Filed by the Registrant x | |||||
Filed by a Party other than the Registrant o | |||||
Check the appropriate box: | |||||
o | Preliminary Proxy Statement | ||||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
x | Definitive Proxy Statement | ||||
o | Definitive Additional Materials | ||||
o | Soliciting Material Pursuant to Section 240.14a-12 |
(Name of Registrant as Specified in its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
x | No fee required. | ||||
o | Fee paid previously with preliminary materials. | ||||
o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Sincerely yours, | |||||
/s/ Theodore L. Koenig | |||||
Theodore L. Koenig | |||||
Chairman and Chief Executive Officer |
By order of the Board of Directors, | |||||
/s/ Lewis W. Solimene, Jr. | |||||
Lewis W. Solimene, Jr. | |||||
Chief Financial Officer, Chief Investment | |||||
Officer and Corporate Secretary |
Name | Age | Background Information | Number of Companies in Fund Complex Overseen By Director | |||||||||||||||||
Theodore L. Koenig | 65 | Theodore L. Koenig has served as our Chairman of the Board and Chief Executive Officer since our formation in 2018. Mr. Koenig also serves as the Chairman and Chief Executive Officer of Monroe Capital Corporation (NASDAQ: MRCC), a publicly traded business development company (“BDC”). Additionally, Mr. Koenig is the Chief Executive Officer of MC Advisors and serves as a Chairman of its investment committee since October 2012. From December 2020 to December 2021, Mr. Koenig served as the Chief Executive Officer and chairman of MCAP Acquisition Corporation (NASDAQ: MACQU), a special purpose acquisition company. Mr. Koenig has approximately 40 years of experience in structuring, negotiating and closing transactions on behalf of asset-based lenders, commercial finance companies, financial institutions and private equity investors. Since founding MC Management’s affiliate, Monroe Capital, LLC (“Monroe Capital”), a U.S. based private credit asset management firm in 2004, Mr. Koenig has served continuously as its Chairman and Chief Executive Officer. Prior to Monroe Capital, Mr. Koenig served as the President and Chief Executive Officer of Hilco Capital LP from 1999 to 2004, where he invested in a variety of debt transactions. Prior to Hilco Capital, Mr. Koenig was a Senior Partner with the Chicago-based corporate law firm, Holleb & Coff from 1986 to 1999 and an Associate with Winston & Strawn from 1983 to 1986. Mr. Koenig earned his J.D. with Honors from the Chicago-Kent College of Law at the Illinois Institute of Technology and his B.S. in Accounting with High Honors from the Kelley School of Business at Indiana University, where he also served on the Dean’s Advisory Council. He is a Director of the Commercial Finance Association, and a member of the Turnaround Management Association, and the Association for Corporate Growth. Additionally, he served as Co-Chairman of Hope Chicago, a non-profit organization, he co-founded in 2021. | 2 |
Name | Age | Background Information | Number of Companies in Fund Complex Overseen By Director | |||||||||||||||||
Russel Miron | 63 | Russel Miron has served as a director of the Company since 2020. Mr. Miron is a partner at FNY Capital Management, LP (“FNY”), a global multi-strategy trading firm. Mr. Miron previously served as FNY’s Chief Strategy Officer from April 2018 to June 2020, and as FNY’s Chief Operating Officer from April 2015 to March 2018. Prior to joining FNY, Mr. Miron served as Managing Director of J.P. Morgan, Prime Brokerage, where he managed investor services sales for various regions. Prior to joining J.P. Morgan, Mr. Miron served as Senior Managing Director, and member of the Global Equity Sales Committee, at Bear Stearns. Mr. Miron also serves as an advisor to Kirenaga Partners, a venture capital firm, and is a Capital Markets Advisor to Innventure LLC. He's also a board member of IntonationMusic.org. | 1 | |||||||||||||||||
Thomas J. Allison | 72 | Thomas J, Allison has served as director of the Company and as our audit committee chairperson since April 2013. Mr. Allison has served as Principal of Thomas J. Allison & Associates, a senior management services firm, since 2013, and as Senior Advisor of Portage Point Partners, an interim management and business advisory firm, since May 2018. Mr. Allison has served as a director of Monroe Capital Corporation (NASDAQ: MRCC), a publicly traded BDC, since April 2022 and as a director of MCAP Acquisition Corporation (NASDAQ: MACQU), a special purpose acquisition company, from March 2021 to December 2021. Mr. Allison has been a director of Assertio Therapeutics, Inc., a specialty pharmaceutical company, since 2020, where he chairs the Opioid Committee, has been an independent director of Virtus Pharmaceuticals LLC, a pharmaceutical company, since 2022, and has been a member of AArete Consulting’s Advisory Board, a company providing management and technology consulting services, since 2016. Mr. Allison has been an independent director of Grupo HIMA, the second largest healthcare system in Puerto Rico, since 2021. Mr. Allison has served as lead independent director of DTI, a noise dampening company, since 2023. Mr. Allison served as Chairman of Phoenixus AG, a pharmaceutical company, from 2022 to 2023, a director of Katy Industries, a manufacturer of commercial cleaning solutions and consumer storage products from 2016 to 2018, a director of PTC Alliance Group Holdings, a global manufacturer of steel tubing from 2015 to 2020, a director of Novum Pharma from 2019 to 2020, a director of The NORDAM Group, Inc., an aerospace company from 2018 to 2019. From September 2018 to January 2019, Mr. Allison was a director of PGHC Holdings, Inc., a restaurant holding company. From 2006 until his retirement in 2012, Mr. Allison served as Executive Vice President and Senior Managing Director of Mesirow Financial Consulting, LLC, a full-service financial and operational advisory consulting firm headquartered in Chicago. At Mesirow, Mr. Allison managed complex turnaround situations and advised on major reorganizations and insolvencies. He also served as CEO, CFO or CRO for several clients. From 2002 to 2006, Mr. Allison served as National Practice Leader of the restructuring practice of Huron Consulting Group, a consulting firm. From 1988 to 2002, he served in a variety of roles at Arthur Andersen, LLC, an accounting firm, including Partner-in-Charge, Central Region Restructuring Practice. Earlier in his career, Mr. Allison served in various capacities at Coopers & Lybrand, an accounting firm, First National Bank of Chicago and the Chicago Police Department. Mr. Allison has previously served as Chairman of the Association for Certified Turnaround Professionals, Chairman and Director of the Turnaround Management Association, is a Fellow in the American College of Bankruptcy and has taught as a guest lecturer at Northwestern University and DePaul University. Mr. Allison received his bachelor of science in commerce and his master of business administration from DePaul University. | 2 |
Name | Age | Background Information | Number of Companies in Fund Complex Overseen By Director | |||||||||||||||||
Roger Schoenfeld | 66 | Roger Schoenfeld has served as a director of the Company since our formation in 2018. Since 2005, Mr. Schoenfeld has served as a Managing Director at Cross Keys Capital, an investment banking firm, where he provides investment banking services to lower middle market companies, entrepreneurs and investors. Mr. Schoenfeld focuses primarily on representing owners of privately-held businesses in the sale and/or equity recapitalization of their businesses. From 1990 to 2005, Mr. Schoenfeld was a partner in various groups that acquired, operated and sold lower middle-market manufacturing businesses. From 1982 to 1988, he practiced law at Goldberg Kohn, a boutique Chicago law firm specializing in real estate, corporate and finance transactions. He actively serves on the board of directors of MCAP Acquisition Corporation (NASDAQ: MACQU), a special purpose acquisition company, and the Midwest Chapter of the Alliance of Merger and Acquisition Advisors. Additionally, Mr. Schoenfeld has served on the Boards and Executive Committees of a number of Chicago area organizations, including Maot Chitim, Jewish National Fund, The Ark and The Board of Jewish Education of Metropolitan Chicago. He served as the President of the Chicago Chapter of the Precision Metal Forming Association and currently is a student mentor in College Bound Opportunities. He also passed the Certified Public Accounting exam. Mr. Schoenfeld obtained his J.D. from Georgetown University and graduated summa cum laude with a B.S. in Accounting from Indiana University. | 1 |
Name | Age | Background Information | |||||||||||||||
Kristan Gregory | 42 | Kristan Gregory has served as |
Name | Fees Earned or Paid in Cash by the Company(1) | Total Compensation from the Company | Total Compensation from the Fund Complex | |||||||||||||||||
Independent Directors | ||||||||||||||||||||
Russel Miron | $ | 30,000 | $ | 30,000 | $ | 30,000 | ||||||||||||||
Roger Schoenfeld | $ | 30,000 | $ | 30,000 | $ | 30,000 | ||||||||||||||
Thomas J. Allison | $ | 30,000 | $ | 30,000 | $ | 30,000 | ||||||||||||||
Interested Directors | ||||||||||||||||||||
Theodore L. Koenig | None | None | None |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned(1) | | | Percentage of Class | | | Dollar Range of Equity Securities Beneficially Owned by Our Directors and Director Nominee(2) | | ||||||
Interested Directors: | | | | | | | | | | | | | | | | |
Theodore L. Koenig | | | | | 23,700(3) | | | | | | * | | | | Over $100,000 | |
Independent Directors: | | | | | | | | | | | | | | | | |
David Eaton | | | | | 0 | | | | | | — | | | | None | |
Roger Schoenfeld | | | | | 0 | | | | | | — | | | | None | |
Executive Officers who are not Directors: | | | | | | | | | | | | | | | | |
Aaron D. Peck | | | | | 13,200(3) | | | | | | * | | | | | |
David Jacobson | | | | | 0 | | | | | | — | | | | | |
All Directors and Executive Officers as a Group (5 Persons) | | | | | 35,200 | | | | | | 1.2% | | | | | |
5% or More Holders: | | | | | | | | | | | | | | | | |
Farnum Rebalance LLC(4) | | | | | 250,000 | | | | | | 8.6% | | | | | |
Purpose Specialty Lending Trust(5) | | | | | 200,000 | | | | | | 6.9% | | | | | |
Cobblestone Private Credit Fund, LP(6) | | | | | 150,000 | | | | | | 5.2% | | | | | |
Name of Beneficial Owner | Number of Shares Beneficially Owned(1) | Percentage of Class | Dollar Range of Equity Securities Beneficially Owned by Our Directors and Director Nominee(2) | ||||||||||||||||||||
Interested Directors: | |||||||||||||||||||||||
Theodore L. Koenig | 54,325 | (3) | * | Over $100,000 | |||||||||||||||||||
Independent Directors: | |||||||||||||||||||||||
Russel Miron | — | n/a | None | ||||||||||||||||||||
Roger Schoenfeld | — | n/a | None | ||||||||||||||||||||
Thomas J. Allison | — | n/a | None | ||||||||||||||||||||
Executive Officers who are not Directors: | |||||||||||||||||||||||
Lewis W. Solimene, Jr. | — | n/a | |||||||||||||||||||||
Kristan Gregory | — | n/a | |||||||||||||||||||||
All Directors and Executive Officers as a Group (6 Persons) | 54,325 | * |
| | Fiscal Year Ended December 31, 2018 | | |||||||||||||||
Fiscal Year Ended December 31, 2023 | Fiscal Year Ended December 31, 2022 | |||||||||||||||||
Audit Fees | | | $ | 55,003 | | | Audit Fees | $ | 628,825 | $ | 543,189 | |||||||
Audit Related Fees | | | | — | | | Audit Related Fees | 20,000 | — | |||||||||
Tax Fees | | | | — | | | Tax Fees | — | — | |||||||||
All Other Fees | | | | — | | | All Other Fees | — | — | |||||||||
TOTAL FEES | | | $ | 55,003 | | | TOTAL FEES | $ | 648,825 | $ | 543,189 |
By order of the Board of Directors, | |||||
/s/ Lewis W. Solimene, Jr. | |||||
Lewis W. Solimene, Jr. Chief Financial Officer, Chief Investment Officer and Corporate Secretary |