Common Stock and Distributions, consider disclosing the date that the Company became an investment company.
18. In the Ac companying Notes to the Consolidated Financial Statements , include a discussion of the nature of the “servicing income” fees received by the Company similar to the discussion of the “interest income” and “other income.” Please include a detailed discussion on “other income” and “servicing income” in the Accompanying Notes to the Financial Statements so that shareholders may assess the nature of the income and
whether it is recurring or non-recurring income . Refer to the issue discussed at the September 16, 2014, AICPA Expert Panel Meeting:
(c) The SEC staff discussed it may be important for BDC shareholders to understand the amount of income generated by BDCs that is non-recurring. The SEC staff noted that BDCs may receive certain non -recurring fees from th eir borrowers, including up -front fees (e.g., financing fees or structuring fees) and back -end fees (e.g., prepayment fees or unamortized original issue discount (OID)). However, BDCs generally have not disclosed the impact of these non - recurring fees on e arnings and/or yield (e.g., in either the financial statements or in Management’s Discussion and Analysis). The SEC staff believes disclosure of the impact of non-recurring fees on earnings and/or yield could be important to the users of financial statements to help investors analyze the BDC’s potential future cash flows and dividend sustainability.
19. Please confirm that the Company either (1) has sufficient cash and/or liquid assets to cover the amount of unfunded commitments that are currently outstanding; and (2) will not sell additional shares unless it has sufficient cash and/or liquid assets to cover the amount of unfunded commitments that are outstanding at the time of any such issuance or sale. Also, please identify such cash and/or liquid assets. As an alternative to the foregoing test, please provide a representation that the Company has 200% asset coverage when it issues or sells its shares. Please provide the numbers supporting the calculation made in one of the two foregoing tests.
20. The Company should disclose individually the extended fair value of any unfunded commitments either in the notes to the financial statements or in the Schedule of Investments. See the AICPA Expert panel minutes from January 2006.
21. Please confirm that the Company ha s included the principle amount outstanding of borrowings as senior securities and that it is calculating asset coverage per u nit based on the par value of its senior securities.
22. The Senior Securities table on page 86 discloses asset coverage by class of senior securities. Consider adding a total so that shareholders may see the overall asset coverage for each year.
23. The Company’s Consolidated Schedule of Investments needs to be in compliance with – Regulation S -X 12 -14, Investments In and Advances t o Affiliates. This disclosure has not been included in the 10-K. Confirm that in future periodic and annual filings, the Company will comply with the requirements of 12-13 and (a) List each issue separately and group (1) i nvestments in majority-owned subsidiaries, segregating consolidated subsidiaries ; (2) other controlled companies; and (3) other affiliates ; and (b) If during the period there has been any increase or decrease in the amount of investment in and advance to any affiliate, state in a footno te (or if there have been changes to numerous affiliates, in a supplementary schedule) (1) name of each issuer and title of issue or nature of indebtedness; (2) balance at beginning of period; (3) gross additions; (4) gross reductions; (5) balance at close of period as shown in Column E. Include in the footnote
or schedule , comparable information as to affiliates in which there was an investment at any time during the period even though there was no investment at the close of the period of the report .
24. Page 160 of the Prospectus includes the Consolidated Schedule of Portfolio Companies. Some of the portfolio companies are marked with footnotes but the explanation of the footnotes appears to be missing. Ensure the explanations are included in the amended filing.
25. The Consolidated Schedule of Portfolio Companies on page 161 includes a section for Affiliated Investments. Ensure the presentation of the categories is consistent with the presentation in the Consolidated Schedule of Investments , which must comply with the requirements of Regulation S -X 12 -14. It appears the investments currently listed as “Affiliated Investments” may need to be listed as “Controlled Investments.” Please explain to the Staff in correspondence the structure of the investments that are listed as wholly owned, e.g. Automated Merchant Services, Inc., Business Connect, LLC, CCC Real Estate Holdings Co., CDS Business Services, Inc., etc. Are these portfolio companies wholly owned or substantially ow ned? If either, pl ease explain why they are not consolidated. Do any of these entities operate as an extension of the Company?
26. In the Condensed Consolidated Statement of Net Assets and Liabilities as well as the Consolidated Balance Sheet , include parenthetically the relevant Note included in the Accompanying Notes to the Financial Statements discussing the commitments and contingencies.
27. In the Condensed Consolidated Statement of Changes in Net Assets ensure any distributions that represent a tax return of capital are separately identified (ASC 946-205- 45-3.) Ensure the presentation in the Financial Highl
Show Raw Text
Stephen B. Boehm
Sutherland Asbill & Brennan LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001 July 10, 2015
RE: Newtek Business Services Corp.
File Nos.: 814-01035: 333-204915
Dear Mr. Boehm :
We have the following comments on the registration statement on Form N -2 filed on June
12, 2015, by Newtek Business Services Corp. (the “Company”) to register a $300 million
aggregate offering of common shares, preferred shares, subscription rights, warrants and debt
securities of the Company in a shelf offering under Rule 415 of the 1933 Act. The Company has
elected to be regulated as a business development company (“BDC”) under the provisions of the
Investment Company Ac t of 1940 (“1940 Act”). We have reviewed the registration statement
referenced above and have the following comments.
Pursuant to Release No. 33-6510, we performed a limited review of the registration
statement. According to your letter of July 8, 2015, the disclosure contained in the registration
statement contains no material changes from the disclosure included in the Company’s initial
registration statement filed with the Commission on October 1, 2013 and declared effective on
November 12, 2014, except for (i) revisions reflecting the material developments relating to the
Company since the effective date of the initial registration st atement, (ii) informat ion relating to
the offering of certain additional types of securities, and (iii) the inclusion of updated financial
information.
Ge ne ral
1. Whenever a comment is made with respect to disclosure in one location of the filing, it applies to similar disclosur e found elsewhere.
2. Certain items of disclosure were omitted from the registration statement. We may have
comments on such items when they are included in a pre -effective amendment to the
registration statement.
2
Prospectus
3. Common shareholders should have some basis to determine and understand the
maximum dilution that might be imposed upon their shares as a result of the Company’s
future issuances of securities. Please add appropriate risk disclosure and provide an
example ( i.e., a table that provides dilution amounts for a common stock offering at
different prices below NAV). Further, in places where you disclose that the Company
may issue shares at a price below NAV with shareholder approval, add disclosure that
makes it clear that shareholders have provided such approval.
4. Page 33 states, “Typically, the debt in which we invest is not initially rated by any rating
agency; however, we believe that if such investments were rated, they would be below
investment grade.” Please add disclosure tha t below investment grade securities are often
referred to as Junk.
5. Page 54 states, “We target our debt investments, which are principally made through our
small business finance platform under the SBA 7(a) program, to produce a coupon rate of
prime plus 2.75% which enables us to generate rapid sales of loans in the secondary market, producing gains with a yield on investment in excess of 30%.” If true, please
disclose that the “yield on investment” is determined before, and therefore do not take
into account, the payment of all of the company’s expenses.
6. In your respons e letter, please describe the types of debt that the Comp any contemplates
offering through this re gistration st atement. Additiona lly, under take to advise us in
advance of any propos ed debt offeri ng pursuant to this registration st atement and to
provide for staff review the preliminary prospectus suppl ement relating to any debt
offering by the Comp any. Further undertake to clear all staff comm ents pri or to the
comm encement of any such debt offer ing whenever the preliminary prospectus
suppl ement m aterially differs from the form of prospectus suppl ement included in this
registration st atement at the time of effectiv eness. In this regard, please note that the
prospectus supplement should, as applicable:
(1) Disclose that none of the Company's indebtedness is currently subordinated to the
debt securities. It should also disclose whether there is a current intention to issue indebtedness that expressly provides that it is subordinated to the debt securities.
(2) Disclose that the debt securities are "structurally subordinated" and are “effectively
subordinated” to all existing and future indebtedness of the Company and other
obligations of its subsidiaries, financing vehicles and similar facilities. The significance of the debt securities being structural subordinated and effectively subordinated should
be explained in plain English, specifically highlighting how such subordination affects
the rights and priorities of the holders of the debt securities. Also, disclose the
approximate total dollar amount of all liabilities and obligations to which the debt securities being offered are structurally subordinated and effectively subordinated.
(3) Refrain from using the word "senior" in the title of any debt securities issued by the
Company, or when describing/identifying their ranking, if the debt securities are not
3
contractually senior in right of repayment to the other outstanding obligations of the
Company. Even where the Company’s debt securities are contractually senior in right of
repayment to the other outstanding obligations of the Company, consider the
appropriateness of referring to the debt securities as “senior” when they are also
structurally subordinated to the obligations of the Company’s subsidiaries, financing
vehicles and similar facilities.
(4) Disclose that the debt securities will not be subject to any sinking fund and explain
the significance thereof; for example, state that no amounts will be set aside for the express purpose of repayment of principal and any unpaid interest on the debt securities,
and that repayment of the debt securities will depend upon the financial condition of the
Company and its subsidiaries as they exist as of the maturity date of the debt securities.
7. Please add an undertaking that the Company will file, during any period in which offers
or sales are being made, a post -effective amendment if it determines to conduct one or
more offerings of the Company’s common shares at a price below its net asset value per
common share at the date the offering is begun and such offering or offerings will result
in greater than a 15% dilution to the Company’s net asset value per common share.
8. Please add that the Company undertakes in the event that the securities being registered
are to be of fered to existing stockholders pursuant to warrants or rights, and any
securities not taken by shareholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the
subscription offer, the transactions by the underwriters during the subscription period, the
amount of unsubscribed securities to be purchased by
underwriters and the terms of any
subsequent underwriting thereof. Registrant further undertakes that if any public offering by the underwriters of the securities being registered is to be made on terms differing
from those set forth on the cover page of the prospectus, the Registrant shall file a post
-
effective amendment to set forth the terms of such offering.
9. Please add an undertaking to file a post -effective amendment to the registration
statement, and to suspend any offers or sales pursuant the registration statement until such post -effective amendment has been declared effective under the 1933 Act, in the
event the shares of Registrant are trading below its net asset value and either (i)
Registrant receives, or has been advised by its independent registered accounting firm that it will receive, an audit report reflecting substantial doubt regarding the Regis trant’s
ability to continue as a going concern or (ii) Registrant has concluded that a material
adverse change has occurred in its financial position or results of operations that has
caused the financial statements and other disclosures on the basis of which the offering
would be made to be materially misleading.
10. We note that you have not yet filed prospectus supplements. We may have additional
comments when they are submitted as exhibits to the registration statement.
4
Exhibits
11. Please file as an exhibit the legality opinion in respect of each category of security
being registered, and related consent of counsel, with your next pre-effective
amendment. In this regard, it appears that the terms of the actual offerings from this
registration st atement have not yet been authori zed by the Comp any’s Board of
Directors. Th erefore, in your response letter, provide an unde rtaking on behalf of the
Comp any to file, in a post-effective amendment with each t akedown from this she lf
registration st atement, an unqua lified legality opinion and related consent of counsel
that will be consist ent with the views set forth in Staff Legal Bulle tin No. 19 (CF).
Accounting Comments
12. Please file an updated consent from McGladrey LLP with the amended N -2 filing .
13. Please file an updated audit report for the Senior Securities table.
14. In your response, confirm that the financial statements of all wholly owned and all
substantially owned subsidiaries are consolidated with the financial statements of the
Company.
15. Confi rm that the C ompany pe rforms a quarterly analysis as to whe ther the disclo sure
requirements of Rules 3-09 or 4-08(g) of Regulation S-X should be applied for any
unconsolidated subsidiaries .
o The Staff believes that Rules 3-09 and 4-08( g) of Regulation S-X ap ply to
BDCs and RICs. Rule 3-09 of Regulation S-X is a pplicable for a majority
owned subsidiary (greater than 50% ownership) that is not consolidated by
the Registr ant. R ule 4-08(g) of Reg ulation S-X is ap plicable for subsidiaries
(generally, 25% or more ownership) not consolidated.
o See definition of subsidiary in 1-02 (x) of Regulation S -X and definition
of affiliate in Section 602(a) of Regulation S -X.
16. In the Fees and Expenses table on page 18, if the Company has included proceeds from
the offering in the calculation of the annual expenses , include in a footnote the
assumptions used.
17. In the table on page 51, Price Range of Common Stock and Distributions, consider
disclosing the date that the Company became an investment company.
18. In the Ac companying Notes to the Consolidated Financial Statements , include a
discussion of the nature of the “servicing income” fees received by the Company similar
to the discussion of the “interest income” and “other income.” Please include a detailed
discussion on “other income” and “servicing income” in the Accompanying Notes to the
Financial Statements so that shareholders may assess the nature of the income and
5
whether it is recurring or non-recurring income . Refer to the issue discussed at the
September 16, 2014, AICPA Expert Panel Meeting:
(c) The SEC staff discussed it may be important for BDC shareholders to
understand the amount of income generated by BDCs that is non-recurring. The
SEC staff noted that BDCs may receive certain non -recurring fees from th eir
borrowers, including up -front fees (e.g., financing fees or structuring fees) and
back -end fees (e.g., prepayment fees or unamortized original issue discount
(OID)). However, BDCs generally have not disclosed the impact of these non -
recurring fees on e arnings and/or yield (e.g., in either the financial statements or
in Management’s Discussion and Analysis). The SEC staff believes disclosure of
the impact of non-recurring fees on earnings and/or yield could be important to
the users of financial statements to help investors analyze the BDC’s potential future cash flows and dividend sustainability.
19. Please confirm that the Company either (1) has sufficient cash and/or liquid assets to
cover the amount of unfunded commitments that are currently outstanding; and (2) will
not sell additional shares unless it has sufficient cash and/or liquid assets to cover the amount of unfunded commitments that are outstanding at the time of any such issuance or
sale. Also, please identify such cash and/or liquid assets. As an alternative to the
foregoing test, please provide a representation that the Company has 200% asset
coverage when it issues or sells its shares. Please provide the numbers supporting the
calculation made in one of the two foregoing tests.
20. The Company should disclose individually the extended fair value of any unfunded
commitments either in the notes to the financial statements or in the Schedule of
Investments. See the AICPA Expert panel minutes from January 2006.
21. Please confirm that the Company ha s included the principle amount outstanding of
borrowings as senior securities and that it is calculating asset coverage per u nit based on
the par value of its senior securities.
22. The Senior Securities table on page 86 discloses asset coverage by class of senior securities. Consider adding a total so that shareholders may see the overall asset
coverage for each year.
23. The Company’s Consolidated Schedule of Investments needs to be in compliance with –
Regulation S -X 12 -14, Investments In and Advances t o Affiliates. This disclosure has not
been included in the 10-K. Confirm that in future periodic and annual filings, the
Company will comply with the requirements of 12-13 and (a) List each issue separately and group (1) i nvestments in majority-owned subsidiaries, segregating consolidated
subsidiaries ; (2) other controlled companies; and (3) other affiliates ; and (b) If during the
period there has been any increase or decrease in the amount of investment in and
advance to any affiliate, state in a footno te (or if there have been changes to numerous
affiliates, in a supplementary schedule) (1) name of each issuer and title of issue or nature
of indebtedness; (2) balance at beginning of period; (3) gross additions; (4) gross
reductions; (5) balance at close of period as shown in Column E. Include in the footnote
6
or schedule , comparable information as to affiliates in which there was an investment at
any time during the period even though there was no investment at the close of the period
of the report .
24. Page 160 of the Prospectus includes the Consolidated Schedule of Portfolio Companies. Some of the portfolio companies are marked with footnotes but the explanation of the
footnotes appears to be missing. Ensure the explanations are included in the amended
filing.
25. The Consolidated Schedule of Portfolio Companies on page 161 includes a section for Affiliated Investments. Ensure the presentation of the categories is consistent with the
presentation in the Consolidated Schedule of Investments , which must comply with the
requirements of Regulation S -X 12 -14. It appears the investments currently listed as
“Affiliated Investments” may need to be listed as “Controlled Investments.” Please
explain to the Staff in correspondence the structure of the investments that are listed as
wholly owned, e.g. Automated Merchant Services, Inc., Business Connect, LLC, CCC
Real Estate Holdings Co., CDS Business Services, Inc., etc. Are these portfolio
companies wholly owned or substantially ow ned? If either, pl ease explain why they are
not consolidated. Do any of these entities operate as an extension of the Company?
26. In the Condensed Consolidated Statement of Net Assets and Liabilities as well as the Consolidated Balance Sheet , include parenthetically the relevant Note included in the
Accompanying Notes to the Financial Statements discussing the commitments and
contingencies.
27. In the Condensed Consolidated Statement of Changes in Net Assets ensure any
distributions that represent a tax return of capital are separately identified (ASC 946-205-
45-3.) Ensure the presentation in the Financial Highl