TriplePoint Venture Growth BDC Corp
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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FY2023 · Filed Mar 6, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a)Documents Filed as Part of this Report
The following financial statements are set forth in Item 8:
| Reports of Independent Registered Public Accounting Firm | 79 |
|---|---|
| Consolidated Statements of Assets and Liabilities as of December 31, 2023 and December 31, 2022 | 82 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021 | 83 |
| Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021 | 84 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, December 31, 2022 and December 31, 2021 | 85 |
| Consolidated Schedules of Investments as of December 31, 2023 and December 31, 2022 | 99 |
| Notes to Consolidated Financial Statements | 116 |
(b)Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission:
| 3.1 | Articles of Amendment and Restatement(1) |
| 3.2 | Amended and Restated Bylaws (2) |
| 4.1 | Specimen Stock Certificate(3) |
| 4.2 | Indenture between TriplePoint Venture Growth BDC Corp. and U.S. National Bank Association, as trustee, dated July 31, 2015(4) |
| 4.3 | Second Supplemental Indenture relating to the 5.75% Notes due 2022, by and between TriplePoint Venture Growth BDC Corp and U.S. National Bank Association, as trustee, dated July 14, 2017(5) |
| 4.4 | Form of Global Note with respect to the 5.75% Notes due 2022(6) |
| 4.5 | Master Note Purchase Agreement, dated March 19, 2020, by and among TriplePoint Venture Growth BDC Corp and the Purchasers party thereto(15) |
| 4.6 | Form of 4.50% Series 2020A Senior Note, due March 19, 2025 (incorporated by reference to Exhibit 4.5 hereto) |
| 4.7 | First Supplement to Master Note Purchase Agreement, dated as of March 1, 2021, by and among TriplePoint Venture Growth BDC Corp. and the Additional Purchasers party thereto(16) |
| 4.8 | Form of 4.50% Series 2021A Senior Note, due March 1, 2026 (incorporated by reference to Exhibit 4.7 hereto) |
| 4.9 | Second Supplement to Master Note Purchase Agreement, dated as of February 28, 2022, by and among TriplePoint Venture Growth BDC Corp. and the Additional Purchasers party thereto(18) |
| 4.10 | Form of 5.00% Series 2022A Senior Note, due February 28, 2027 (incorporated by reference to Exhibit 4.9 hereto) |
| 4.11 | Description of TriplePoint Venture Growth BDC Corp.’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934(17) |
| 10.1 | Dividend Reinvestment Plan(7) |
| 10.2 | Investment Advisory Agreement between TriplePoint Venture Growth BDC Corp. and TPVG Advisers LLC, dated February 18, 2014(8) |
| 10.3 | Administration Agreement between TriplePoint Venture Growth BDC Corp. and TPVG Administrator LLC, dated February 18, 2014(9) |
| 10.4 | License Agreement between TriplePoint Venture Growth BDC Corp. and TriplePoint Capital LLC, dated February 18, 2014(10) |
| 10.5 | Form of Indemnification Agreement between TriplePoint Venture Growth BDC Corp. and each of its directors and executive officers(11) |
| 10.6 | Form of Receivables Financing Agreement, dated as of February 21, 2014, among TPVG Variable Funding Company LLC, as borrower, TriplePoint Venture Growth BDC Corp., individually and as collateral manager and as sole equityholder of the borrower, Vervent Inc., as backup collateral manager, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, Deutsche Bank Trust Company Americas, as paying agent, Computershare Trust Company, N.A. as custodian and the other agents parties thereto, as amended and conformed through Omnibus Amendment dated July 22, 2022(19) |
| 10.7 | Pledge Agreement between TriplePoint Venture Growth BDC Corp., TPVG Variable Funding Company LLC and Deutsche Bank AG, dated February 21, 2014(12) |
| 10.8 | Blocked Account Control Agreement between TPVG Variable Funding Company LLC, Deutsche Bank AG and U.S. Bank, National Association, dated February 21, 2014(13) |
| 10.9 | Securities Purchase Agreement, dated as of October 25, 2017, by and between the Company and James P. Labe, Sajal K. Srivastava, and Andrew J. Olson(14) |
| 10.10 | Sales Agreement, dated as of September 30, 2022, by and among TriplePoint Venture Growth BDC Corp., TriplePoint Advisers LLC, TriplePoint Administrator LLC and UBS Securities LLC(20) |
| 10.11 | Form of Custody Agreement, dated as of January 30, 2023, by TriplePoint Venture Growth BDC Corp. and KeyBank National Association(21) |
| 21.1 | List of Subsidiaries(*) |
| 23.1 | Consent of Deloitte & Touche LLP(*) |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934(*) |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934(*) |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(**) |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(**) |
| 97.1 | Clawback Policy(*) |
| 99.1 | Report of Deloitte & Touche LLP on Senior Securities Table(*) |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.(*) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document(*) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document(*) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document(*) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document(*) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document(*) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1)Incorporated by reference to Exhibit (a) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.
(2)Incorporated by reference to Exhibit (b) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.
(3)Incorporated by reference to Exhibit (d) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.
(4)Incorporated by reference to Exhibit (1) to the Registrant’s Form 8-A (File No. 001-36328) on August 4, 2015.
(5)Incorporated by reference to Exhibit d(6) to the Registrant’s Post-Effective Amendment No. 6 to TriplePoint Venture Growth BDC Corp.’s Registration Statement on Form N-2 (File No. 333-204933) filed on July 14, 2017.
(6)Incorporated by reference to Exhibit d(7) to the Registrant’s Post-Effective Amendment No. 6 to TriplePoint Venture Growth BDC Corp.’s Registration Statement on Form N-2 (File No. 333-204933) filed on July 14, 2017.
(7)Incorporated by reference to Exhibit (e) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.
(8)Incorporated by reference to Exhibit (g) to the Registrant’s Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014.
(9)Incorporated by reference to Exhibit (k)(1) to the Registrant’s Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014.
(10)Incorporated by reference to Exhibit (k)(2) to the Registrant’s Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014.
(11)Incorporated by reference to Exhibit (k)(3) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.
(12)Incorporated by reference to Exhibit (k)(9) to the Registrant’s Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014.
(13)Incorporated by reference to Exhibit (k)(10) to the Registrant’s Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014.
(14)Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No. 814-01044) filed on October 26, 2017.
(15)Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 814-01044) filed on March 19, 2020.
(16)Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No. 814-01044) filed on March 1, 2021.
(17)Incorporated by reference to Exhibit 4.5 to the Registrant’s Form 10-K (File No. 814-01044) filed on March 4, 2020.
(18)Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No. 814-01044) filed on March 1, 2022.
(19)Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01044) filed on July 25, 2022.
(20)Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01044) filed on September 30, 2022.
(21)Incorporated by reference to Exhibit 10.14 to the Registrant’s Form 10-K (File No. 814-01044) filed on March 1, 2023.
(*) Filed herewith.
(**) Furnished herewith.
(c)Financial Statement Schedules
No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| TriplePoint Venture Growth BDC Corp. | ||
| Date: March 6, 2024 | By: | /s/ JAMES P. LABE |
|---|---|---|
| James P. Labe | ||
| Chief Executive Officer and Chairman | ||
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the following capacities on March 6, 2024.
| Signatures | Title | Date | ||
| By: | /s/ JAMES P. LABE | Chief Executive Officer and Chairman of theBoard (Principal Executive Officer) | ||
|---|---|---|---|---|
| James P. Labe | March 6, 2024 | |||
| By: | /s/ CHRISTOPHER M. MATHIEU | Chief Financial Officer(Principal Financial and Accounting Officer) | ||
| Christopher M. Mathieu | March 6, 2024 | |||
| By: | /s/ SAJAL K. SRIVASTAVA | Chief Investment Officer, President, Secretary,Treasurer and Director | ||
| Sajal K. Srivastava | March 6, 2024 | |||
| By: | /s/ GILBERT E. AHYE | Director | ||
| Gilbert E. Ahye | March 6, 2024 | |||
| By: | /s/ STEVEN P. BIRD | Director | ||
| Steven P. Bird | March 6, 2024 | |||
| By: | /s/ STEPHEN A. CASSANI | Director | ||
| Stephen A. Cassani | March 6, 2024 | |||
| By: | /s/ CYNTHIA M. FORNELLI | Director | ||
| Cynthia M. Fornelli | March 6, 2024 | |||
| By: | /s/ KATHERINE J. PARK | Director | ||
| Katherine J. Park | March 6, 2024 | |||
| By: | /s/ KIMBERLEY H. VOGEL | Director | ||
| Kimberley H. Vogel | March 6, 2024 | |||
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