Barings Bdc, Inc. · NYSE:BBDC
Barings Bdc — Triangle Capital — Merger or Acquisition (April 2018)
17 slides from Barings Bdc's merger presentation, Apr 4, 2018
Slide 1: Triangle Capital Corporation Barings LLC Strategic Transaction
Triangle Capital Corporation Barings LLC Strategic Transaction Investor Presentation April 4, 2018 Exhibit 99.2
Slide 2: Forward-Looking Statements and Disclaimers
Forward-Looking Statements and Disclaimers This presentation contains forward-looking statements, including statements regarding the proposed transactions. All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transactions; the
Slide 3: Forward-Looking Statements and Disclaimers: Available Information and Where to Find It
Forward-Looking Statements and Disclaimers Available Information and Where to Find It This communication relates to certain matters that are expected to be submitted as proposals for the consideration and approval of stockholders of Triangle Capital Corporation (the “Proposals”). In connection with
Slide 4: Overview
Overview On November 1, 2017, TCAP announced its Board of Directors was initiating a review of certain strategic alternatives The strategic review was based on the rapidly changing dynamics within the private credit asset class in general and the BDC industry specifically The primary goals of TCAP’s
Slide 5: Transaction Summary
Transaction Summary Summary of Certain Key Transaction Terms Total Value to TCAP and to Shareholders Triangle Capital and its shareholders will receive: Cash proceeds of $981.2 million from the sale of 100% of TCAP’s 12/31/17 investment portfolio to funds advised by Benefit Street Partners L.L.C. (“
Slide 6: Transaction Diagram
Transaction Diagram The announced transaction represents $14.48 in total cash consideration, including $1.78 paid directly to TCAP shareholders TCAP 12/31/17 investment portfolio Investment Adviser to TCAP BSP cash payment to TCAP made at closing Barings’ $85 million cash payment to TCAP shareholder
Slide 7: Transaction Benefits
Transaction Benefits Sale of 12/31/17 Investment Portfolio to Funds Advised by BSP 100% cash transaction Monetizes the value of the portfolio Accelerates TCAP’s transition to a senior-focused provider of capital to the lower and middle-markets Barings as External Manager Access to a premier global i
Slide 8: Net Cash Consideration to TCAP and Shareholders
Net Cash Consideration to TCAP and Shareholders TCAP shareholders are receiving a meaningful premium to the current trading price, the Company’s December 31, 2017 net asset value per share and the closing price per share on November 2, 2017 $13.80 Barings’ cash payment 3% premium to December 31, 201
Slide 9: Resulting Publicly Traded Entity
Resulting Publicly Traded Entity The announced transaction accelerates TCAP’s transition to a senior secured debt focused BDC backed by the significant resources and disciplined credit oversight of Barings Private Credit Manager Triangle Capital Corporation BDC Investment Adviser Publicly-traded Bus
Slide 10: Introduction to Barings
Introduction to Barings Barings is a Leading Global Investment Manager with $300+ Billion of Assets Private Finance High Yield Bonds & Loans Other Credit Strategies Equities $25.2 B Multi asset $6.6 B Fixed Income $220.1 B Headquartered in Charlotte, NC with over 1,800 professionals globally Alterna
Slide 11: Barings' Expertise
Barings’ Expertise 1,000+ institutional investors plus investors in publicly traded closed-end funds Significant experience managing private and public funds (NYSE: BGH since 2012, NYSE: MCI since 1970, NYSE: MPV since 1988) Robust infrastructure with strong finance and accounting, audit, investor r
Slide 12: Barings' Alignment of Interests with Shareholders
Barings’ Alignment of Interests with Shareholders $235 Million Commitment to Shareholders $85 million to TCAP shareholders at closing $100 million equity investment into BDC at net asset value at closing Post close, minimum $50 million issuer tender offer with shares purchased at a price up to and i
Slide 13: Barings' Private Finance Competitive Advantages
Barings’ Private Finance Competitive Advantages Aligned Interests Strong Unlevered Realized Returns1 Extensive Track Record Barings’ parent, MassMutual, invests capital alongside our investors Senior Secured: 8.1% gross IRR Mezzanine/Junior Capital: 14.9% gross IRR Over $13.5 billion invested since
Slide 14: Barings' Future Investment Strategy
Barings’ Future Investment Strategy Go-Forward Strategy – Private Debt Senior secured debt focused strategy Target minimum 8.0%+ dividend yield Transition Period – Liquid Debt Cash invested in liquid loans, high yield bonds, and other liquid assets Systematically convert into private senior secured
Slide 15: Barings' Go-Forward Senior Secured Debt Strategy
Barings’ Go-Forward Senior Secured Debt Strategy Senior secured debt focused strategy Target asset returns consistent with Barings historical returns1 Benefits of Senior Focused Strategy Attractive yields with lower volatility without reliance upon equity gains Floating rate loans afford potential y
Slide 16: Conclusion and Next Steps
Conclusion and Next Steps TCAP is targeting a proxy filing with the SEC in April The record date for the $85 million, or $1.78 per share, payment to shareholders will be the Closing Date Anticipated transaction closing in June or July 2018, following shareholder approval and satisfaction of other ap
Slide 17: Slide 17
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