According to the Complaint, Triangle Capital Corporation ("Triangle" or the "Company") is a specialty finance company that provides customized financing to lower middle market companies located primarily in the United States.
On April 3, 2018, Triangle and BSP Asset Acquisition I, LLC, a Delaware limited liability company and an affiliate of BSP ("Asset Buyer"), entered into an Asset Purchase Agreement (the "Asset Agreement"), pursuant to which, Asset Buyer will purchase from the Company the portfolio company investments of the Company held at December 31, 2017 (the "Proposed Transaction") for an aggregate purchase price equal to approximately $981.2 million in cash (the "Asset Consideration").
The Complaint alleges that the Asset Consideration appears inadequate, and the process by which Defendants agreed to consummate the Proposed Transaction is fundamentally unfair to Plaintiff and Triangle's other public stockholders.
The Complaint further alleges that on June 1, 2018, in order to convince Triangle's public common stockholders to
vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Schedule 14A Definitive Proxy Statement (the "Proxy") with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.