Filing Details

1.

AlpInvest Indigo I CI-A, L.P. (the “AlpInvest LP”),

2.

AlpInvest Indigo SCF I CI GP, L.P. (the “AlpInvest GP”) and

3.

AlpInvest US Holdings, LLC (the “AlpInvest Manager”).

(1)

The AlpInvest LP is party to the Limited Partnership Agreement (as defined below). By virtue of the Limited Partnership Agreement, the AlpInvest LP may be deemed to (1) share voting and investment control over the equity securities held by the Purchaser, which consists solely of shares of Common Stock owned by the Limited Partners that were acquired in connection with the Offer, and (2) have formed a “group” with the CCLF, CGIM and the General Partner for purposes of Section 13(d)(3) of the Exchange Act. Collectively, the “group” may be deemed to beneficially own an aggregate of 5,837,714.251 shares of Common Stock (which includes 870,004.325 shares of Common Stock beneficially owned by CGCIM prior to the Expiration Date), which represents approximately 10.24% of the Issuer’s outstanding shares of Common Stock as of the date of filing of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is a member of any such group. 

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In the event that there is a subsequent special tender offer for shares of Common Stock (excluding, for the avoidance of doubt, any tender offer pursuant to the Issuer’s anticipated quarterly liquidity program), each Limited Partner will be given a reasonable opportunity to participate.

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The General Partner may, in its sole discretion, admit additional limited partners to the Purchaser in accordance with the terms of the Limited Partnership Agreement.

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The Purchaser may, at the request of its limited partners and upon receiving a capital commitment from any such limited partner, commit to purchase additional shares of Common Stock pursuant to subscription agreements between the Purchaser and the Issuer, which must be substantially similar in all material respects to each other subscription agreement providing for the admission of institutional investors to the Issuer.

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The General Partner will distribute to the Purchaser’s limited partners any amounts/proceeds received on shares of Common Stock held by the Purchaser (including with respect to dividends/distributions received from the Issuer) as soon as practicable after the date such amounts/proceeds are received by the Purchaser, but in no event later than 30 calendar days following receipt of such amounts/proceeds. All such distributions will be paid to the Purchaser’s limited partners based on the limited partners’ percentage ownership of the Purchaser’s interests.

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In addition to general powers customarily granted to general partners of a limited partnership, among other things, the General Partner is permitted to take all actions to cause the Purchaser to invest in shares of Common Stock. The General Partner, however, has no right to cause the Purchaser to borrow or otherwise incur indebtedness and is not permitted to hypothecate, charge, mortgage, assign, transfer, make a collateral assignment or pledge or grant a comparable security interest to a lender or other credit party of the Purchaser of the assets of the Purchaser or any capital commitments from limited partners or rights to call or receive capital contributions in connection with such capital commitments.

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Whenever any consent or vote of the holders of shares of Common Stock is solicited, the General Partner will solicit the consent of its limited partners in writing, and the General Partner will cause the Purchaser to provide its consent or vote to the Issuer with respect to the shares of Common Stock then held by the Purchaser in the same ratio as the limited partner’s consent under the terms of the Limited Partnership Agreement (such ratio determined in respect of the then-current portion of shares of Common Stock that are attributable to the respective limited partners of the Purchaser). With the consent of the relevant limited partner, the General Partner will be permitted to elect, under and subject to the provisions of the Issuer’s charter, to hold all or any fraction of the Purchaser’s interest in the shares of Common Stock in respect of such limited partner as a non-voting interest. The pass-through voting provisions of the Limited Partnership Agreement must conform to the requirements of Section 12(d)(1)(E) of the Investment Company Act of 1940, as amended (the “1940 Act”).

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The Purchaser’s limited partners may not transfer their interests in (including any right to receive distributions or allocations in respect of such interests), or capital commitments to, the Purchaser, whether voluntarily, involuntarily, by merger, by operation of law or otherwise in whole or in part to any person without the prior written consent of the General Partner, which will not be unreasonably withheld. However, the General Partner will not withhold its consent to any such transfer if the proposed transferee is an affiliate of such limited partner, subject to certain suitability requirements and required representations set forth in the Limited Partnership Agreement.

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On or after the two-year anniversary of the Expiration Date, upon the written request of any Limited Partner, the General Partner will use commercially reasonable efforts to help facilitate a transfer by such Limited Partner of all or any portion of such shares of common stock held by the Purchaser that are attributable to such Limited Partner to another entity or individual, subject to certain suitability requirements, representations and other requirements set forth in the Limited Partnership Agreement.

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Starting on the date of the Purchaser’s acquisition of shares of Common Stock pursuant to the Offer, through the date that falls on the 18-month anniversary thereof (the “Lockup Period”), the Purchaser, as a stockholder of the issuer, will not be permitted to tender any of its shares of Common Stock in connection with any issuer tender offer for shares of Common Stock conducted by the Issuer. Following the Lockup Period, the Purchaser will participate in the Issuer’s issuer tender offers at the discretion, and in accordance with the instruction, of the Purchaser’s limited partners; however, in the event that the Issuer conducts one or more tender offers as required by Section 61(a)(2)(D)(ii) of the 1940 Act, in connection with a change in the Issuer’s asset coverage requirements, neither the Purchaser nor any of its limited partners in its individual capacity will participate in such tender offer(s).

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The Purchaser will at no time hold 25% or more of the then-outstanding shares of Common Stock, and the General Partner will use its commercially reasonable efforts to reduce the number of shares then held by the Purchaser to the extent it determines that there is a reasonable possibility that it may exceed such threshold within 30 days. In addition, for so long as the Purchaser holds 5% or more of the then-outstanding shares of Common Stock, the General Partner will take such steps, as will its affiliates, including the Issuer’s investment adviser, to take such steps, in each case as may be reasonably necessary to ensure that no transaction occurs in violation of Section 57 of the 1940 Act to which a limited partner of the Purchaser may be a party; provided that, to the extent any limited partner of the Purchaser and the Issuer may be parties to a proposed transaction that would otherwise violate Section 57(d) of the 1940 Act, the General Partner and its affiliates will use commercially reasonable efforts to cause the Board to approve the participation of such limited partner in such transaction in the manner provided for under Section 57(f) of the 1940 Act.

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The Purchaser will indemnify and hold harmless the General Partner and certain of its related parties and affiliates (including their respective members, officers, directors, employees, operating executives, managers, consultants, advisors, senior advisors, stockholders, shareholders, partners (other than limited partners of the Purchaser in their capacity as such), agents, and any other person who serves at the request of the General Partner on behalf of the Purchaser as an officer, director, partner, member, consultant, senior advisor, operating executive or employee of or advisor to any other entity, each an “Indemnified Party”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including legal fees and amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, whether or not in connection with proceedings by or in the right of the Purchaser or any of its partners, that are incurred by any Indemnified Party and arise out of or in connection with the affairs of the Purchaser, the Issuer or any activities undertaken in connection with the Purchaser or the Issuer, including acting as a director or the equivalent of any entity in or through which an investment in shares of Common Stock is made, directly or indirectly, or the performance by such Indemnified Party of any of the General Partner’s responsibilities under the Limited Partnership Agreement or otherwise in connection with the matters contemplated in the Limited Partnership Agreement, subject to certain exceptions, limitations and other terms set forth in the Limited Partnership Agreement, including that no Indemnified Party will be entitled to such indemnification to the extent that such Indemnified Party’s conduct constituted Disabling Conduct (as defined in the Limited Partnership Agreement).