May 11, 2022
VIA E-mail
Rajib Chanda, Esq.
Steven Grigoriou, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington, DC 20001
Re: AGTB Private BDC
File No. 000-56420
Dear Messrs. Chanda and Grigoriou:
On April 12, 2022, you filed a registration statement on Form 10-12G on
behalf of
AGTB Private BDC (the Fund ). We have reviewed the registration statement
and provided
our comments below. Where a comment is made in one location, it is applicable
to all similar
disclosure appearing elsewhere in the registration statement. All capitalized
terms not otherwise
defined herein have the meaning given to them in the registration statement.
Please respond to this letter within ten (10) business days by either
amending the filing,
providing the requested information, or advising us when you will provide the
requested
information. We may have additional comments after reviewing your responses to
the following
comments, or any amendment to the filing.
We note that the Fund is voluntarily registering shares of its common
stock under Section
12(g) of the Securities Exchange Act of 1934 ( Exchange Act ). Please note
that a filing on
Form 10 goes effective automatically by lapse of time 60 days after the
original filing date,
pursuant to Exchange Act Section 12(g)(1). If our comments are not
satisfactorily addressed
within this 60-day time period, you should consider withdrawing the Fund s
Form 10 prior to its
effectiveness, and re-filing a revised Form 10 that includes changes responsive
to our comments.
If the Fund chooses not to withdraw its Form 10 registration statement, it will
be subject to the
reporting requirements of Exchange Act Section 13(a). Additionally, we will
continue to review
the filing until all of our comments have been satisfactorily addressed.
LEGAL COMMENTS
Page 1 EXPLANATORY NOTE
1. Please add the following bullet points to this section:
Rajib Chanda and Steven Grigoriou, Esqs.
May 11, 2022
Page 2
x The Fund will elect to be regulated as a BDC under the 1940 Act,
which imposes
numerous restrictions on the activities of the Fund, including
restrictions on
leverage and on the nature of its investments.
x Currently, we do not intend to institute a share repurchase
program. Any share
repurchases of common stock by the Fund in the future, if any,
are expected to be
very limited.
Page 6 INVESTMENT MANAGEMENT AGREEMENT; ADMINISTRATION
AGREEMENT
2. Please add to this section a fee table that conforms to the requirements
of Item 3 of
Form N-2. Such disclosure will be helpful to investors.
3. Please add an example that conforms to the requirements of Instruction
11 to Item 3.1 of
Form N-2. We further request that you include, in the explanatory
paragraph following
the example, a second example where the five percent return results
entirely from net
realized capital gains and which uses language substantially the same as
the following:
You would pay the following expenses on a $1,000 investment, assuming
a 5.0%
annual return resulting entirely from net realized capital gains (all of
which is subject to
our incentive fee on capital gains): $ ___ $ ___ $ ___ $ ___. Such
disclosure will be
helpful to investors.
4. Please include a graphical representation illustrating the incentive
fee.
Page 9 INVESTMENT APPROACH
5. The final paragraph on this page refers to an initial screen of
new investment
opportunities. Please add disclosure explaining of what this initial
screen consists.
Page 10 INVESTMENT APPROACH
6. The first full sentence on this page states that due diligence teams
will conduct an
underwriting review, which will include third-party accounting and
insurance reviews,
as well as environmental reviews where relevant . . . . Please
clarify what is meant by
environmental reviews, specifically whether this refers to market
environments or is
climate related.
Page 11 INVESTMENT STRATEGY
7. The final paragraph of this section states that the Fund may obtain one
or more credit
facilities directly or indirectly through one or more subsidiaries
secured by a pledge by
the Fund or its subsidiaries. To the extent that the Fund will have
primary control over
any entities that engage in investment activities in securities or other
assets, please
respond to the following comments. Note that a primarily controlled
entity is an entity
Rajib Chanda and Steven Grigoriou, Esqs.
May 11, 2022
Page 3
that the Fund controls, as defined in Section 2(a)(9) of 1940 Act, and
for which the
Fund s control of the entity is greater than that of any other
person.
a. Disclose that subsidiary includes entities that engage in
investment activities in
securities or other assets that are primarily controlled by the
Fund.
b. Disclose that the Fund complies with the provisions of the 1940
Act governing
capital structure and leverage (Section 18, as modified by
Section 61) on an
aggregate basis with the subsidiary, so that the Fund treats the
subsidiary s debt as
its own for purposes of Section 61.
c. Disclose that each investment adviser to the subsidiaries
complies with provisions
of the 1940 Act relating to investment advisory contracts
(Section 15, as it applies
through Section 59) as if it were an investment adviser to the
Fund under Section
2(a)(20) of the 1940 Act. Any investment advisory agreement
between the
subsidiary and its investment adviser is a material contract
that should be included
as an exhibit to the registration statement. If the same person
is the adviser to
both the Fund and the subsidiary, then, for purposes of
complying with
Section 15(c), the reviews of the Fund s and the subsidiary
s investment advisory
agreements may be combined.
d. Disclose that each subsidiary complies with provisions relating
to affiliated
transactions and custody (Section 17, as modified by Section
57). Identify the
custodian of the subsidiary, if any.
e. Disclose any of the subsidiary s principal investment
strategies or principal risks
that constitute principal investment strategies or risks of the
Fund. The principal
investment strategies and principal risk disclosures of a fund
that invests in a
subsidiary should reflect aggregate operations of the fund and
the subsidiary.
f. Explain in correspondence whether the financial statements of the
subsidiary will
be consolidated with those of the Fund. If not, please explain
why not.
g. Confirm in correspondence that the subsidiary and its board of
directors will agree
to inspection by the staff of the subsidiary s books and
records, which will be
maintained in accordance with Section 31, as modified by Section
64 of the 1940
Act and the rules thereunder.
h. Confirm that if a subsidiary is not organized in the United
States, the subsidiary
and its board of directors will agree to designate an agent for
service of process in
the United States.
i. For any wholly-owned subsidiary of the Fund, please confirm that
a subsidiary s
management fee (including any performance fee) will be included
in the
Management Fee line item of any fee table the Fund
discloses and a
subsidiary s expenses will be included in the Other
Expenses line item of any
such fee table.
Page 20 The Private Offering
8. The second full paragraph on this page states that investors who fail to
make the
required capital commitments may be subject to certain default
provisions. Please
disclose what these default provisions may be. For example, will a
defaulting investor
forfeit a portion of his/her shares to non-defaulting investors?
Rajib Chanda and Steven Grigoriou, Esqs.
May 11, 2022
Page 4
Page 23 Affiliated Transactions
9. Please confirm whether any investors in the Fund (or affiliates of such
investors) will
invest in co-investment vehicles (whether on a fee or fee-free basis)
that will co-invest
alongside the Fund. Please describe such co-investment vehicles and the
allocation
process pursuant to which such vehicles will co-invest alongside the
Fund.
Page 32 Risk Factor Summary
10. Please consider providing the summary risk factors earlier in the
prospectus, rather than
on pages 32-34.
Page 32 Risks Related to Our Business and Structure
11. Please add risk disclosure regarding the cost of Exchange Act
reporting.
Page 48 We are subject to risks related to corporate social responsibility.
12. It is unclear from this disclosure whether the Fund plans to consider
ESG criteria in
selecting investments. If the Fund will consider ESG factors, please
disclose as part of
the Fund s strategy.
Pages 70-71 There may be conflicts of interest related to obligations that
the Advisor s
senior management and Investment Team have to other clients.
13. The disclosure references affiliated equipment funds in the
carryover paragraph at the
top of page 71. Please revise the disclosure to include a plain English
description of
equipment funds.
Page 99 Exclusive Delaware Jurisdiction
14. Please add disclosure to this section explaining that the Exclusive
Delaware
Jurisdiction provision means that shareholders may have to bring
suit in an
inconvenient and less favorable forum.
Page 100 Item 12. Indemnification of Trustees and Officers
15. The penultimate sentence on this page provides that The 1940 Act
provides, among
other things, that a company may not indemnify any trustee or officer
against liability to
it or its security holders to which he or she might otherwise be
subject by reason of his
or her willful misfeasance, bad faith or gross negligence. Please
add to the end of this
sentence or reckless disregard of the duties involved in the conduct
of his or her office
to track the language of Section 17(h) of the 1940 Act.
Rajib Chanda and Steven Grigoriou, Esqs.
May 11, 2022
Page 5
Page 101 Item 13. Financial Statements and Supplementary Data
16. Please provide a hyperlink to the financial statements
cross-referenced in this section.
ACCOUNTING COMMENTS
Page 6 INVESTMENT MANAGEMENT AGREEMENT; ADMINISTRATION
AGREEMENT
1. Please explain why cash equivalents are referenced in the second
paragraph. Cash
equivalents are not referenced as a component of the base management
fee and are not
referenced in the Investment Management Agreement.
Page 84 Critical Accounting Policies
2. Please explain whether this section includes all critical accounting
policies that have had
or are reasonably likely to have a material impact on the financial
condition or results of
operations per Item 303(b)(3) of Regulation S-K. For example, please
consider a
valuation and revenue recognition critical accounting policy.
Page 101 Item 13. Financial Statements and Supplementary Data
3. Please file an amended Form 10 filing at least 15 days prior to the
Form 10 s
effectiveness to include the financial statements.
* * * * * *
We remind you that the Fund and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of
action by the staff. Should you have any questions regarding this letter,
please contact me at
(202) 551-4716.
Sincerely,
/s/ Christopher R.
Bellacicco
Christopher R.
Bellacicco
Attorney-Adviser
cc: Christina DiAngelo Fettig, Accountant
Melissa McDonough, Accountant
John C. Lee, Branch Chief
Christian T. Sandoe, Assistant Director