DISCUSS AND DISCOVER 10th Annual BDC Roundtable Wednesday, September 12, 2012 SUTHERLAND ASBILL & BRENNAN LLP www.sutherland.com AGENDA SUTHERLAND ASBILL & BRENNAN LLP www.sutherland.com RONALD REAGAN BUILDING AND INTERNATIONAL TRADE CENTER 1300 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20004 Wednesday, September 12, 2012 GENERAL MEETING AGENDA 8:00 a.m. – 8:30 a.m. Continental Breakfast 8:30 a.m. – 9:15 a.m. 2012 Regulatory, Legislative and Market Overview The BDC industry has continued to evolve along with the complex regulatory landscape. Our panel will discuss where we’ve been this year, how the unsettled economic climate has affected BDCs, what the markets may bring depending on the outcome of the 2012 elections, and what we can expect to achieve legislatively for BDCs and SBICs over the next 12 months. Panelists: Sam Anderson, Goldman Sachs Steve Boehm, Sutherland Cynthia Krus, Sutherland Brett Palmer, Small Business Investor Alliance 9:15 a.m. – 10:00 a.m. SEC Compliance and Enforcement Actions: Lessons Learned What do you need to know to prepare for an SEC examination? Our panel will provide the perspective of the SEC staff, enforcement attorneys and BDC chief compliance officers. The panel will also discuss recent trends in examinations and enforcement and how they may impact BDCs. Moderator: Deb Heilizer, Sutherland Panelists: Paula Bosco, New Mountain Finance Corporation Tod Reichert, MCG Capital Corporation Stephanie Paré Sullivan, THL Credit, Inc. John Walsh, Sutherland 10:00 a.m. – 10:45 a.m. Non-Traded BDCs: An Alternative Capital Raising Model Three sponsors of non-traded BDCs talk about why they started a non-traded BDC, their experiences in getting the venture off the ground, the lessons they learned along the away, and where they see the future of this increasingly popular alternative investment vehicle. Moderator: Harry Pangas, Sutherland Panelists: Tim Keating, Keating Capital, Inc. Joel Kress, CION Investment Corporation Seth Taube, Sierra Income Corporation 10:45 a.m. – 11:00 a.m. Break RONALD REAGAN BUILDING AND INTERNATIONAL TRADE CENTER 1300 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20004 Wednesday, September 12, 2012 11:00 a.m. – 11:45 a.m. A Dialogue with the Division Regulatory and disclosure, trends and comments Moderator: Steve Boehm, Sutherland Panelists: Dalia Blass, Division of Investment Management, U.S. Securities and Exchange Commission Jim Curtis, Division of Investment Management, U.S. Securities and Exchange Commission Cynthia Krus, Sutherland 11:45 a.m. – 1:15 p.m. Lunch Ten tables – ten topics. Join the table of your choice to discuss current developments, challenges and new ideas around one of these subject areas. Compliance Non-Traded BDCs Outsourcing Portfolio Investing Debt Financing Raising Equity Capital Exemptive Relief SBICs Managing the Board Tax Matters 1:15 p.m. – 2:15 p.m. Managing Through the Cycles: The C-Suite Perspective Senior BDC executives will discuss their greatest challenges within the model, how they have managed through the economic cycles, and the lessons they have learned from it all. Moderator: Steve Boehm, Sutherland Panelists: Bernard Berman, Fifth Street Finance Corporation Vincent Foster, Main Street Capital Corporation Robert Hamwee, New Mountain Finance Corporation Michael Reisner, CION Investment Corporation 2:15 p.m. – 3:00 p.m. Negotiating Service Provider Arrangements: Tips and Traps for the Unwary Our panel includes experienced representatives from several typical third- party service providers as well as Sutherland attorneys who routinely advise clients with respect to service provider arrangements. The panelists will discuss the services they provide to BDCs with a focus on the common elements of negotiating service provider arrangements. Moderator: Cynthia Krus, Partner, Sutherland Panelists: John Czapla, Valuation Research Corporation Scott Hobby, Sutherland Michael Monroe, U.S. Bancorp Fund Services Matthew Schott, Marsh FINPRO RONALD REAGAN BUILDING AND INTERNATIONAL TRADE CENTER 1300 PENNSYLVANIA AVENUE, NW WASHINGTON, DC 20004 Wednesday, September 12, 2012 3:00 p.m. – 3:45 p.m. Building Your Shareholder Base Those involved in the equity capital raising process discuss the art and science of cultivating and maintaining a shareholder base that will support the BDC - in good times and bad. Moderator: John Mahon, Sutherland Panelists: Larry Herman, Raymond James Jim Hunt, THL Credit, Inc. Troy Ward, Stifel Nicolaus 3:45 p.m. – 4:00 p.m. Closing Remarks SPEAKER BIOGRAPHIES SUTHERLAND ASBILL & BRENNAN LLP www.sutherland.com 10TH ANNUAL BDC ROUNDTABLE Wednesday, September 12, 2012 SPEAKER BIOGRAPHIES 2012 Regulatory, Legislative and Market Overview Sam Anderson, Vice President, Goldman Sachs Sam Anderson is a senior member of the Goldman Sachs Financial Institutions Group, which provides advisory and capital raising services to insurance, bank, asset management, financial technology and specialty finance companies. Sam leads the Business Development Company coverage effort and has played a leading role in many IPOs, convertible and secondary capital raises. Most recent transactions include the New Mountain Finance, Medley Capital and Oaktree Finance IPOs, as well as the Prospect Capital convertible. In addition, Sam has played a lead role in many of the largest mergers in the specialty finance industry including Sallie Mae’s acquisition of $26 billion of student loan assets from Student Loan Corp. Sam graduated from Bates College in 1999. Prior to joining Goldman Sachs in 2007, Sam worked at Banc of America Securities. Steve Boehm, Partner, Sutherland Asbill & Brennan LLP Steve Boehm leads the firm’s Capital Markets and Investments Team. He concentrates his practice in the corporate and securities area, with an emphasis on matters involving asset management arising under the jurisdiction of the U.S. Securities and Exchange Commission (SEC). He represents registered and unregistered investment funds and investment advisers on a broad range of regulatory and transactional matters. Steve is a nationally recognized authority on business development companies (BDCs), representing many of the nation’s largest BDCs. His practice also includes representing other types of public vehicles for private equity investing. Steve is also recognized as a leading authority on the organization and operation of Section 529 college tuition savings plans. Cynthia Krus, Partner, Sutherland Asbill & Brennan LLP Cynthia Krus, who serves as vice chair of Sutherland’s Corporate and Financial Services practices, has been involved in numerous public and private securities offerings and has advised clients in connection with a variety of corporate transactions including mergers and acquisitions, proxy contests, exchange and rights offerings, going-private transactions and reorganizations. She advises companies on the structure and formation of various entities and the establishment and operation of private and public equity, including business development companies (BDCs) and Small Business Investment Companies (SBICs). Cynthia counsels public companies in a broad range of corporate and securities matters, such as the Sarbanes-Oxley Act of 2002, corporate governance, disclosure, executive compensation and shareholder matters. Brett Palmer, President, Small Business Investor Alliance Brett Palmer was appointed as SBIA’s President in October 2008. He is responsible for the implementation of policies and programs established by the Board of Governors and for the overall management of SBIA staff, activities, and contracts. He is SBIA’s principal liaison with Congress, the Executive Branch, and industry organizations. Brett is also President of the SBIC Funding Corporation and Treasurer and Principal Coordinator of SBIA’s Political Action Committee. Brett has an extensive public policy and advocacy background, having worked with legislative and executive bodies at all levels of government. He most recently served as the Managing Director for the National Association of Insurance Commissioner’s (NAIC) Government Relations Office in Washington, D.C., where he oversaw and executed their state, federal, and international relations. Prior to joining the NAIC, Brett served as Assistant Secretary of Commerce for Legislative and Intergovernmental Affairs and as Deputy Assistant Secretary for Trade Legislation. He worked on Capitol Hill in a number of positions including for the Speaker of the House. 10TH ANNUAL BDC ROUNDTABLE Wednesday, September 12, 2012 SPEAKER BIOGRAPHIES SEC Compliance and Enforcement Actions: Lessons Learned Deb Heilizer, Partner, Sutherland Asbill & Brennan LLP Deb Heilizer, a member of Sutherland’s Securities Enforcement, Litigation and Regulation Team, focuses her practice on accounting and financial issues, regulatory enforcement, and litigation involving the U.S. Securities and Exchange Commission (SEC), self-regulatory organizations and private litigants. She also represents public companies and regulated entities, including broker-dealers, investment advisers and individuals in a wide range of securities matters, including state and federal regulatory matters, disclosure issues and compliance matters. Prior to joining the firm, Deb was in-house counsel at the retail brokerage division of a large financial institution, where she handled litigation and regulatory matters. For more than a decade, she also worked at the SEC’s Division of Enforcement conducting and supervising investigations involving potential violations of the federal securities laws.