According to the Complaint, Triangle is a specialty finance company that provides customized financing to lower middle market companies located primarily in the United States. The Company focuses on lending to private companies with annual revenues between $10.0 million and $250.0 million.
Triangle is regulated as a business development company, or “BDC,” under the Investment Companies Act of 1940. The purported investment objective of Triangle is to generate attractive returns by generating current income debt investments and capital appreciation equity-related investments. In turn, Triangle pays out this investment income in dividends to its shareholders. The rate and amount of these dividend payments is critical to the market’s valuation of Triangle.
The quality and robustness of Triangle’s underwriting and valuation policies, practices and procedures are also critical to investors evaluating the Company. Triangle provides loans in small- to mid-size private companies for which limited public information is available. Investors rely on Triangle to be able to appropriately value and price the risks associated with investing in these companies and to identify profitable investment opportunities so that it can receive a return on its investments and avoid writing down assets or placing loans on non-accrual.
The Complaint alleges that during the Class Period, Triangle used an aggressive form of fair value accounting by which it recognized loan income before the income was actually paid to the Company. Triangle did this in a variety of ways, including by recognizing payment-in-kind (“PIK”) interest provisions as income even though such income may never actually be paid to the Company. PIK is contractually deferred interest added to principal and generally due at the end of the loan term. When a borrower cannot pay normal interest terms, PIK provisions can be used in a refinanced loan to nominally increase loan income while at the same time rendering that income more speculative as payment is deferred until the end of the loan term. The Complaint alleges that this allowed Triangle to defer the recognition of losses and loan write-downs until later in the life of the loan and to conceal poor loan performance.
On January 12, 2018, this case was transferred to the Eastern District of North Carolina. On March 5, the Court issued an Order consolidating cases. On March 12, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed a consolidated amended Complaint on April 10. On May 16, one of the Plaintiffs filed a Notice voluntarily dismissing the case. Defendants filed a Motion to Dismiss the consolidated amended Complaint on May 25. On March 7, 2019, the Court issued an Order granting Defendants' Motion to Dismiss. Plaintiff was given leave to amend the Complaint. Plaintiff filed a Motion for leave to file a second amended Complaint on March 28. On September 20, the Court issued an Order denying Plaintiff's motion for leave to amend, dismissing the case with prejudice. Lead Plaintiff filed a notice appealing the Court's dismissal Order on October 17.