Correspondence 0000950170-24-071198 from Varagon Capital Corp (CIK 0001784700)
Varagon Capital Corp (CIK 0001784700)
Date: June 10, 2024 · CIK: 0001784700 · Accession: 0000950170-24-071198
AI Filing Summary & Sentiment
Letter
VIA EDGAR 100 F Street, N.E. Washington, D.C. 20549 Re: Varagon Capital Corporation Definitive Proxy Statement on Schedule 14A filed on April 29, 2024
Dear Ms. Smiley,
On behalf of Varagon Capital Corporation (the “Company”), set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on May 23, 2024 with respect to the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on April 29, 2024 (the “Definitive Proxy Statement”). Capitalized terms used in this letter but otherwise not defined herein have the meanings specified in the Definitive Proxy Statement.
1. Please supplementally explain whether Fronted Amounts are secured by the Company’s assets.
Response: The Company respectfully advises the Staff on a supplemental basis that the Fronted Amounts
are not secured by any of the Company’s assets.
2. Please supplementally explain how the Company complies with Sections 18 and 60 under the Investment
Company Act of 1940, as amended (the “1940 Act”), with respect to these loans and any other senior
securities that it may have outstanding taking into account the definition of “senior security” under
Section 18(g) under the 1940 Act.
Response: The Company respectfully advises the Staff on a supplemental basis that, to date, all of the
Fronted Amounts have been repaid by the Company within 60 days. Accordingly, the Fronted Amounts
are not “senior securities” within the meaning of Section 18(g) of the 1940 Act because it represents
indebtedness where such loan is for temporary purposes only. Pursuant to Section 18(g) of the 1940 Act, a
loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or
renewed. To the extent any Fronted Amount is not repaid within 60 days, then such Fronted Amount
would constitute a senior security within the meaning of Sections 18 and 60 of the 1940 Act. In that event,
the Company will comply with the requirements under Sections 18 and 60 of the 1940 Act with respect to
such Fronted Amounts, including the applicable asset coverage requirement.
3. Please supplementally explain whether VCC Advisors, LLC’s (the “Adviser”) compliance policies and
procedures will supersede Varagon Capital Partner, L.P.’s (“Varagon”) compliance policies and
procedures if they are in conflict when the Adviser is fulfilling its advisory responsibilities to the
Company.
Response: The Company respectfully advises the Staff on a supplemental basis that the Adviser and
Varagon are subject to a joint compliance program adopted pursuant to Rule 206(4)-7 under the
Investments Advisers Act of 1940, as amended (the “Advisers Act”), and therefore there are no conflicts
between the policies and procedures of the Adviser and Varagon.
4. Do the Adviser’s and Varagon’s compliance policies and procedures address conflict of interest and
information sharing with respect to the Company? If so, please explain which policies govern with respect
to the Company.
Response: The Company respectfully advises the Staff on a supplemental basis that the Adviser and
Varagon are subject to a joint compliance program adopted pursuant to Rule 206(4)-7 under the Advisers
Act, which addresses conflicts of interest and information sharing with respect their advisory clients,
including the Company. Because the Adviser and Varagon are subject to joint policies and procedures, the
same policy would govern the advisory services provided to the Company.
* * *
If you have any questions concerning the foregoing, please contact me at (202) 383-0278 or Sara Sabour Nasseri at (202) 383-0806.
Sincerely,
/s/ Payam Siadatpour
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CORRESP
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CORRESP
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
June 10, 2024
VIA EDGAR
Eileen Smiley
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Varagon Capital Corporation
Definitive Proxy Statement on Schedule 14A filed on April 29, 2024
Dear Ms. Smiley,
On behalf of Varagon Capital Corporation (the “Company”), set forth below are the Company’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company on May 23, 2024 with respect to the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on April 29, 2024 (the “Definitive Proxy Statement”). Capitalized terms used in this letter but otherwise not defined herein have the meanings specified in the Definitive Proxy Statement.
1. Please supplementally explain whether Fronted Amounts are secured by the Company’s assets.
Response: The Company respectfully advises the Staff on a supplemental basis that the Fronted Amounts
are not secured by any of the Company’s assets.
2. Please supplementally explain how the Company complies with Sections 18 and 60 under the Investment
Company Act of 1940, as amended (the “1940 Act”), with respect to these loans and any other senior
securities that it may have outstanding taking into account the definition of “senior security” under
Section 18(g) under the 1940 Act.
Response: The Company respectfully advises the Staff on a supplemental basis that, to date, all of the
Fronted Amounts have been repaid by the Company within 60 days. Accordingly, the Fronted Amounts
are not “senior securities” within the meaning of Section 18(g) of the 1940 Act because it represents
indebtedness where such loan is for temporary purposes only. Pursuant to Section 18(g) of the 1940 Act, a
loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or
renewed. To the extent any Fronted Amount is not repaid within 60 days, then such Fronted Amount
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would constitute a senior security within the meaning of Sections 18 and 60 of the 1940 Act. In that event,
the Company will comply with the requirements under Sections 18 and 60 of the 1940 Act with respect to
such Fronted Amounts, including the applicable asset coverage requirement.
3. Please supplementally explain whether VCC Advisors, LLC’s (the “Adviser”) compliance policies and
procedures will supersede Varagon Capital Partner, L.P.’s (“Varagon”) compliance policies and
procedures if they are in conflict when the Adviser is fulfilling its advisory responsibilities to the
Company.
Response: The Company respectfully advises the Staff on a supplemental basis that the Adviser and
Varagon are subject to a joint compliance program adopted pursuant to Rule 206(4)-7 under the
Investments Advisers Act of 1940, as amended (the “Advisers Act”), and therefore there are no conflicts
between the policies and procedures of the Adviser and Varagon.
4. Do the Adviser’s and Varagon’s compliance policies and procedures address conflict of interest and
information sharing with respect to the Company? If so, please explain which policies govern with respect
to the Company.
Response: The Company respectfully advises the Staff on a supplemental basis that the Adviser and
Varagon are subject to a joint compliance program adopted pursuant to Rule 206(4)-7 under the Advisers
Act, which addresses conflicts of interest and information sharing with respect their advisory clients,
including the Company. Because the Adviser and Varagon are subject to joint policies and procedures, the
same policy would govern the advisory services provided to the Company.
* * *
If you have any questions concerning the foregoing, please contact me at (202) 383-0278 or Sara Sabour Nasseri at (202) 383-0806.
Sincerely,
/s/ Payam Siadatpour
Payam Siadatpour, Esq.
cc:
Sara Sabour Nasseri, Esq., Eversheds Sutherland (US) LLP
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