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American Realty Capital Business Development Corporation of America June 2011. Disclaimer.
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American Realty CapitalBusiness Development Corporation of AmericaJune 2011
Disclaimer This webinar is intended to be part of the Broker/Dealer’s review, and is not intended to cover all facets of that which a Broker/Dealer may require. It should be noted that FINRA NTM 05-48 addresses the responsibilities of the individual broker/dealer: suggesting they may not rely exclusively on the efforts of a third party provider. While this webinar is designed to assist the broker/dealer in their due diligence efforts, it is not designed to replace it. In addition, Buttonwood expresses no opinion as to the Program’s, Sponsor’s, Advisor’s, and any affiliates thereof adherence to federal or state laws. Furthermore, the information contained within this webinar is the property of Buttonwood Investment Services LLC and as such may not be reproduced, copied or disseminated in any manner without the express written consent of Buttonwood Investment Services LLC.
Offering Summary For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Offering Summary BDCA is an externally-managed, non-diversified closed-end investment company formed to make debt and equity investments in middle market companies Targeted Investments: • Initial Investments: During the offering period, BDCA anticipates investing largely in senior secured and second lien debt securities, issued by middle market companies in private placements and negotiated transactions that are traded in private over-the-counter markets for institutional investors • Ultimate Investments: BDCA ultimately intends to provide customized direct loans to and acquire equity securities in primarily private middle market companies For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Sources & Uses of Proceeds For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Financial Summary-Sponsor For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Comments • BDCA represents the opportunity to invest in an asset class that has relatively low correlation with other asset classes • 10 Year Treasury: (0.36); • S&P 500: 0.41 • Investment Grade Corp Bonds: 0.36 • Management does not currently have plans to charge an internalization fee if the Advisor is ever internalized; however, nothing is in place to prevent this occurrence • There is no specific formula for determining the purchase price of the Advisor if it is internalized For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Comments • BDCA will be managed by an experienced advisor (BDCA Advisor-essentially American Realty Capital) and sub-advisor (Main Street Capital Corp) • The Advisors have numerous relationships in the industry and utilize a thorough selection and due diligence process • At 12/31/2010 MSCC had debt and equity investments in 44 portfolio companies with a fair market value of $280 million • At 12/31/2010 MSCC had investment in OTC debt securities with a fair market value of $136 million • Total return for MSCC’s 23 full-exit investments was 126.3%; however, these returns were highly volatile and ranged from 11% of capital to 281% of capital, highlighting the need for diversification For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Comments • BDCA’s objective is to originate direct loans alongside MSCC affiliates. However, management anticipates that it will take 6 to 12 months after meeting the minimum offering before making a direct investment • Given the diversification requirements related to BDCA’s classification as a Registered Investment Company (“RIC”) the Company may have to raise $50 million or more prior to originating direct investments • BDCA intends to obtain exemptive relief (from SEC) from certain diversity requirements in order to expedite the company’s ability to invest alongside MSCC and other affiliates in direct originations For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Comments • The Prospectus does not reference any acquisition fees or expenses; however, the Articles of Amendment and Restatement allow for the Company to pay the Advisor and its affiliates to review and evaluate potential investments • Management stated that they intend to issue a Supplement to include the ability to charge an acquisition fee • MSCC is not obligated to allocate any particular opportunity to BDCA • This is problematic as MSCC would have the ability to “cherry pick” exceptional investments for its own accounts or the accounts of affiliates For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Comments • The Advisors are entitled to receive incentive compensation on income regardless of any capital losses • Subordinate incentive fee on income is based on prior quarters rather than cumulative distributions • Should income exceed 7% annualized for any quarter, the Advisor will receive 100% of excess distributions until they have received 20% of total distributions and 20% of distributions thereafter • This is before investors have received a return of capital For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/
Contact Buttonwood Investment Services, LLC 26 W Dry Creek Circle, suite 470 Littleton, CO 80125 (303) 730-3399 www.buttonwoodinvestmentservices.com Analysts: Gail Schneck Steve Ogrin For additional detail, please see our complete report, which can be obtained by visiting: www.buttonwoodinvestmentservices.com/reports/