UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 10-K


(Mark One)


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2012


OR


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission file number: 0-54251


BUSINESS DEVELOPMENT CORPORATION OF AMERICA


(Exact Name of Registrant as Specified in its Charter)





Maryland27-2614444(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.)405 Park Avenue, 15thFloorNew York, New York10022(Address of Principal Executive Office)(Zip Code)





(212) 415-6500


(Registrant’s Telephone Number, Including Area Code)





Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class  Name of Each Exchange on Which Registered  None  N/A





Securities registered pursuant to Section 12(g) of the Act:


Common Stock, par value $0.001 per share


(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.


Yes o No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.


Yes o No x





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x No o





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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes o No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or  information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):


Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyo


(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o No x





There is no established market for the Registrant’s shares of common stock. The Registrant is currently conducting an ongoing public offering of its shares of common stock pursuant to a Registration Statement on Form N-2 (File No. 333-166636), which shares are being sold at $10.70 per share as of December 31, 2012, with discounts available for certain categories of purchasers, or at a price necessary to ensure that shares are not sold at a price below net asset value per share.


There were 22,298,327 shares of the Registrant’s common stock outstanding as of March 21, 2013.





Documents Incorporated by Reference


Portions of the registrant’s definitive Proxy Statement relating to the registrant’s 2013 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K as indicated herein.

















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BUSINESS DEVELOPMENT CORPORATION OF AMERICA


FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2012





TABLE OF CONTENTS





PagePART IItem 1. Business2Item 1A .Risk Factors20Item 1B. Unresolved Staff Comments38Item 2. Properties39Item 3. Legal Proceedings39Item 4.Mine Safety Disclosures39PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40Item 6. Selected Financial Data42Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations43Item 7A. Quantitative and Qualitative Disclosures about Market Risk60Item 8. Consolidated Financial Statements and Supplementary Data60Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure60Item 9A. Controls and Procedures60Item 9B. Other Information61PART IIIItem 10. Directors, Executive Officers and Corporate Governance62Item 11. Executive Compensation62Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters62Item 13. Certain Relationships and Related Transactions, and Director Independence62Item 14. Principal Accountant Fees and Services62PART IVItem 15. Exhibits and Consolidated Financial Statement Schedules63Signatures65




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PART I


Forward Looking Statements





Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Annual Report may include statements as to:


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|• | our future operating results;

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|• | our business prospects and the prospects of our portfolio companies;

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|• | the impact of the investments that we expect to make;

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|• | the ability of our portfolio companies to achieve their objectives;

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|• | our expected financings and investments;

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|• | the adequacy of our cash resources and working capital;

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|• | the timing of cash flows, if any, from the operations of our portfolio companies;

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|• | our repurchase of shares;

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|• | actual and potential conflicts of interest with our Adviser and its affiliates;

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|• | the dependence of our future success on the general economy and its effect on the industries in which we invest;

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|• | the ability to qualify and maintain our qualification as a regulated investment company (“RIC”) and a business development company (“BDC”); and

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|• | the impact on our business of Dodd-Frank and the rules and regulations issued thereunder.




In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Annual Report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in this Annual Report. Other factors that could cause actual results to differ materially include:


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|• | changes in the economy;

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|• | risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and

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|• | future changes in laws or regulations and conditions in our operating areas.




For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this Annual Report, please see the discussion under Part I, Item 1A “Risk Factors”. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Annual Report.








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ITEM 1. BUSINESS


GENERAL





We are a specialty finance company incorporated in Maryland in May 2010. We are an externally managed, non-diversified closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are therefore required to comply with certain regulatory requirements. We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually hereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We are managed by BDCA Adviser, LLC (the "Adviser"), a private investment firm that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio. Our Adviser is controlled by Nicholas S. Schorsch, our chairman and chief executive officer, and William M. Kahane, one of our directors, through their ownership of AR Capital, LLC (formerly known as American Realty Capital II, LLC) (the "Sponsor").





On January 25, 2011, we commenced our initial public offering (the “IPO”) on a “reasonable best efforts basis” of up to 150.0 million shares of common stock, $0.001 par value per share, at an initial offering price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form N-2 (File No. 333-166636) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. We sold 22,222 shares of common stock to our Adviser on July 8, 2010 at $9.00 per share, which represents the initial public offering price of $10.00 per share minus selling commissions of $0.70 per share and dealer manager fees of $0.30 per share. On August 25, 2011, we raised sufficient funds to break escrow on our IPO and commenced operations as of that date. As of December 31, 2012, we had issued 15.0 million shares of common stock for gross proceeds of $152.8 million including the shares purchased by the Sponsor and shares issued under our distribution reinvestment plan ("DRIP"). As of December 31, 2012, we had repurchased 0.03 million shares of common stock for payments of $0.3 million.





On July 13, 2012, we, through a wholly-owned subsidiary, 405 TRS I, LLC (“405 Sub”), entered into a total


return swap agreement (“TRS”) with Citibank, N.A. (“Citi”), which was amended on October 17, 2012 and December 7, 2012, to increase the aggregate market value of the portfolio of loans selected by 405 Sub. 405 Sub is included within our consolidated financial statements. As amended, the TRS provides that 405 Sub may select a portfolio of loans with a maximum aggregate value (determined at the time such loans become subject to the TRS) of $150.0 million. The consolidated financial statements include both our accounts and the accounts of 405 Sub. All significant intercompany transactions have been eliminated in consolidation.





On July 24, 2012, we, through a newly-formed, wholly-owned special purpose financing subsidiary, BDCA


Funding I, LLC (“Funding I”), entered into a revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National


Association, as lender, Wells Fargo Securities, as administrative agent (together, “Wells Fargo”) and U.S. Bank National


Association, as collateral agent, account bank and collateral custodian. The Credit Facility provides for borrowings in an aggregate principal amount of up to $50.0 million on a committed basis, with a term of 48 months. Funding I is included within our consolidated financial statements. The consolidated financial statements include both our accounts and the accounts of Funding I. All significant intercompany transactions have been eliminated in consolidation.





Our investment objective is to generate both current income and to a lesser extent long-term capital appreciation through debt and equity investments. We anticipate that during our offering period we will invest largely in first and second lien senior secured loans and mezzanine debt issued by middle market companies. We may also purchase interests in loans through secondary market transactions in the "over-the-counter" market for institutional loans. First and second lien secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in bankruptcy priority and are generally secured by liens on the operating assets of a borrower which may include inventory, receivables, plant, property and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured. We define middle market companies as those with annual revenues between $10 million and $1 billion. We expect that investments will generally range between approximately $1 million and $25 million, although this investment size will vary proportionately with the size of our capital base. As we increase our capital base during our offering period, we will invest in, and ultimately intend to have a substantial portion of our assets invested in, customized direct loans to and, to a lesser extent, equity securities of middle market companies. In most cases, companies to whom we provide customized financing solutions will be privately held at the time we invest in them.


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While the structure of our investments is likely to vary, we may invest in senior secured debt, senior unsecured debt, subordinated secured debt, subordinated unsecured debt, mezzanine debt, convertible debt, convertible preferred equity, preferred equity, common equity, warrants and other instruments, many of which generate current yields. During our offering period and thereafter, if our Adviser deems appropriate, we may invest in more liquid senior secured and second lien debt securities, some of which may be traded on a national securities exchange. We will make such investments to the extent allowed by the 1940 Act and consistent with our continued qualification as a RIC for federal income tax purposes. For a discussion of the risks inherent in our portfolio investments, please see the discussion under Part I, Item 1A “Risk Factors”.





As of December 31, 2012, our investment portfolio, including the underlying TRS portfolio, totaled $208.3 million and consisted of $156.4 million of senior secured first lien debt, $33.4 million of senior secured second lien debt, $3.9 million of subordinated debt, $8.5 million of collateralized securities and $6.1 million of equity and other investments. Our overall portfolio, including the underlying TRS portfolio, consisted of 39 portfolio companies with an average investment size of $5.3 million, a weighted average current yield on debt investments of 9.7% exclusive of any loan discounts, and was invested 75.1% in senior secured first lien debt, 16.0% in senior secured second lien debt, 1.9% in subordinated debt, 4.1% in collateralized securities and 2.9% in equity and other investments.





As of December 31, 2011, our investment portfolio totaled $14.3 million and consisted of $9.1 million of senior


secured first lien loans, $3.0 million of senior secured second lien loans, $1.4 million of senior secured bonds, $0.2 million of


subordinated debt and $0.6 million of equity and other investments. Our overall portfolio consisted of 34 portfolio companies with an average investment size of $0.4 million, a weighted average current yield on debt investments of 9.4% exclusive of any loan discounts, and was invested 64.0% in senior secured first lien loans, 21.0% in senior secured second lien loans, 9.6% in senior secured bonds, 1.6% in subordinated debt and 3.8% in equity and other investments.





As a BDC, we are required to comply with certain regulatory requirements. For instance, we have to invest at least 70% of our total assets in “qualifying assets,” including securities of U.S. operating companies whose securities are not listed on a national securities exchange (i.e., New York Stock Exchange, American Stock Exchange and The NASDAQ Stock Market), U.S. operating companies with listed securities that have equity market capitalizations of less than $250 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities (excluding borrowings) to total borrowings, equals at least 200% after such borrowing, with certain limited exceptions.





MARKET OPPORTUNITY





We believe that the banking and financial services crisis that began in the summer of 2007 and the resulting credit crisis have created a unique opportunity for specialty financial services companies with experience in investing in middle market companies to make investments with attractive yields and significant opportunities for sharing in new value creation. Our current opportunity is highlighted by the following factors:





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|• | Large pool of uninvested private equity capital likely to seek additional capital to support private investments.We believe there remains a large pool of uninvested private equity capital available to middle market companies. We expect that private equity firms will be active investors in middle market companies and that these private equity firms will seek to supplement their equity investments with senior secured and junior loans and equity co-investments from other sources, such as us.

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|• | Credit crises and consolidation among commercial banks has reduced the focus on middle market business.The commercial banks in the United States, which have traditionally been the primary source of capital to middle market companies, have experienced consolidation, unprecedented loan losses, capital impairments and stricter regulatory scrutiny, which has led to a significant tightening of credit standards and substantially reduced loan volume to the middle market. Many financial institutions that have historically loaned to middle market companies have failed or been acquired, and we believe that larger financial institutions are now more focused on syndicated lending to larger corporations and are allocating capital to business lines that generate fee income and involve less balance sheet risk. We believe this market dynamic will provide us with numerous opportunities to originate new debt and equity investments in middle market companies. While we believe the credit crisis and the resultant market dynamic have created a unique opportunity for us, we also note that the credit crisis and current tenuous economic environment also present certain risks to our success. Unfavorable economic conditions or other factors could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any.

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|• | Limited market for collateralized debt obligations, ("CDOs"), or collateralized loan obligations, ("CLOs").Prior to the credit crisis, these asset-backed vehicles were used by many funds and BDCs to provide inexpensive capital to fund additional investments. We also believe that some specialty finance companies that heavily utilized this funding vehicle may be forced to liquidate assets to meet obligations under these vehicles and may have limited access to equity capital due to their shrinking balance sheets, potentially providing us with opportunities to purchase loans at attractive values and also reducing competition for future investments.

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|• | Favorable Pricing Environment in the Secondary Loan Market.Lower valuation levels, combined with reduced liquidity in the secondary loan market, have created opportunities to acquire relatively high yielding senior and subordinated loans, both secured and unsecured, at potentially attractive prices.




BUSINESS STRATEGY





Our investment objective is to generate both current income and to a lesser extent long-term capital appreciation through debt and equity investments. We anticipate that during our offering period we will invest largely in first and second lien senior secured loans and mezzanine debt issued by middle market companies. We have adopted the following business strategy to achieve our investment objectives:





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|• | Utilize the experience and expertise of the principals of our Adviser.Our Adviser’s senior management team, through affiliates of AR Capital, LLC, has sponsored thirteen publicly-offered REITS. The four principals of our Adviser, namely Edward M. Weil, Jr., Nicholas Radesca, Peter M. Budko and Robert K. Grunewald, have a broad network of contacts with financial sponsors, commercial and investment banks and leaders within a number of industries that we believe will produce significant proprietary investment opportunities outside the normal banking auction process.

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|• | Focus on middle market companies with stable cash flow.We believe that there are relatively few finance companies focused on transactions involving middle market companies, and this is one factor that allows us to negotiate favorable investment terms. Such favorable terms include higher debt yields and lower leverage levels, more significant covenant protection and greater equity participation than typical of transactions involving larger companies. We generally invest in established companies with positive cash flow. We believe these companies possess better risk-adjusted return profiles than newer companies that are building management or in the early stages of building a revenue base. These middle market companies represent a significant portion of the U.S. economy and often require substantial capital investment to grow their businesses.

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|• | Employ disciplined underwriting policies and rigorous portfolio management.We employ an extensive underwriting process that includes a review of the prospects, competitive position, financial performance and industry dynamics of each potential portfolio company. In addition, we perform substantial due diligence on potential investments, and seek to invest with management teams and/or private equity sponsors who have proven capabilities in building value. We offer managerial assistance to our portfolio companies, giving them access to our investment experience, direct industry expertise and contacts, and allowing us to continually monitor their progress. As part of the monitoring process, our Adviser analyzes monthly and quarterly financial statements versus the previous periods and year, reviews financial projections and may perform other procedures including meeting with management, attending board meetings and reviewing compliance certificates and covenants.

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|• | Focus on long-term credit performance and principal protection.We structure our customized loan investments on a conservative basis with high cash yields, first and/or second lien security interests where possible, cash origination fees, and low leverage levels. We seek strong deal protections for our customized debt investments, including default penalties, information rights, board observation rights, and affirmative, negative and financial covenants, such as lien protection and prohibitions against change of control. We believe these protections will reduce our risk of capital loss.

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|• | Diversification.We seek to diversify our portfolio broadly among companies in a multitude of different industries, thereby reducing the concentration of credit risk in any one company or sector of the economy. We cannot guarantee that we will be successful in this effort.







DEAL ORIGINATION





The principals of our Adviser have extensive relationships with loan syndication and trading desks, lending groups, management teams, investment bankers, business brokers, attorneys, accountants and other persons whom we believe will continue to provide us with significant investment opportunities. We believe these relationships provide us with competitive advantages over other publicly-traded BDCs and other direct participation programs such as public non-traded REITs and public non-traded BDCs.





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We believe that our industry relationships are a significant source for new investment opportunities. We generally source our investments in ways other than going to auctions, which include capitalizing on long-standing relationships with companies and financial sponsors to participate in proprietary investment opportunities.





From time to time, we may receive referrals for new prospective investments from our portfolio companies as well as other participants in the capital markets. We may pay referral fees to those who refer transactions to us that we consummate.





INVESTMENT SELECTION





Our investment philosophy and portfolio construction involves:





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|• | An assessment of the overall macroeconomic environment and financial markets;

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|• | Company-specific research and analysis; and

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|• | An emphasis on capital preservation, low volatility and minimization of downside risk.




The foundation of our investment philosophy is intensive credit investment analysis, strict sales discipline  based on fundamental value-oriented research and diversification. We follow a rigorous selection process based on:





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|• | A comprehensive analysis of issuer creditworthiness, including a quantitative and qualitative assessment of the issuer’s business;

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|• | An evaluation of the management team;

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|• | An analysis of business strategy and long-term industry trends; and

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|• | An in-depth examination of capital structure, financial results and financial projections.




We seek to identify those issuers exhibiting superior fundamental risk-return profiles with a particular focus on investments with the following characteristics:





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|• | Established companies with a history of positive and stable operating cash flows.We seek to invest in established companies with sound historical financial performance. We typically focus on companies with a history of profitability. We do not intend to invest in start-up companies or companies with speculative business plans.

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|• | Ability to exert meaningful influence.We target investment opportunities in which we will be the lead investor where we can add value through active participation.

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|• | Experienced management team.We generally will require that our portfolio companies have an experienced management team. We also seek to invest in companies that have a strong equity incentive program in place that properly aligns the interests of management with a its investors.

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|• | Strong franchises and sustainable competitive advantages.We seek to invest in companies with proven products and/or services and strong regional or national operations.

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|• | Industries with positive long-term dynamics.We seek to invest in companies in industries with positive long-term dynamics.




INTENSIVE CREDIT ANALYSIS/DUE DILIGENCE





The process through which we make investment decisions with respect to a customized financing transaction involves extensive research into the target company, its industry, its growth prospects and its ability to withstand adverse conditions. If the senior investment professional responsible for the transaction determines that an investment opportunity should be pursued, we engage in an intensive due diligence process. Though each transaction involves a somewhat different approach, the regular due diligence steps generally to be undertaken may include:





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|• | Meeting with senior management to understand the business more fully and evaluate the ability of the senior management team;

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|• | Checking management backgrounds and references;

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|• | Performing a detailed review of financial performance and earnings;

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|• | Visiting the headquarters and other company locations and meeting with management;

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|• | Contacting customers and vendors to assess both business prospects and industry practices;

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|• | Conducting a competitive analysis, and comparing the issuer to its main competitors;

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|• | Researching industry and financial publications to understand industry wide growth trends;

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|• | Assessing asset value and the ability of physical infrastructure and information systems to handle anticipated growth; and

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|• | Investigating legal risks and financial and accounting systems.




For the majority of over-the-counter debt securities available on the secondary market, a comprehensive credit analysis will be conducted and continuously maintained by our Adviser, the results of which are available for the transaction team to review. Our due diligence process with respect to over-the-counter debt securities is necessarily less intensive than that followed for customized financings. The issuers in these private debt placements tend to be rated and have placement agents who conduct due diligence prior to placing the securities. Moreover, these private placements generally have tight timetables for making investment decisions.





INVESTMENTS





We anticipate that during our offering period we will invest largely in senior secured and second lien debt securities and mezzanine 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, which we refer to as over-the-counter debt securities. We define middle market companies as those with annual revenues between $10 million and $1 billion. We expect that our investments will generally range between approximately $1 million and $25 million, although this investment size will vary proportionately with the size of our capital base. As we increase our capital base during our offering period, we will begin investing in, and ultimately intend to have a substantial portion of our assets invested in, customized direct loans to and equity securities of middle market companies. In most cases, companies to whom we provide customized financing solutions will be privately held at the time we invest in them.





While the structure of our investments is likely to vary, we may invest in senior secured debt, senior unsecured debt, subordinated secured debt, subordinated unsecured debt, mezzanine debt, convertible debt, convertible preferred equity, preferred equity, common equity, warrants and other instruments, many of which generate current yields. However, during our offering period and thereafter, if our Adviser deems appropriate, we may invest in more liquid senior secured and second lien debt securities of middle market companies, some of which may be traded on a national securities exchange. We will make such investments to the extent allowed by the 1940 Act and consistent with our continued qualification as a RIC. For a discussion of the risks inherent in our portfolio investments, please see the discussion under Part I, Item 1A “Risk Factors.”





We strive to structure our debt investments with the maximum seniority and collateral that we can reasonably obtain while seeking to achieve our total return target. We seek to structure our debt investments so that they often are collateralized by a first or second lien on the assets of the portfolio company. We seek to tailor the terms of our debt investments to the facts and circumstances of the transaction and prospective portfolio company, negotiating a structure that seeks to protect our rights and manage our risk while creating incentives for the portfolio company to achieve its business plan. A substantial source of our return is monthly cash interest that we collect on our debt investments.





PORTFOLIO MONITORING





With respect to customized financing transactions, our Adviser monitors our portfolio companies to determine if each company is meeting its business plan and to assess the appropriate course of action for each company.





We employ several methods of evaluating and monitoring the performance and value of our investments, which may include, but are not limited to, the following:





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|• | Assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

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|• | Regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

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|• | Attendance at and participation in board meetings of the portfolio company; and

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|• | Review of monthly and quarterly financial statements and financial projections for the portfolio company.

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DETERMINATION OF NET ASSET VALUE





We, with the assistance of our Adviser, determine the net asset value of our investment portfolio each quarter. We conduct the valuation of our assets at all times consistent with U.S. generally accepted accounting principles (“GAAP”) and the 1940 Act. Securities for which market quotations are readily available on an exchange  are valued at the reported closing price on the valuation date. We may also obtain quotes with respect to certain of our investments from pricing services or brokers or dealers in order to value assets. When doing so, we determine whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, we use the quote obtained.





Securities for which reliable market quotations are not readily available or for which the pricing source does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of our Adviser or board of directors, does not represent fair value, shall each be valued as follows:





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|• | Each portfolio company or investment will be valued by the Adviser, potentially with assistance from one or more independent valuation firms engaged by our board of directors;




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|• | The independent valuation firm(s), if involved, will conduct independent appraisals and make an independent assessment of the value of each investment;




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|• | The audit committee of our board of directors reviews each preliminary valuation and our Adviser and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and




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|• | Our board of directors discusses the valuations and determines the fair value of each investment, in good faith, based on the input of our Adviser, independent valuation firm (to the extent applicable) and the audit committee of our board of directors.




Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on our consolidated financial statements. Below is a description of methodology and factors that our board of directors may consider when valuing our equity and debt investments.





Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.





For an investment in an investment fund that does not have a readily determinable fair value, we measure the fair value of our investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of the Financial Accounting Standards Board, ("FASB"), Accounting Standards Codification, ("ASC"), Topic 946, Financial Services-Investment Companies, as of our measurement date. However, in determining the fair value of our investment, we may make adjustments to the net asset value per share in certain circumstances, based on our analysis of any restrictions on redemption of our shares of our investment as of the measurement date. The value of our TRS is primarily based on the increase or decrease in the value of the loans underlying the TRS, as determined by Citi based upon indicative pricing by an independent third-party pricing service.


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The FASB has established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:





Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access.


Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:


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|a) | Quoted prices for similar assets or liabilities in active markets;

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|b) | Quoted prices for identical or similar assets or liabilities in non-active markets;

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|c) | Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including foreign exchange forward contracts); and

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|d) | Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Level 3. Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include certain of our private debt and equity investments) and long-dated or complex derivatives (including certain equity and currency derivatives).





DETERMINATIONS IN CONNECTION WITH OFFERINGS





As of December 31, 2012, we were selling our shares on a continuous basis at an offering price of $10.70 per share. We sell our shares on a continuous basis at a current public offering price established by our board of directors or a committee thereof. We are prohibited under the 1940 Act from selling our shares of common stock at a public offering price, after deducting selling commissions and dealer manager fees, that is below our net asset value per share. In connection with each semi-monthly closing, our board of directors or a committee thereof reviews the then current public offering price per share against the current estimated net asset value per share to ensure that we are not selling shares of our common stock at a price which, after deducting selling commissions and dealer manager fees, is below our net asset value per share. If the board of directors or a committee thereof determines that the estimated net asset value per share has, subject to certain conditions, fallen below an amount equal to 87.0% of the current public offering price, the public offering price will be revised so that the estimated net asset value per share is equal to at least 87.0%, but no more than 90.0%, of the public offering price, as required by the 1940 Act. Furthermore, the board of directors has affirmed that we shall, in consultation with the board of directors, review our net asset value per share in relationship to our public offering price in connection with each semi-monthly closing to determine that the net asset value per share remains between 87.0% and 88.5% of the public offering price per share.





In reviewing our public offering price in connection with each closing date, the board of directors or a committee thereof will consider the following factors, among others, in making such determination:





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|• | the net asset value of our common stock disclosed in the most recent periodic report we filed with the SEC;

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|• | management’s assessment of whether any material change in the net asset value has occurred (including through the realization of net gains on the sale of our portfolio investments) from the period beginning on the date of the most recently disclosed net asset value to the period ending two days prior to the date of the closing on and sale of our common stock; and

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|• | the magnitude of the difference between the net asset value disclosed in the most recent periodic report we filed with the SEC and our management’s assessment of any material change in the net asset value since the date of the most recently disclosed net asset value, and the offering price of the shares of our common stock at the date of closing.




Importantly, this determination does not require that we calculate net asset value per share in connection with each closing. Instead, it involves a determination by the board of directors or a committee thereof that we are not selling shares at a price which, after deducting selling commissions and dealer manager fees, is below the then current net asset value per share at the time at which the sale of shares is made. To the extent that there is even a remote possibility that we may issue shares of our common stock at a price which, after deducting selling commissions and dealer manager fees, is below the then current net asset value per share, the board of directors or a committee thereof will elect either to postpone the closing until such time that there is no longer the possibility of the occurrence of such event or to undertake to calculate our net asset value per share within 48 hours of the issuance of shares of our common stock in order to ensure that it will not be at a price which, after deducting selling commissions and dealer manager fees, is below our net asset value per share.


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In addition, a decline in our net asset value per share to an amount more than 1.5% below our current offering price, net of selling commissions and dealer manager fees, creates a rebuttable presumption that there has been a material change in the value of our assets such that a reduction in the offering price per share is warranted. This presumption may be rebutted if our board of directors, in consultation with our management, reasonably and in good faith determines that the decline in net asset value per share is the result of a temporary movement in the credit markets or the value of our assets, rather than a more fundamental shift in the valuation of our portfolio. In the event that our estimated net asset value per share has declined by more than 1.5% and our board of directors believes that such decrease in the net asset value per share is the result of a non-temporary movement in the credit markets or the value of our assets, our board of directors will undertake to establish a new public offering price. If our board of directors determines that the decline in our estimated net asset value per share is the result of a temporary movement in the credit markets, no change will be made to the current public offering price per share.





These processes and procedures are part of our compliance policies and procedures. Records will be made contemporaneously with all determinations described in this section and these records will be maintained with other records we are required to maintain under the 1940 Act. Promptly following any adjustment to the public offering price per share of our common stock, we will update our prospectus by filing a prospectus supplement with the SEC disclosing the public offering price per share, and we will also post the updated information on our website at www.BDCofAmerica.com.





LEVERAGE





We may use borrowed funds, known as “leverage,” to make investments and to attempt to increase returns to our stockholders by reducing our overall cost of capital. As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200% after giving effect to such leverage.





In January 2011, we entered into a loan agreement with Main Street Capital Corporation ("Main Street") for a $10,000,000 senior secured revolving credit facility. The line of credit had a variable interest rate based on the London Interbank Offered Rate ("LIBOR") plus 3.50% .





On July 13, 2012, we, through a wholly-owned subsidiary, 405 Sub, entered into a TRS with Citi, which was amended on October 17, 2012 and December 7, 2012, to increase the aggregate market value of the portfolio of loans selected by 405 Sub. On July 24, 2012, we used working capital and certain proceeds from the TRS of our subsidiary, 405 Sub, to repay all of the obligations under our credit facility with Main Street. We were not required to pay any prepayment penalty in connection with such repayment.





A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The TRS effectively adds leverage to our portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. The TRS enables us, through our ownership of 405 Sub, to obtain the economic benefit of owning the loans subject to the TRS, without actually owning them, in return for an interest-type payment to Citi.





The obligations of 405 Sub under the TRS are non-recourse to us and our exposure to the TRS is limited to the amount that we contribute to 405 Sub in connection with the TRS. Generally, that amount will be the amount that 405 Sub is required to post as cash collateral for each loan (which in most instances is approximately 25% of the market value of a loan at the time that such loan is purchased). As amended, the TRS provides that 405 Sub may select a portfolio of loans with a maximum aggregate value (determined at the time such loans become subject to the TRS) of $150.0 million.





405 Sub will pay interest to Citi for each loan at a rate equal to one-month LIBOR plus 1.25% per annum. Upon the termination or repayment of any loan selected by 405 Sub under the Agreement, 405 Sub may deduct the appreciation of such loan's value from any interest owed to Citi or pay the depreciation amount to Citi in addition to remaining interest payments.





Citi may terminate any individual loan on or after July 13, 2015. However, if at any time, any particular loan fails to meet certain criteria set forth in the TRS, and such failure continues for 30 days, Citi will have the right to terminate that loan or the entire agreement with at least 10 days' notice and 405 Sub would be required to pay certain breakage costs to Citi. 405 Sub may terminate the TRS prior to July 13, 2015 but would be required to pay certain termination fees.





See Note 6 — Total Return Swap — in our consolidated financial statements included in this report for additional disclosure on the TRS with Citi.


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On July 24, 2012, we, through a newly-formed, wholly-owned special purpose financing subsidiary, Funding I, entered into the Credit Facility with Wells Fargo and U.S. Bank National Association, as collateral agent, account bank and collateral custodian. The Credit Facility provides for borrowings in an aggregate principal amount of up to $50.0 million on a committed basis, with a term of 48 months.





We may contribute cash or loans to Funding I from time to time to retain a residual interest in any assets contributed


through its ownership of Funding I or will receive fair market value for any loans sold to Funding I. Funding I may purchase


additional loans from various sources. Funding I has appointed us as servicer to manage its portfolio of loans. Funding I's obligations under the Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of loans. The obligations of Funding I under the Credit Facility are non-recourse to us.





The Credit Facility will be priced at one month maturity LIBOR, with no LIBOR floor, plus a spread ranging between


2.00% and 2.75% per annum, depending on the composition of the portfolio of loans owned by Funding I for the relevant period. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. The non-usage fee per annum for the first six months is 0.50%; thereafter, the non-usage fee per annum is 0.50% and 2.0%, if the unused balance of the Credit Facility is less than or exceeds 20% of the available facility, respectively. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable in July 2016.





Borrowings under the Credit Facility are subject to compliance with a borrowing base, pursuant to which the amount of funds advanced to Funding I varies depending upon the types of loans in Funding I's portfolio. As of December 31, 2012, we were in compliance with regards to the Credit Facility covenants. The Credit Facility may be prepaid in whole or in part, subject to customary breakage costs. In the event that the Credit Facility is terminated prior to the first anniversary, an additional amount is payable to Wells Fargo equal to 2.00% of the maximum amount of the Credit Facility.





The Credit Facility contains customary default provisions for facilities of this type pursuant to which Wells Fargo may


terminate our rights, obligations, power and authority, in our capacity as servicer of the portfolio assets under the Credit Facility, including, but not limited to, non-performance of Credit Facility obligations, insolvency, defaults of certain financial covenants and other events with respect to us that may be adverse to Wells Fargo and the secured parties under the Credit Facility.





In connection with the Credit Facility, Funding I has made certain representations and warranties, is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities and is subject to certain customary events of default. Upon the occurrence and during the continuation of an event of default, Wells Fargo may declare the outstanding advances and all other obligations under the Credit Facility immediately due and payable. During the continuation of an event of default, Funding I must pay interest at a default rate.





Borrowings of Funding I will be considered our borrowings for purposes of complying with the asset coverage


requirements under the Investment Company Act of 1940, as amended, applicable to business development companies.





Our cash is deposited in either commercial bank accounts or custody accounts and may be deposited in short-term, highly liquid investments that we believe provide appropriate safety of principal.





As of December 31, 2012, we had $33.9 million outstanding under the Credit Facility with Wells Fargo.





We expect that in the future, we may use other sources of financing for our investments such as proceeds from secured or unsecured financings from banks or other lenders or proceeds from private offerings. However, our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders.


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ELECTION TO BE TAXED AS A RIC





We have elected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended December 31, 2011, and and to qualify as a RIC thereafter. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any income that we distribute to our stockholders from our tax earnings and profits. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss, (the "Annual Distribution Requirement"). Even if we qualify as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to U.S. federal excise, state, local and foreign taxes.





In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:





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|• | elect to be treated as a RIC;

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|• | meet the Annual Distribution Requirement;

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|• | qualify to be treated as a BDC or be registered as a management investment company under the 1940 Act at all times during each taxable year;

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|• | derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock or other securities or currencies or other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a “qualified publicly traded partnership” (as defined in the Code), or the 90% Income Test; and

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|• | diversify our holdings so that at the end of each quarter of the taxable year (i) at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and (ii) no more than 25% of the value of our assets is invested in the securities, other than U.S. Government securities or securities of other RICs, (i) of one issuer (ii) of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of one or more “qualified publicly traded partnerships,” or the Diversification Tests.




Provided that we continue to qualify as a RIC and satisfy the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (which we define as net long-term capital gain in excess of net short-term capital loss) that we timely distribute to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to our stockholders.





We will be subject to a 4% nondeductible U.S. Federal excise tax on certain undistributed income of RICs unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years and on which we paid no U.S. federal income tax.





ADVISORY AND ADMINISTRATIVE AGREEMENTS





On March 18, 2011, we entered into a fund administration servicing agreement and a fund accounting servicing agreement with US Bancorp Fund Services, LLC (the “Administrator”). Our Administrator provides the administrative services, such as accounting, financial reporting, legal and compliance support and investor relations support, necessary for us to operate. On August 13, 2012, we entered into a custody agreement with U.S. Bank National Association (“US Bank”). Under the custody agreement, US Bank will hold all of our portfolio securities and cash for certain of our subsidiaries, and will transfer such securities or cash pursuant to our instructions. The custody agreement is terminable by either party, without penalty, on not less than ninety days prior notice to the other party.





Pursuant to the Investment Advisory Agreement, our Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio. We believe that the network of relationships between our Adviser’s senior management team, and the business communities in which their affiliated real estate investment trust (“REITs”) operate, are key channels through which we will access significant investment opportunities.


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ABOUT BDCA ADVISER, LLC





Our Adviser, BDCA Adviser, LLC, is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. Our Adviser is wholly owned by AR Capital, LLC, a company that is indirectly majority-owned by Nicholas S. Schorsch, our chairman and chief executive officer, and William M. Kahane, one of our directors, which has sponsored thirteen publicly offered REITs.





INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT





Investment Adviser Services





Subject to the overall supervision of our board of directors, our Adviser will manage the day-to-day operations of, and provide investment advisory and management services to us. Under the terms of our Investment Advisory Agreement, our Adviser will, among other things:


.Determine the composition and allocation of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes;


.Identify, evaluate and negotiate the structure of the investments we make;


.Execute, monitor and service our investments;


.Determine the securities and other assets that we will purchase, retain, or sell;


.Perform due diligence on prospective portfolio companies; and


.Provide us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.





Our Adviser's services under the Investment Advisory Agreement are not exclusive, and they are free to furnish similar services to other entities so long as their services to us are not impaired.





Advisory Fees





Pursuant to the Investment Advisory Agreement, we pay our Adviser a fee for investment advisory and management services consisting of two components - a management fee and an incentive fee.





Management Fees





The management fee is calculated at an annual rate of 1.5% of our average gross assets. The management fee is payable quarterly in arrears, and is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters. All or any part of the management fee not taken as to any quarter shall be deferred without interest and may be taken in such other quarter as the Adviser will determine. The management fee for any partial month or quarter is appropriately pro-rated.





Incentive Fees





The incentive fee shall consist of two parts. The first part, referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income” for the immediately preceding quarter. The payment of the subordinated incentive fee on income is subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, of 1.75% (7.00% annualized), subject to a “catch up” feature (as described below).


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For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies, including the loans underlying the total return swap) accrued during the calendar quarter, minus our operating expenses for the quarter (including the management fee, expenses payable under the administration agreement and any interest expense, including interest expense from the total return swap, and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of this fee, adjusted capital means cumulative gross proceeds generated from sales of our common stock (including proceeds from our distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of our investments paid to stockholders and amounts paid for share repurchases pursuant to our share repurchase program.





The calculation of the subordinated incentive fee on income for each quarter is as follows:


.No subordinated incentive fee on income shall be payable to the Adviser in any calendar quarter in which our pre-incentive fee net investment income does not exceed the preferred return rate of 1.75% or 7.00% annualized, the “preferred return” on adjusted capital;


.100% of our pre-incentive fee net investment income, if any, that exceeds the preferred return but is less than or equal to 2.1875% in any calendar quarter (8.75% annualized) shall be payable to the Adviser. This portion of the subordinated incentive fee on income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 20% on all of our pre-incentive fee net investment income when the pre-incentive fee net investment income reaches 2.1875% (8.75% annualized) in any calendar quarter; and


.For any quarter in which our pre-incentive fee net investment income exceeds 2.1875% (8.75% annualized), the subordinated incentive fee on income shall equal 20% of the amount of our pre-incentive fee net investment income, as the preferred return and catch-up will have been achieved.





The following is a graphical representation of the calculation of the subordinated incentive fee:





Quarterly Subordinated Incentive Fee on Income





Pre-incentive fee net investment income


(expressed as a percentage of the value of our net assets at


the end of the immediately preceding calendar quarter)








The second part of the incentive fee, referred to as the incentive fee on capital gains, shall be an incentive fee on capital gains earned on liquidated investments from the portfolio and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). This fee shall equal 20.0% of our incentive fee capital gains, which shall equal our realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. Realized gains received from loans underlying the total return swap we have with Citi will not be included for purposes of calculating the incentive fee on capital gains.





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Examples of Incentive Fee Calculation


Example 1: Income Related Portion of Incentive Fee (*):


Alternative 1 - Assumptions


.Investment income (including interest, dividends, fees, etc.) = 1.25%


.Hurdle rate(1)= 1.75%


.Management fee(2)= 0.375%


.Other expenses (legal, accounting, custodian, transfer agent, etc.)(3)= 0.20%


.Pre-incentive fee net investment income (investment income - (management fee + other expenses)) = 0.675%





Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee.





Alternative 2 - Assumptions


.Investment income (including interest, dividends, fees, etc.) = 2.70%


.Hurdle rate(1)= 1.75%


.Management fee(2)= 0.375%


.Other expenses (legal, accounting, custodian, transfer agent, etc.)(3)= 0.20%


.Pre-incentive fee net investment income (investment income - (management fee + other expenses)) = 2.125%





Pre-incentive net investment income exceeds hurdle rate, therefore there is an income incentive fee payable by us to our Adviser.


.Incentive fee= 100% × pre-incentive fee net investment income, subject to the "catch-up"(4)= 100% × (2.125% - 1.75%)= 0.375%





Alternative 3 - Assumptions


.Investment income (including interest, dividends, fees, etc.) = 3.00%


.Hurdle rate(1)= 1.75%


.Management fee(2)= 0.375%


.Other expenses (legal, accounting, custodian, transfer agent, etc.)(3)= 0.20%


.Pre-incentive fee net investment income (investment income - (management fee + other expenses)) = 2.425%





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Pre-incentive net investment income exceeds hurdle rate, therefore there is an income incentive fee payable by us to our Adviser.


.Incentive fee = 20% × pre-incentive fee net investment income, subject to “catch-up”(4)


.Incentive fee = 100% × “catch-up” + (20% × (pre-incentive fee net investment income - 2.1875%))


.Catch-up= 2.1875% - 1.75% = 0.4375%


.Incentive fee= (100% × 0.4375%) + (20% × (2.425% - 2.1875%))= 0.4375% + (20% × 0.2375%)= 0.4375% + 0.0475%= 0.485%





(1) Represents 7.0% annualized hurdle rate.





(2) Represents 1.5% annualized management fee.





(3) Excludes organizational and offering expenses.





(4) The "catch-up" provision is intended to provide our Adviser with an incentive fee of 20% on all of our pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.1875% in any calendar quarter.





(*) The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.





Example 2: Capital Gains Portion of Incentive Fee:


Alternative 1: Assumptions


.Year 1: $20 million investment made in company A, ("Investment A"), and $30 million investment made in company B, ("Investment B")


.Year 2: Investment A sold for $50 million and fair market value, ("FMV"), of Investment B determined to be $32 million


.Year 3: FMV of Investment B determined to be $25 million


.Year 4: Investment B sold for $31 million





The capital gains portion of the incentive fee would be:


.Year 1: None


.Year 2: Capital gains incentive fee of $6 million ($30 million realized capital gains on sale of Investment A multiplied by 20%)


.Year 3: None


.Year 4: Capital gains incentive fee of $200,000 ($6.2 million ($31 million cumulative realized capital gains multiplied by 20%) less $6 million (capital gains fee taken in Year 2)





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Alternative 2 - Assumptions


.Year 1: $20 million investment made in Investment A, $30 million investment made in Investment B and $25 million investment made in company C, ("Investment C")


.Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million


.Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million


.Year 4: FMV of Investment B determined to be $24 million


.Year 5: Investment B sold for $20 million. ($5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative capital gains fee paid in Year 2 and Year 3)





The capital gains incentive fee, if any, would be:


.Year 1: None


.Year 2: $5 million capital gains incentive fee (20% multiplied by $25 million ($30 million realized capital gains on Investment A less unrealized capital depreciation on Investment B)


.Year 3: $1.4 million capital gains incentive fee.(1)$6.4 million (20% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gains fee received in Year 2)


.Year 4: None


.Year 5: None. $5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative capital gains fee paid in Year 2 and Year 3








(1)As illustrated in Year 3 of Alternative 2 above, if we were to be wound up on a date other than December 31stof any year, we may have paid aggregate capital gains incentive fees that are more than the amount of such fees that would be payable if we had been wound up on December 31stof such year.





The returns shown are for illustrative purposes only. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in the examples above.





COMPLIANCE





We, along with our Adviser, have adopted and implemented written policies and procedures reasonably designed to prevent violations of the federal securities laws, and our board of directors is required to review these compliance policies and procedures annually to assess their adequacy and the effectiveness of their implementation. We have designated John H. Grady as our chief compliance officer. Currently, Mr. Grady also serves as chief compliance officer for our Adviser.


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COMPETITION





Our primary competition in providing financing for acquisitions, buyouts and recapitalizations of middle market companies will include public and private buyout and other private equity funds, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical, and marketing resources than we do. For example, some competitors may have a lower cost of funds as well as access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company. We expect to use the industry expertise of our investment professionals, to which we have access, to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, we expect that our relationships will enable us to discover, and compete effectively for, financing opportunities with attractive middle market companies in the industries in which we seek to invest.





STAFFING





We do not currently have any employees and do not expect to have any employees in the foreseeable future. The services necessary for the operation of our business are provided to us by our officers and the employees of our Adviser and our Administrator pursuant to the terms of the Advisory Agreement and the servicing agreements that we have entered into with our Administrator.





REGULATION





We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act also requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities. The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (ii) 50% of our voting securities.





We are generally not able to issue and sell our common stock at a price below net asset value per share. See “Risk Factors — Risks Related to Business Development Companies — Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth .” We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.





As a BDC, we are not permitted to invest in any portfolio company in which our Adviser or any of their affiliates currently have an investment or to make any co-investments with our Adviser or any of their affiliates without an exemptive order from the SEC.





As a BDC, we may be periodically examined by the SEC for compliance with the 1940 Act. Our Adviser is a registered investment adviser and is also subject to examination by the SEC.





We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.


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Qualifying assets





Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are any of the following:





1. Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:


a. is organized under the laws of, and has its principal place of business in, the United States;


b. is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and


c. satisfies any of the following:


i. does not have any class of securities that is traded on a national securities exchange;


ii. has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;


iii. is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or


iv. is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million.


2. Securities of any eligible portfolio company that we control.


3. Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.


4. Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.


5. Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.


6. Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.





In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.





Temporary investments





Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the Diversification Tests in order to qualify as a RIC for federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our Adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.


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Managerial assistance to portfolio companies





In order to count portfolio securities as qualifying assets for the purpose of the 70% test, we must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where we purchase such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.





Indebtedness and senior securities





We are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provision to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, See “Risk Factors — Risks Related to Business Development Companies — Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth.”





Code of ethics





We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements.


Our code of ethics is posted on our website at www.BDCofAmerica.com and was filed with the SEC as an exhibit to the registration statement (Registration No. 333-166636) for our initial public offering. You may read and copy the code of ethics at the SEC's Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the code of ethics is available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov . You may obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov , or by writing the SEC's Public Reference Section, Washington, D.C. 20549.





Proxy voting policies and procedures





We delegate our proxy voting responsibility to our Adviser. The proxy voting policies and procedures that our Adviser follows are set forth below and are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. The guidelines will be reviewed periodically by our Adviser and our non-interested directors, and, accordingly, are subject to change.





As an investment adviser registered under the Advisers Act, our Adviser has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients.





Our Adviser will vote proxies relating to our securities in the best interest of its clients’ stockholders. It will review on a case-by-case basis each proposal submitted for a stockholder vote to determine its impact on the portfolio securities held by its clients. Although our Adviser will generally vote against proposals that may have a negative impact on its clients’ portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.





The proxy voting decisions of our Adviser are made by the senior officers who are responsible for monitoring each of its clients’ investments. To ensure that its vote is not the product of a conflict of interest, it will require that: (a) anyone involved in the decision-making process disclose to its chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (b) employees involved in the decision making process or vote administration are prohibited from revealing how our Adviser intends to vote on a proposal in order to reduce any attempted influence from interested parties.


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You may obtain information, without charge, regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Financial Officer, 405 Park Avenue, 15 th Floor New York, NY 10022.





RESOLUTION OF POTENTIAL CONFLICTS OF INTEREST; EQUITABLE ALLOCATION OF INVESTMENT OPPORTUNITIES





Our Adviser and certain of its affiliates have certain conflicts of interest in connection with the management of our business affairs, including, but not limited to, the following:





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|• | Our Adviser and its respective affiliates must allocate their time between advising us and managing other investment activities and business activities in which they may be involved, including, with respect to the Adviser, the other programs sponsored by affiliates of AR Capital, as well as any programs that may be sponsored by such affiliates in the future;

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|• | The compensation payable by us to our Adviser and its affiliates will be approved by our board of directors consistent with the exercise of the requisite standard of care applicable to directors under Maryland law and the 1940 Act. Such compensation is payable, in most cases, whether or not our stockholders receive distributions and may be based in part on the value of assets acquired with leverage;

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|• | Regardless of the quality of the assets acquired, the services provided to us or whether we pay distributions to our stockholders, our Adviser will receive certain fees in connection with the management and sale of our portfolio companies;

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|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Our Adviser and its respective affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with us and/or may involve substantial time and resources of our Adviser and its affiliates.




AVAILABLE INFORMATION





We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Securities Exchange of 1934, as amended (the “Exchange Act”). You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102. In addition, the SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC at http://www.sec.gov . Our Internet address is http://www.BDCofAmerica.com . We make available free of charge on our Internet website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.





ITEM 1A. RISK FACTORS





Investing in our common stock involves a high degree of risk. The risks set forth below are not the only risks we face. If any of the following risks occur, our business and financial condition could be materially adversely affected. In such case, the net asset value of our common stock could decline, and you may lose all or part of your investment.





Risks Relating to Our Business and Structure





We are a relatively new company and have limited operating history.





We were formed on May 5, 2010 and commenced operations on August 25, 2011 after meeting our minimum offering requirement of selling, in the aggregate, $2.5 million in common stock to persons not affiliated with us. We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives and that the value of our common stock could decline substantially.











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The current state of the economy and financial markets increases the likelihood of adverse effects on our financial position and results of operations.





Global credit and other financial markets have experienced extreme stress, volatility, illiquidity and disruption over the past several years, leading to recessionary conditions and depressed levels of consumer and commercial spending.  Disruptions in the global credit and other financial markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the markets.  While recent indicators suggest modest improvement in the global credit and other financial markets, these conditions could continue for a prolonged period of time or worsen in the future.  If these conditions continue or worsen, the prolonged period of market illiquidity may have a material adverse effect on our business, financial condition and results of operations.  Unfavorable economic conditions also could further impact our ability to obtain financing, which could limit our ability to grow our business, fully execute our business strategy and could decrease our earnings, if any.  In addition, while we believe that these conditions also afford attractive opportunities to make investments, future financial market uncertainty could lead to further financial market disruptions and could further adversely impact our ability to obtain financing and the value of our investments.





The downgrade of the U.S. credit rating and the economic crisis in Europe could negatively impact our liquidity, financial condition and earnings.





Recent United States ("U.S.") debt ceiling and budget deficit concerns, together with signs of deteriorating sovereign debt conditions in Europe, have increased the possibility of additional credit-rating downgrades and economic slowdowns. Although U.S. lawmakers passed legislation to raise the federal debt ceiling, Standard & Poor’s Ratings Services lowered its long-term sovereign credit rating on the United States from “AAA” to “AA+” in August 2011. The impact of this or any further downgrades to the U.S. government’s sovereign credit rating, or its perceived creditworthiness, and the impact of the current crisis in Europe with respect to the ability of certain European Union countries to continue to service their sovereign debt obligations is inherently unpredictable and could adversely effect the U.S. and global financial markets and economic conditions. There can be no assurance that governmental or other measures to aid economic recovery will be effective. These developments and the government’s credit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access the debt markets on favorable terms. In addition, the decreased credit rating could create broader financial turmoil and uncertainty, which may exert downward pressure on the price of our common stock. Continued adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.





Unfavorable economic conditions or other factors may affect our ability to borrow for investment purposes, and may therefore adversely affect our ability to achieve our investment objective.





Unfavorable economic conditions or other factors could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings, if any.





There is a risk that investors in our equity securities may not receive distributions or that our distributions may not grow over time.





We intend to make distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions.






































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The amount of any distributions we pay is uncertain. Our distributions to our stockholders may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from this offering. Therefore, portions of the distributions that we pay may represent a return of capital to you which will lower your tax basis in your shares and reduce the amount of funds we have for investment in targeted assets. We may not be able to pay you distributions, and our distributions may not grow over time.





We intend to declare distributions quarterly and pay distributions on a monthly basis. We will pay these distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a targeted level of distributions or year-to-year increases in distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this Annual Report. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC can limit our ability to pay distributions. All distributions will be paid at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future. In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from the proceeds of this offering or from borrowings in anticipation of future cash flow, which may constitute a return of your capital and will lower your tax basis in your shares. Distributions from the proceeds of this offering or from borrowings also could reduce the amount of capital we ultimately invest in interests of portfolio companies. We have not established any limit on the extent to which we may use borrowings, if any, or proceeds from our public offering to fund distributions (which may reduce the amount of capital we ultimately invest in assets). There can be no assurance that we will be able to sustain distributions at any particular level or at all.





Price declines in the large corporate leveraged loan market may adversely affect the fair value of over-the-counter debt securities we hold, reducing our net asset value through increased net unrealized depreciation.





Prior to the onset of the financial crisis, CLOs a type of leveraged investment vehicle holding corporate loans, hedge funds and other highly leveraged investment vehicles, comprised the majority of the market for purchasing and holding senior secured and second lien secured loans. As the secondary market pricing of the loans underlying these portfolios deteriorated during the fourth quarter of 2008, it is our understanding that many investors, as a result of their generally high degrees of leverage, were forced to raise cash by selling their interests in performing loans in order to satisfy margin requirements or the equivalent of margin requirements imposed by their lenders. This resulted in a forced deleveraging cycle of price declines, compulsory sales, and further price declines, with widespread redemption requests and other constraints resulting from the credit crisis generating further selling pressure. While prices have appreciated measurably since the end of 2008, conditions in the large corporate leveraged loan market may deteriorate again, which may cause pricing levels to decline. As a result, we may suffer unrealized depreciation and could incur realized losses in connection with the sale of over-the-counter debt securities we hold, which could have a material adverse impact on our business, financial condition and results of operations.





Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose any members of its senior management team, our ability to achieve our investment objective could be significantly harmed.





We are externally managed and depend upon the investment expertise, diligence, skill and network of business contacts of our Adviser. We also depend, to a significant extent, on our Adviser's access to the investment professionals and the information and deal flow generated by such investment professionals in the course of its investment and portfolio management activities. Our Adviser will evaluate, negotiate, structure, close, monitor and service our investments. Our success depends to a significant extent on the continued service and coordination of our Adviser, including its key professionals. The departure of a significant number of our Adviser’s key professionals could have a materially adverse effect on our ability to achieve our investment objective. In addition, we can offer no assurance that our Adviser will remain our investment adviser or that we will continue to have access to our Adviser's investment professionals or their information and deal flow.


























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Because our business model depends to a significant extent upon relationships with investment banks, business brokers, loan syndication and trading desks, and commercial banks, the inability of our Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.





Our Adviser depends on its relationship with investment banks, business brokers, loan syndication and trading desks, and commercial banks, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If our Adviser fails to maintain its existing relationships or develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom our Adviser’s professionals have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.





We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.





We will compete for investments with other BDCs and investment funds (including private equity funds and mezzanine funds), as well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative investment vehicles, such as hedge funds, also make investments in middle market private U.S. companies. As a result of these new entrants, competition for investment opportunities in private U.S. companies may intensify. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in private U.S. companies is underserved by traditional commercial banks and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC.





A significant portion of our investment portfolio will be recorded at fair value as determined in good faith by our board of directors and, as a result, there is and will be uncertainty as to the value of our portfolio investments.





Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value, as determined by our board of directors. However, the majority of our investments will not be publicly traded or actively traded on a secondary market but, instead may be traded on a privately negotiated over-the-counter secondary market for institutional investors. As a result, we will value these securities quarterly at fair value as determined in good faith by our board of directors.





The determination of fair value, and thus the amount of unrealized losses we may incur in any year, is to a degree subjective, and our Adviser has a conflict of interest in making the determination. We expect to value these securities quarterly at fair value as determined in good faith by our board of directors based on input from our Adviser and our audit committee. Our board of directors may utilize the services of an independent third-party valuation firm to aid it in determining the fair value of any securities. The types of factors that may be considered in determining the fair values of our investments include the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow, current market interest rates and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current market conditions. The determinations of fair value by our board of directors may differ materially from the values that would have been used if an active market and market quotations existed for these investments. Our net asset value could be adversely affected if the determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such investments. See "Determination of Net Asset Value."




















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Our board of directors may change our operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.





Our board of directors has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without stockholder approval if it determines that doing so will be in the best interests of stockholders. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, net asset value, operating results and value of our stock. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we have significant flexibility in investing the net proceeds of our public offering and may use the net proceeds from our public offering in ways with which our stockholders may not agree or for purposes other than those contemplated at the time of our public offering.





If we internalize our management functions, your interest in us could be diluted, and we could incur other significant costs and face other significant risks associated with being self-managed.





Our board of directors may decide in the future to internalize our management functions. If we do so, we may elect to negotiate to acquire our Adviser’s assets and personnel. At this time, we cannot anticipate the form or amount of consideration or other terms relating to any such internalization transaction. Such consideration could take many forms, including cash payments, promissory notes and shares of our common stock. The payment of such consideration could result in dilution of your interests as a stockholder and could reduce the earnings per share attributable to your investment.





In addition, while we would no longer bear the costs of the various fees and expenses we expect to pay to our Adviser under the Advisory Agreement, we would incur the compensation and benefits costs of our officers and other employees and consultants that we now expect will be paid by our Adviser or its affiliates. We cannot reasonably estimate the amount of fees we would save or the costs we would incur if we became self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to our Adviser, our earnings per share would be lower as a result of the internalization than they otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders and the value of our shares. As currently organized, we will not have any employees. If we elect to internalize our operations, we would employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances.





If we internalize our management functions, we could have difficulty integrating these functions as a stand-alone entity. In addition, we could have difficulty retaining such personnel employed by us. Currently, individuals employed by our Adviser and its affiliates perform management and general and administrative functions, including accounting and financial reporting, for multiple entities. These personnel have a great deal of know-how and experience. We may fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could result in our incurring excess costs and/or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional costs, and our management’s attention could be diverted from most effectively managing our investments.





Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.





We and our portfolio companies will be subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect.





Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy to avail ourselves of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth in this Annual Report on Form 10-K and may result in our investment focus shifting from the areas of expertise of our Adviser to other types of investments in which our Adviser may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.

















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Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act may adversely affect us.





We are subject to the Sarbanes-Oxley Act of 2002 ("the Sarbanes-Oxley Act") and the related rules and regulations promulgated by the SEC. Under current SEC rules, our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and rules and regulations of the SEC thereunder. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we expect to incur significant additional expenses in the near term, which may negatively impact our financial performance and our ability to pay distributions. This process also will result in a diversion of management’s time and attention. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations and we may not be able to ensure that the process is effective or that our internal control over financial reporting is or will be effective in a timely manner. In the event that we are unable to maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.





We may experience fluctuations in our quarterly results.





We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, variations in the interest rates on the debt securities we acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.





Terrorist attacks, acts of war or natural disasters may affect any market for our common stock, impact the businesses in which we invest and harm our business, operating results and financial condition.





Terrorist acts, acts of war or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. Future terrorist activities, military or security operations, or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and natural disasters are generally uninsurable.





Security breaches and other disruptions could compromise our and our Adviser's information and expose us and our Adviser to liability, which would cause our business and reputation to suffer.





In the ordinary course of our business, we and our Adviser store sensitive data, including our proprietary business information and that of our portfolio companies, and personally identifiable information of our directors, officers and other employees, in our and our Adviser's data centers and networks. The secure processing, maintenance and transmission of this information is important to our and our Adviser's operations and business strategy. Despite our security measures, our and our Adviser's information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our and our Adviser's networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations, and damage our and our adviser's reputations, and cause a loss of confidence in us and our adviser's products and services, which could adversely affect our business.





Risks Related to our Adviser and their Affiliates





Our Adviser is recently formed and has limited operating history.





Our Adviser was formed in June 2010 and has limited operating history and limited experience acting as an investment adviser for a BDC. Our ability to achieve our investment objective depends on our Adviser’s ability to identify, analyze, invest in, finance and monitor companies that meet our investment criteria. Our Adviser’s capabilities in managing the investment process and providing competent services to us will depend on the employment of investment professionals in an adequate number and of adequate sophistication to match the corresponding flow of transactions. To achieve our investment objective, our Adviser may need to hire, train, supervise and manage new investment professionals. Our Adviser may not be able to find investment professionals in a timely manner or at all. Failure to support our investment process could have a material adverse effect on our business, financial condition and results of operations.


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Our Adviser and its affiliates, including our officers and some of our directors, will face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our stockholders.





Our Adviser and its affiliates will receive substantial fees from us in return for their services, and these fees could influence the advice provided to us. Among other matters, the compensation arrangements could affect their judgment with respect to public offerings of equity by us, which allow the dealer manager to earn additional dealer manager fees and our Adviser to earn increased management fees.





We may be obligated to pay our Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.





The Advisory Agreement entitles our Adviser to receive incentive compensation on income regardless of any capital losses. In such case, we may be required to pay our Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.





We expect that any incentive fee payable by us that relates to our net investment income may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. Pursuant to the Advisory Agreement, our Adviser will not be under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income, and such circumstances would result in our paying an incentive fee on income we never received.





For federal income tax purposes, we may be required to recognize taxable income (such as deferred interest that is accrued as original issue discount) in circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our status as a RIC even though we will not have received any corresponding cash amount. Under such circumstances, we may have difficulty meeting the annual distribution requirement necessary to obtain and maintain RIC tax treatment under the Code. This difficulty in making the required distribution may be amplified to the extent that we are required to pay an incentive fee with respect to such accrued income for which we have not received a corresponding cash payment. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax. For additional discussion regarding the tax implications of a RIC, see “Federal Income Tax Risks — We will be subject to corporate-level income tax if we are unable to maintain our qualification as a RIC under Subchapter M of the Code or to satisfy RIC distribution requirements.”





The time and resources that individuals and the executive officers of our Adviser devote to us may be diverted and we may face additional competition due to the fact that neither our Adviser nor their affiliates are prohibited from raising money for or managing another entity that makes the same types of investments that we target.





Affiliates and executive officers of the Adviser currently manage other investment entities, including several public non-listed REITs and a publicly traded REIT, and are not prohibited from raising money for and managing future investment entities that make the same types of investments as those we target. As a result, the time and resources that the executive officers and individuals employed by the Adviser devote to us may be diverted, and during times of intense activity in other programs, they may devote less time and resources to our business than is necessary or appropriate.





Our fee structure may induce our Adviser to make speculative investments or incur debt.





The incentive fee payable by us to our Adviser may create an incentive for it to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to our Adviser is determined may encourage it to use leverage to increase the return on our investments. In addition, the fact that our management fee is payable based upon our gross assets, which would include any borrowings for investment purposes, may encourage our Adviser to use leverage to make additional investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor holders of our common stock. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns.








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There are significant potential conflicts of interest that could impact our investment returns.





We pay management and incentive fees to our Adviser and reimburse our Adviser for certain expenses it incurs. In addition, investors in our common stock will invest on a gross basis and receive distributions on a net basis after expenses, resulting in, among other things, a lower rate of return than one might achieve through direct investments.





The part of the incentive fee payable by us that relates to our pre-incentive fee net investment income is computed and paid on income that may include interest that is accrued but not yet received in cash. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible.





Our Adviser may seek to change the terms of the Advisory Agreement, which could affect the terms of our Adviser’s compensation.





The Advisory Agreement will automatically renew for successive annual periods if approved by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. Moreover, conflicts of interest may arise if our Adviser seeks to change the terms of our the Advisory Agreement, including, for example, the terms for compensation. While any material change to the Advisory Agreement (other than a decrease in advisory fees) must be submitted to stockholders for approval under the 1940 Act, we may from time to time decide it is appropriate to seek stockholder approval to change the terms of the agreement.





In selecting and structuring investments appropriate for us, our Adviser will consider the investment and tax objectives of the Company and our stockholders as a whole, not the investment, tax or other objectives of any stockholder individually.





Our stockholders may have conflicting investment, tax and other objectives with respect to their investments in us. The conflicting interests of individual stockholders may relate to or arise from, among other things, the nature of our investments, the structure or the acquisition of our investments, and the timing of disposition of our investments. As a consequence, conflicts of interest may arise in connection with decisions made by our Adviser, including with respect to the nature or structuring of our investments, that may be more beneficial for one stockholder than for another stockholder, especially with respect to stockholders’ individual tax situations.





Risks Related to Business Development Companies





Our failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.





As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Regulation.” Therefore, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets. Similarly, these rules could prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position, or could require us to dispose of investments at an inopportune time to comply with the 1940 Act. If we were forced to sell non-qualifying investments in our portfolio for compliance purposes, the proceeds from such sales could be significantly less than the current value of such investments.





Failure to maintain our status as a BDC would reduce our operating flexibility.





If we do not remain a BDC, we might be regulated as a registered closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility.


























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Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth.





As a result of the annual distribution requirement to qualify as a RIC, we may need to periodically access the capital markets to raise cash to fund new investments. We may issue “senior securities,” including borrowing money from banks or other financial institutions only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. As a BDC, therefore, we intend to continuously issue equity at a rate more frequent than our privately owned competitors, which may lead to greater stockholder dilution.





We expect to utilize leverage to generate capital to make additional investments. If the value of our assets declines, we may be unable to satisfy the asset coverage test under the 1940 Act, which could prohibit us from paying distributions and could prevent us from qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous.





Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price below net asset value per share, which may be a disadvantage as compared with other public companies. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the current net asset value of the common stock if our board of directors and independent directors determine that such sale is in our best interests and the best interests of our stockholders, and our stockholders in general, as well as those stockholders that are not affiliated with us approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the fair value of such securities.





Our ability to enter into transactions with our affiliates will be restricted.





We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of a majority of the independent members of our board of directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is considered our affiliate for purposes of the 1940 Act and we are generally prohibited from buying or selling any securities (other than selling securities we issue) from or to such affiliate, absent the prior approval of our board of directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our board of directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we are prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. Further, we may be prohibited from buying or selling any security from or to any portfolio company of a private equity fund managed by our Adviser without the prior approval of the SEC. However, we will be permitted to, and may, co-invest in syndicated deals and secondary loan market transactions where price is the only negotiated point.





We are uncertain of our sources for funding our future capital needs; if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected.





The net proceeds from the sale of shares in our public offering will be used for our investment opportunities, operating expenses and for payment of various fees and expenses such as management fees, incentive fees and other fees. Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require debt or equity financing to operate. Accordingly, in the event that we develop a need for additional capital in the future for investments or for any other reason, these sources of funding may not be available to us. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected. As a result, we would be less able to achieve portfolio diversification and our investment objective, which may negatively impact our results of operations and reduce our ability to pay distributions to our stockholders.




















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Risks Related to Our Investments





Our investments in portfolio companies may be risky, and we could lose all or part of our investment.





We invest primarily in senior secured term loans, second lien loans and mezzanine debt and selected equity investments issued by middle market companies.





Senior Secured Loans and Second Lien Loans. When we make senior secured term loans and second lien loans, we will generally take a security interest in the available assets of these portfolio companies, including the equity interests of their subsidiaries. We expect this security interest to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our loans may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Also, in some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Finally, applicable bankruptcy laws may adversely impact the timing and methods used by us to liquidate collateral securing our loans, which could adversely affect the collectability of such loans. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our remedies.





Mezzanine Debt. Our mezzanine debt investments will generally be subordinated to senior loans and will generally be unsecured. This may result in a heightened level of risk and volatility or a loss of principal which could lead to the loss of the entire investment.





These investments may involve additional risks that could adversely affect our investment returns. To the extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such debt could subject us and our stockholders to non-cash income. Since we will not receive any principal repayments prior to the maturity of some of our mezzanine debt investments, such investments will be of greater risk than amortizing loans.





Equity Investments. We expect to make selected equity investments. In addition, when we invest in first and second lien senior loans or mezzanine debt, we may acquire warrants to purchase equity securities. Our goal is ultimately to dispose of these equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.





More generally, investing in private companies involves a number of significant risks, including that they:





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|• | may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;

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|• | have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns;

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|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers and directors and employees of our Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies; and

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|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.













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Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.





We will invest primarily in first and second lien senior secured loans, mezzanine debt, preferred equity and common equity issued by middle market companies. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.





There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.





Even though we intend to generally structure certain of our investments as senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt investment and subordinate all or a portion of our claim to that of other creditors. In situations where a bankruptcy carries a high degree of political significance, our legal rights may be subordinated to other creditors. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower.





Second priority liens on collateral securing our loans may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.





A portion of our loans will be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before we receive anything. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors.





There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the company’s remaining assets, if any.





The rights we may have with respect to the collateral securing the loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely affected.





We generally will not control our portfolio companies.





We generally will not control our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.


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Economic recessions or downturns could impair our portfolio companies and harm our operating results.





Many of the portfolio companies in which we may invest may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing our senior secured or second lien secured loans. A prolonged recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and harm our operating results.





In addition, while we believe that these conditions also afford attractive opportunities to make investments, future financial market uncertainty could lead to further financial market disruptions and could further adversely impact our ability to obtain financing and the value of our investments.





Defaults by our portfolio companies will harm our operating results.





A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.





We may not realize gains from our equity investments.





Certain investments that we may make could include warrants or other equity securities. In addition, we may make direct equity investments, including controlling investments, in companies. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We intend to seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer. We may be unable to exercise these puts rights for the consideration provided in our investment documents if the issuer is in financial distress.





An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies.





We intend to invest in corporate debt of middle market companies, including privately held companies. Investments in private companies pose certain incremental risks as compared to investments in public companies. First, private companies have reduced access to the capital markets, resulting in diminished capital resources and ability to withstand financial distress. Second, the investments themselves tend to be less liquid. As such, we may have difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. Finally, little public information generally exists about private companies. Further, these companies may not have third-party debt ratings or audited financial statements. We must therefore rely on the ability of our Adviser to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies. These companies and their financial information will generally not be subject to the Sarbanes-Oxley Act and other rules that govern public companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. As a result, the relative lack of liquidity and the potential diminished capital resources of our target portfolio companies may affect our investment returns.





























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The lack of liquidity in our investments may adversely affect our business.





We invest in companies whose securities are typically not publicly traded, and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. We expect that our investments will generally be subject to contractual or legal restrictions on resale or are otherwise illiquid because there is usually no established trading market for such investments. The illiquidity of most of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.





We may not have the funds or ability to make additional investments in our portfolio companies.





We may not have the funds or ability to make additional investments in our portfolio companies. After our initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through the exercise of a warrant to purchase common stock. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Any decisions not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful operation or may reduce the expected return on the investment.





We may concentrate our investments in companies in a particular industry or industries.





In the event we concentrate our investments in companies in a particular industry or industries, any adverse conditions that disproportionately impact that industry or industries may have a magnified adverse effect on our operating results.





Risks Relating to Debt Financing





We have entered into a total return swap agreement which exposes us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.





On July 13, 2012, we, through our wholly-owned subsidiary, 405 Sub, entered into a TRS with Citi, which we subsequently amended on October 17, 2012 and December 7, 2012, increasing the maximum possible exposure under the TRS to $150.0 million.





A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the total return swap, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The Agreement effectively adds leverage to our portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. The Agreement enables us, through our ownership of 405 Sub, to obtain the economic benefit of owning the loans subject to the Agreement, without actually owning them, in return for an interest-type payment to Citi.





The Agreement is subject to market risk and liquidity risk.





The obligations under the Agreement are non-recourse to us and our exposure to the Agreement is limited to the amount that we contribute to 405 Sub in connection with the Agreement. Generally, that amount will be the amount that 405 Sub is required to post as cash collateral for each loan (which, in most instances is approximately 25% of the market value of a loan at the time that such loan is purchased). 405 Sub may select a portfolio of loans with a maximum aggregate market value (determined at the time such loans become subject to the Agreement) of $150.0 million. The current price of any loan, from day to day, will be calculated by the calculation agent, Citi, as net cash proceeds that would be received from the sale on such date of determination, less the related costs of assigning that obligation.

















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405 Sub will pay interest to Citi for each loan at a rate equal to one-month LIBOR plus 1.25% per annum. Upon the termination or repayment of any loan selected by 405 Sub under the Agreement, 405 Sub may deduct the appreciation of such loan’s value from any interest owed to Citi or pay the depreciation amount to Citi in addition to remaining interest payments.


In addition to customary events of default and termination events included in the form ISDA 2002 Master Agreement, the Agreement contains the following and other customary termination events: (a) a failure to post initial cash collateral or additional cash collateral as required by the Agreement; (b) a default by 405 Sub or us with respect to indebtedness in an amount equal to or greater than the lesser of $10.0 million and 2% of our net asset value at such time; (c) a merger of 405 Sub or us meeting certain criteria; (d) either us or 405 Sub amending its constituent documents in a manner that has or could reasonably be expected to have a material adverse effect; (e) our ceasing to be the sole owner of 405 Sub; (f) our ceasing to be the investment manager of 405 Sub or having authority to enter into transactions under the total return swap on behalf of 405 Sub, and not being replaced by an entity reasonably acceptable to Citi; (g) BDCA Adviser ceasing to be our investment adviser; (h) 405 Sub failing to comply with its investment strategies or restrictions to the extent such non-compliance has or could reasonably be expected to have a material adverse effect; (i) 405 Sub becoming liable in respect of any obligation for borrowed money, other than arising under the Agreement; (j) we dissolve or liquidate; (k) there occurs, without the prior consent of Citi, any material change to or departure from our policies or the policies of 405 Sub that may not be changed without the vote of our stockholders and that relates to 405 Sub’s performance of its obligations under the Agreement; and (l) we violate certain provisions of the 1940 Act or our election to be regulated as a BDC is revoked or withdrawn.





Citi may terminate any individual loan on or after July 13, 2015. However, if at any time, any particular loan fails to meet certain criteria set forth in the Agreement, and such failure continues for 30 days, Citi will have the right to terminate that loan or the entire agreement with at least 10 days’ notice and 405 Sub would be required to pay certain breakage costs to Citi. 405 Sub may terminate the Agreement prior to July 13, 2015 but would be required to pay certain termination fees.





We have entered into a revolving credit facility with Wells Fargo that contains various covenants which, if not complied with, could accelerate repayment under the credit facility, thereby materially and adversely affecting our liquidity, financial condition, results of operations and our ability to pay distributions to our stockholders.





On July 24, 2012, we, through a newly-formed, wholly-owned, special purpose financing subsidiary, Funding Sub, entered into the Credit Facility with Wells Fargo and U.S. Bank National Association, as collateral agent, account bank and collateral custodian. The Credit Facility provides for borrowings in an aggregate principal amount of up to $50.0 million on a committed basis, with a term of 48 months. As of December 31, 2012, we had aggregate borrowings under the Credit Facility of $33.9 million.


Under the Credit Facility, we may contribute cash or loans to the Funding Sub from time to time and will retain a residual interest in any assets contributed through its ownership of the Funding Sub or will receive fair market value for any loans sold to the Funding Sub. The Funding Sub may purchase additional loans from various sources. The Funding Sub has appointed us as servicer to manage its portfolio of loans. The Funding Sub’s obligations under the Credit Facility are secured by a first priority security interest in substantially all of the assets of the Funding Sub, including its portfolio of loans. The obligations of the Funding Sub under the Credit Facility are non-recourse to us.





The Credit Facility will be priced at LIBOR, with no LIBOR floor, plus a spread ranging between 2.00% and 2.75% per annum, depending on the composition of the portfolio of loans owned by Funding Sub for the relevant period. Interest is payable quarterly in arrears. The Funding Sub will be subject to a non-usage fee to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable in July 2016. The Funding Sub paid a structuring fee and incurred certain other customary costs and expenses in connection with obtaining the Credit Facility.





Borrowings under the Credit Facility are subject to compliance with a borrowing base, pursuant to which the amount of funds advanced to the Funding Sub varies depending upon the types of loans in the Funding Sub’s portfolio. The Credit Facility may be prepaid in whole or in part, subject to customary breakage costs. In the event that the Credit Facility is terminated prior to the first anniversary, an additional amount is payable to Wells Fargo equal to 2.00% of the maximum amount of the facility.





The Credit Facility contains customary default provisions for facilities of this type pursuant to which Wells Fargo may terminate the rights, obligations, power and authority of us, in our capacity as servicer of the portfolio assets under the Credit Facility, including, but not limited to, non-performance of Credit Facility obligations, insolvency, defaults of certain financial covenants and other events with respect to us that may be adverse to Wells Fargo and the secured parties under the Credit Facility.





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In connection with the Credit Facility, the Funding Sub has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities and subject to customary events of default. Upon the occurrence and during the continuation of an event of default, Wells Fargo may declare the outstanding advances and all other obligations under the Credit Facility immediately due and payable. During the continuation of an event of default, the Funding Sub must pay interest at a default rate. Borrowings of the Funding Sub will be considered our borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended, applicable to business development companies.





Because we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.





At December 31, 2012 we had $33.9 million of debt financing.  The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. Because we use leverage to partially finance our investments, through borrowing from banks and other lenders, you will experience increased risks of investing in our common stock. If the value of our assets increases, leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock distribution payments. Leverage is generally considered a speculative investment technique.





Changes in interest rates may affect our cost of capital and net investment income.





Since we use debt to finance investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates when we have debt outstanding, our cost of funds will increase, which could reduce our net investment income. We expect that our long-term fixed-rate investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Also, we have limited experience in entering into hedging transactions, and we will initially have to purchase or develop such expertise.





You should also be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee preferred return and may result in a substantial increase of the amount of incentive fees payable to our Adviser with respect to pre-incentive fee net investment income.



























































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Risks Relating to Our Corporate Structure and Common Stock





On September 12, 2012, we began to offer to repurchase shares pursuant to our share repurchase program on a quarterly basis. As a result of certain limitations in our share repurchase program, you will have limited opportunities to sell your shares and, to the extent you are able to sell your shares under the program, you may not be able to recover the amount of your investment in our shares.





We conducted our first quarterly tender offer pursuant to our share repurchase program on September 12, 2012, and we intend to continue making tender offers to allow you to tender your shares on a quarterly basis. The share repurchase program includes numerous restrictions that limit your ability to sell your shares. We intend to limit the number of shares repurchased pursuant to our proposed share repurchase program as follows: (1) we currently intend to limit the number of shares to be repurchased during any calendar year to the number of shares we can repurchase with the proceeds we receive from the sale of shares of our common stock under our distribution reinvestment plan; at the discretion of our board of directors, we may also use cash on hand, cash available from borrowings and cash from liquidation of securities investments as of the end of the applicable period to repurchase shares; (2) we will not repurchase shares in any calendar year in excess of 10% of the weighted average number of shares outstanding in the prior calendar year, unless we receive approval from the SEC to increase this amount to 20.0% annually; (3) unless you tender all of your shares, you must tender at least 25% of the amount of shares you have purchased in the offering and must maintain a minimum balance of $1,000 subsequent to submitting a portion of your shares for repurchase by us; and (4) to the extent that the number of shares put to us for repurchase exceeds the number of shares that we are able to purchase, we will repurchase shares on a pro rata basis, not on a first-come, first-served basis. Further, we will have no obligation to repurchase shares if the repurchase would violate the restrictions on distributions under federal law or Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. These limits may prevent us from accommodating all repurchase requests made in any year.





Our board of directors may amend, suspend or terminate the repurchase program upon 30 days’ notice. We will notify you of such developments (1) in the quarterly reports mentioned above or (2) by means of a separate mailing to you, accompanied by disclosure in a current or periodic report under the Exchange Act. During our ongoing public offering, we will also include this information in a prospectus supplement or post-effective amendment to the registration statement, as then required under federal securities laws. In addition, although we intend to implement a share repurchase program, we have discretion to not repurchase your shares, to suspend the program, and to cease repurchases. Further, the program has many limitations and should not be relied upon as a method to sell shares promptly and at a desired price.





The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our stockholders.





When we make quarterly repurchase offers pursuant to the share repurchase program, we may offer to repurchase shares at a price that is lower than the price you paid for shares in our offering. As a result, to the extent you have the ability to sell your shares to us as part of our share repurchase program, the price at which you may sell your shares, may be lower than what you paid in connection with your purchase of shares in our offering.





In addition, in the event you choose to participate in our share repurchase program, you will be required to provide us with notice of your intent to participate prior to knowing what the repurchase price per share will be on the repurchase date. Although you will have the ability to withdraw your repurchase request prior to the repurchase date, to the extent you seek to sell your shares to us as part of our periodic share repurchase program, you will be required to do so without knowledge of what the repurchase price of our shares will be on the repurchase date.





Under the terms of our charter, our board of directors is authorized to issue shares of preferred stock with rights and privileges superior to common stockholders without common stockholder approval.





Under the terms of our charter, our board of directors is authorized to issue shares of preferred stock in one or more series without stockholder approval. The board of directors has discretion to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of preferred stock.




















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Every issuance of preferred stock will be required to comply with the requirements of the 1940 Act, including among other things, that (1) immediately after issuance and before any distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock.





Your interest in us will be diluted if we issue additional shares, which could reduce the overall value of your investment.





Potential investors in this offering do not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue shares of common stock. Pursuant to our charter, a majority of our entire board of directors may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series without stockholder approval. After your purchase in this offering, our board of directors may elect to sell additional shares in this or any follow-on public offerings, issue equity interests in private offerings or issue share-based awards to our independent directors or employees of our Adviser. To the extent we issue additional equity interests after your purchase in this offering, your percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you may also experience dilution in the book value and fair value of your shares.





Certain provisions of our charter and bylaws as well as provisions of the Maryland General Corporation Law could deter takeover attempts and have an adverse impact on the value of our common stock.





Our charter and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to acquire us. Under the Maryland General Corporation Law, “control shares” acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiror, by officers or by employees who are directors of the corporation. Our bylaws contain a provision exempting us from the Control Share Acquisition Act under the Maryland General Corporation Law any and all acquisitions by any person of our shares of stock. Our board of directors may amend the bylaws to remove that exemption in whole or in part without stockholder approval. The Control Share Acquisition Act (if we amend our bylaws to be subject to that Act) may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Under the Maryland General Corporation Law, specified “business combinations,” including mergers, consolidations, share exchanges, or, in circumstances specified in the statute, asset transfers or issuances or reclassifications of equity securities, between a Maryland corporation and any person who owns 10% or more of the voting power of the corporation’s outstanding voting stock, and certain other parties (each an “interested stockholder”), or an affiliate of the interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter any of the specified business combinations must be approved by two super majority votes of the stockholders unless, among other conditions, the corporation’s common stockholders receive a minimum price for their shares.





Under the Maryland General Corporation Law, certain statutory provisions permit a corporation that is subject to the Exchange Act and that has at least three independent directors to be subject to certain corporate governance provisions notwithstanding any contrary provision in the corporation’s charter and bylaws. Among other provisions, a board of directors may classify itself without the vote of stockholders. Further, the board of directors, by electing into certain statutory provisions and notwithstanding any contrary provision in the charter or bylaws, may (i) provide that a special meeting of stockholders will be called only at the request of stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting, (ii) reserve for itself the right to fix the number of directors, and (iii) retain for itself the exclusive power to fill vacancies created by the death, removal or resignation of a director. A corporation may be prohibited by its charter or by resolution of its board of directors from electing to be subject to any of the provisions of the statute. We are not prohibited from implementing any or all of the statute.





Additionally, our board of directors may, without stockholder action, authorize the issuance of shares of stock in one or more classes or series, including preferred stock; and our board of directors may, without stockholder action, amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue. These provisions may inhibit a change of control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the value of our common stock.











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We are not obligated to complete a liquidity event by a specified date; therefore, it will be difficult for you to sell your shares.





We intend to explore a potential liquidity event for our stockholders between five to seven years following the completion of our offering stage. We expect that our board of directors, in the exercise of the requisite standard of care applicable to directors under Maryland law, will determine to pursue a liquidity event when it believes that then-current market conditions are favorable for a liquidity event, and that such a transaction is in our best interests. A liquidity event could include (1) the sale of all or substantially all of our assets either on a complete portfolio basis or individually followed by a liquidation, (2) a listing of our shares on a national securities exchange, or (3) a merger or another transaction approved by our board of directors in which our stockholders will receive cash or shares of a publicly traded company. However, there can be no assurance that we will complete a liquidity event within such time or at all. If we do not successfully complete a liquidity event, liquidity for your shares will be limited to our share repurchase program which we have no obligation to maintain.





Federal Income Tax Risks





We may be subject to corporate-level taxes if we fail to qualify as a RIC.





To obtain and maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and asset diversification requirements.





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|• | The annual distribution requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net ordinary income and net short-term capital gain in excess of net long-term capital loss, if any. We may be subject to corporate-level U.S. federal income tax on any of our undistributed income or gain. Additionally, we will be subject to a 4% nondeductible federal excise tax, to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar-year basis. Because we may use debt financing, we are subject to an asset coverage ratio requirement under the 1940 Act and may in the future become subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.




|  |                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | The income source requirement will be satisfied if we obtain at least 90% of our gross income for each year from distributions, interest, gains from the sale of stock or securities or similar sources.




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|• | The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50% of the value of our assets must consist of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other acceptable securities; and no more than 25% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.




If we fail to qualify for or maintain RIC tax treatment for any reason and are subject to corporate income tax on all of our income, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Even if we qualify as a RIC, we will be required to pay corporate-level federal income taxes on any income or capital gains that we do not distribute to stockholders. We may also be subject to certain U.S. federal excise taxes, as well as state, local and foreign taxes.





























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We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.





For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes.





Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to obtain and maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.





You may receive shares of our common stock as distributions which could result in adverse tax consequences to you.





In order to satisfy the annual distribution requirement applicable to RICs, we may have the ability to declare a large portion of a distribution in shares of our common stock instead of in cash, provided that stockholders have the right to elect to receive their distribution in cash. As long as a portion of such distribution is payable in cash (which portion can be as low as 20% based on certain rulings by the IRS) and certain requirements are met, the entire distribution to the extent of our current and accumulated earnings and profits would be a dividend for U.S. federal income tax purposes. If too many stockholders elect to receive their distributions in cash, each stockholder electing to receive his/her distribution in cash would receive a pro rata portion of his/her distribution in cash and the remaining portion of the distribution would be paid in shares of our common stock. As a result, a stockholder would be taxed on the entire distribution in the same manner as a cash distribution, even though a portion of the distribution was paid in shares of our common stock.





You may have current tax liability on distributions you elect to reinvest in our common stock but would not receive cash from such distributions to pay such tax liability.





If you participate in our distribution reinvestment plan, you will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, unless you are a tax-exempt entity, you may have to use funds from other sources to pay your tax liability on the value of our common stock received from the distribution.





If we do not qualify as a “publicly offered regulated investment company,” as defined in the Code, you will be taxed as though you received a distribution of some of our expenses.





A “publicly offered regulated investment company” is a regulated investment company whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. If we are not a publicly offered regulated investment company for any period, a non-corporate shareholder’s pro rata portion of our affected expenses, including our management fees, will be treated as an additional distribution to the shareholder and will be deductible by such shareholder only to the extent permitted under the limitations described below. For non-corporate shareholders, including individuals, trusts, and estates, significant limitations generally apply to the deductibility of certain expenses of a non-publicly offered regulated investment company, including advisory fees. In particular, these expenses, referred to as miscellaneous itemized deductions, are deductible to an individual only to the extent they exceed 2% of such a shareholder’s adjusted gross income, and are not deductible for alternative minimum tax purposes. While we anticipate that we will constitute a publicly offered regulated investment company after our first tax year, there can be no assurance that we will in fact so qualify for any of our taxable years.








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ITEM 1B. UNRESOLVED STAFF COMMENTS





None.





ITEM 2. PROPERTIES





We do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 405 Park Avenue, 15 th Floor, New York, NY 10022. We believe that our current office facilities are adequate for our business as we intend to conduct it.





ITEM 3. LEGAL PROCEEDINGS





Neither we nor our Adviser are currently subject to any material legal proceedings.





ITEM 4. MINE SAFETY DISCLOSURES





Not applicable.


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PART II





ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





There is currently no market for our common stock, and we do not expect that a market for our shares will develop in the future. No stock has been authorized for issuance under any equity compensation plans. Under Maryland law, our stockholders generally will not be personally liable for our debts or obligations.





We are currently selling our shares on a continuous basis at an offering price of $10.90 per share; however, to the extent that our net asset value per share increases, we will sell at a price necessary to ensure that shares are not sold at a price, after deduction of selling commissions and dealer manager fees, that is below net asset value per share. In connection with each semi-monthly closing, our board of directors or a committee thereof reviews the then current public offering price per share against the current estimated net asset value per share to ensure that we are not selling shares of our common stock at a price which, after deducting selling commissions and dealer manager fees, is below our net asset value per share. If the board of directors or a committee thereof determines that the estimated net asset value per share has, subject to certain conditions, fallen below an amount equal to 87.0% of the current public offering price, the public offering price will be revised so that the estimated net asset value per share is equal to at least 87.0%, but no more than 90.0%, of the public offering price, as required by the 1940 Act. Furthermore, the board of directors has affirmed that we shall, in consultation with the board of directors, review our net asset value per share in relationship to our public offering price in connection with each semi-monthly closing to determine that the net asset value per share remains between 87.0% and 88.5% of the public offering price per share.





Set forth below is a chart describing the classes of our securities outstanding as of December 31, 2012:





Title of ClassAmount AuthorizedAmount IssuedCommon Stock, par value $0.001 per share450,000,00014,943,215





As of December 31, 2012, we had issued 15.0 million shares of common stock for gross proceeds of $152.8 million, including shares issued pursuant to the DRIP and shares purchased by the Sponsor. As of December 31, 2012, we had repurchased 0.03 million shares of common stock for payments of $0.3 million. As of December 31, 2012, we had 3,323 record holders of our common stock.





Distributions





We declared our first distribution on June 23, 2011 and have declared and paid cash distributions to our stockholders on a monthly basis since such time. We will calculate each stockholder’s specific distribution amount for the month using record and declaration dates, and the stockholder's distributions will begin to accrue on the date we accept their subscription for shares of our common stock. From time to time, we may also pay interim distributions at the discretion of our board of directors. Each year a statement on Internal Revenue Service Form 1099-DIV (or such successor form) identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gain on the sale of securities, and/or a return of paid-in capital surplus which is a nontaxable distribution) will be mailed to our stockholders. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from this offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes.  No portion of the distributions paid during the year ended December 31, 2012 represented a return of capital for tax purposes.





We have not established any limit on the extent to which we may use borrowings, if any, or proceeds from this offering to fund distributions (which may reduce the amount of capital we ultimately invest in assets). There can be no assurance that we will be able to sustain distributions at any particular level.





From time to time and not less than quarterly, our Adviser will be required to review our accounts to determine whether distributions are appropriate. We shall distribute pro rata to our stockholders funds received by us which our Adviser deems unnecessary for us to retain.

















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To maintain our RIC qualification, we must, among other things, distribute at least 90% of our net ordinary income and net short-term capital gain in excess of net long-term capital loss, if any, to our stockholders. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute, or be deemed to distribute, during each calendar year an amount at least equal to the sum of (1) 98% of our net ordinary income for the calendar year, (2) 98.2% of our capital gain in excess of capital loss for the calendar year and (3) any net ordinary income and net capital gain for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax. We can offer no assurance that we will achieve results that will permit the payment of any distributions and, if we issue senior securities, we will be prohibited from paying distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.





We have adopted an “opt in” to the DRIP for our common stockholders. As a result, if we make a distribution, then stockholders will receive distributions in cash unless they specifically “opt in” to the DRIP so as to have their cash distributions reinvested in additional shares of our common stock.





The following table reflects the cash distributions per share that we have paid on our common stock to date (dollars in thousands except per share amounts):





Record DatePayment DatePer shareDistributions Paid in CashDistributions Paid Through the DRIPTotal Distributions Paid2011:September 30, 2011October 3, 2011$0.07$13$13$26October 31, 2011November 1, 20110.07201434November 30, 2011December 1, 20110.06251742December 31, 2011January 3, 20120.06352156$93$65$1582012:January 31, 2012February 1, 2012$0.06$47$26$73February 29, 2012March 1, 20120.068034114March 31, 2012April 2, 20120.0611848166April 30, 2012May 1, 20120.0615765222May 31, 2012June 1, 20120.0728991380June 30, 2012July 2, 20120.06313113426July 31, 2012August 1, 20120.07361146507August 31, 2012September 4, 20120.07394173567September 30, 2012October 1, 20120.06429203632October 31, 2012November 1, 20120.07505247752November 30, 2012December 3, 20120.07612287899December 17, 2012December 27, 20120.099174621,379December 31, 2012January 2, 20130.076823411,023$4,904$2,236$7,1402013:January 31, 2013February 1, 2013$0.07$787$396$1,183$787$396$1,183





On March 1, 2012, the price for which newly-issued shares under the DRIP will be issued to stockholders was changed from 95% to 90% of the stock price that the shares are sold in the offering as of the date the distribution is made.














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We announced on April 4, 2012 that, pursuant to the authorization of our board of directors, we declared a special common stock distribution equal to $0.05 per share on March 29, 2012, to be paid to stockholders of record at the close of business May 1, 2012, payable on May 2, 2012. Accordingly, stockholders received 0.0049 of a share of our common stock for every share of common stock held as of the close of business on May 1, 2012. This special distribution was paid exclusive of and in addition to the regular cash distributions paid to our stockholders.


On October 15, 2012, our board of directors authorized an increase to our distribution rate to an annual rate of 7.76%, based upon a public offering price of $10.70 per share, equal to a rate of $0.00227397260 per share each day. This increase became effective with the semi-monthly closing that occurred on November 1, 2012.


We announced on December 20, 2012 that, pursuant to the authorization of our board of directors, we declared a special cash distribution equal to $0.0925 per share, to be paid to stockholders of record at the close of business on December 17, 2012, payable on December 27, 2012. This special cash distribution was paid exclusive of, and in addition to, our monthly distribution.


We may fund our cash distributions to stockholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations and capital gains proceeds.  The source of the cash distributions paid during the year ended December 31, 2012 were from net investment income from operations for tax purposes.





SALES OF UNREGISTERED SECURITIES





We sold 22,222 shares of common stock to our Adviser on July 8, 2010, at $9.00 per share, which represents the initial public offering price of $10.00 per share minus selling commissions of $0.70 per share and dealer manager fees of $0.30 per share. The sale of shares to our Adviser was exempt from registration pursuant to section 4 (2) of the Securities Act of 1933, as amended. The proceeds were used to fund organization and offering costs of the Company.





ISSUER PURCHASES OF EQUITY SECURITIES





None.








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ITEM 6. SELECTED FINANCIAL DATA





The following selected financial data for the years ended December 31, 2012 and 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 is derived from our consolidated financial statements which have been audited by Grant Thornton, LLP, our independent registered public accounting firm as stated in their report. The data should be read in conjunction with our consolidated financial statements and related notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report (dollars in thousands except share and per share data): For the Year Ended December 31, 2012For the Year Ended December 31, 2011For the Period from May 5, 2010 (Inception) to December 31, 2010Statement of operations data:Investment income$6,914$308$—Operating expensesTotal expenses4,3779678Less: Expense waivers and reimbursements from Adviser1,877818—Net expenses2,5001498Net investment income (loss)4,414159(8)Net realized and unrealized gain (loss) on investments5,086(22)—Net increase (decrease) in net assets resulting from operations$9,500$137$(8)Per share data:*Net investment income (loss)$0.63$0.74$(0.35)Net increase (decrease) in net assets resulting from operations$1.36$0.64$(0.35)Distributions declared$1.06$0.74$—Balance sheet data:Total assets$186,877$16,250$1,177Credit facility payable$33,907$5,900$—Total net assets$140,685$8,207$192Other data:Total return(1)15.19%7.66%(3.89)%Number of portfolio company investments at period end(2)3934—





*Per share information for the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.








(1) Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. The total return based on net asset value for the years ended December 31, 2012 and December 31, 2011 includes the effect of the expense waiver and reimbursement which equaled 2.35% and 27.64% respectively.  For the period from May 5, 2010 (Inception) to December 31, 2010, there was no expense waiver and reimbursement. Total returns covering less than a full period are not annualized.





(2) Inclusive of TRS Loans.























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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION





The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Business Development Corporation of America and the notes thereto, and other financial information included elsewhere in this Annual Report on Form 10-K. We are externally managed by our adviser, BDCA Adviser, LLC (the "Adviser"). The following information contains forward looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. Please see "Forward-looking Statements" above for a description of these risks and uncertainties.





Overview





We are a specialty finance company incorporated in Maryland in May 2010. We are an externally managed, non-diversified closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are therefore required to comply with certain regulatory requirements. We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually hereafter, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). We are managed by BDCA Adviser, LLC (the "Adviser"), a private investment firm that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio. Our Adviser is controlled by Nicholas S. Schorsch, our chairman and chief executive officer, and William M. Kahane, one of our directors, through their ownership of AR Capital, LLC (formerly known as American Realty Capital II, LLC) (the "Sponsor").





On January 25, 2011, we commenced our initial public offering (the “IPO”) on a “reasonable best efforts basis” of up to 150.0 million shares of common stock, $0.001 par value per share, at an initial offering price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form N-2 (File No. 333-166636) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. We sold 22,222 shares of common stock to our Adviser on July 8, 2010 at $9.00 per share, which represents the initial public offering price of $10.00 per share minus selling commissions of $0.70 per share and dealer manager fees of $0.30 per share. On August 25, 2011, we raised sufficient funds to break escrow on our IPO and commenced operations as of that date. As of December 31, 2012, we had issued 15.0 million shares of common stock for gross proceeds of $152.8 million including the shares purchased by the Sponsor and shares issued under our distribution reinvestment plan ("DRIP"). As of December 31, 2012, we had repurchased 0.03 million shares of common stock for payments of $0.3 million.





On July 13, 2012, we, through a wholly-owned subsidiary, 405 TRS I, LLC (“405 Sub”), entered into a total


return swap agreement (“TRS”) with Citibank, N.A. (“Citi”), which was amended on October 17, 2012 and December 7, 2012, to increase the aggregate market value of the portfolio of loans selected by 405 Sub. 405 Sub is included within our consolidated financial statements. As amended, the TRS provides that 405 Sub may select a portfolio of loans with a maximum aggregate value (determined at the time such loans become subject to the TRS) of $150.0 million. The consolidated financial statements include both our accounts and the accounts of 405 Sub. All significant intercompany transactions have been eliminated in consolidation.





On July 24, 2012, we, through a newly-formed, wholly-owned special purpose financing subsidiary, BDCA


Funding I, LLC (“Funding I”), entered into a revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National


Association, as lender, Wells Fargo Securities, as administrative agent (together, “Wells Fargo”) and U.S. Bank National


Association, as collateral agent, account bank and collateral custodian. The Credit Facility provides for borrowings in an aggregate principal amount of up to $50.0 million on a committed basis, with a term of 48 months. Funding I is included within our consolidated financial statements. The consolidated financial statements include both our accounts and the accounts of Funding I. All significant intercompany transactions have been eliminated in consolidation.





























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We anticipate that during our offering period we will invest largely in first and second lien senior secured loans and mezzanine debt issued by middle market companies. We may also purchase interests in loans through secondary market transactions in the "over-the-counter" market for institutional loans. First and second lien secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in bankruptcy priority and are generally secured by liens on the operating assets of a borrower which may include inventory, receivables, plant, property and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured. We define middle market companies as those with annual revenues between $10 million and $1 billion. We expect that our investments will generally range between approximately $1 million and $25 million, although this investment size will vary proportionately with the size of our capital base. As we increase our capital base during our offering period, we will begin investing in, and ultimately intend to have a substantial portion of our assets invested in, customized direct loans to and equity securities of middle market companies. In most cases, companies to whom we provide customized financing solutions will be privately held at the time we invest in them.





Pursuant to the Investment Advisory and Management Services Agreement we have with the Adviser (the “Investment Advisory Agreement”), we pay the Adviser a fee for its services consisting of two components - a management fee and an incentive fee. The management fee will be calculated at an annual rate of 1.5% of our average gross assets and will be payable quarterly in arrears.





As a BDC, we are required to comply with certain regulatory requirements. For instance, we have to invest at least 70% of our total assets in “qualifying assets,” including securities of U.S. operating companies whose securities are not listed on a national securities exchange, U.S. operating companies with listed securities that have equity market capitalizations of less than $250 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, we are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities (excluding borrowings) to total borrowings, equals at least 200% after such borrowing, with certain limited exceptions.





Investment Advisory and Administration Agreement





The incentive fee consists of two parts. The first part, which we refer to as the subordinated incentive fee on income, will be calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding quarter. The payment of the subordinated incentive fee on income will be subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, of 1.75% (7.00% annualized), subject to a “catch up” feature.





The second part of the incentive fee, referred to as the incentive fee on capital gains, shall be an incentive fee on capital gains earned on liquidated investments from the portfolio and shall be determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). This fee shall equal 20.0% of our incentive fee capital gains, which shall equal our realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.





We have entered into a fund administration servicing agreement and a fund accounting servicing agreement with US Bancorp Fund Services, LLC (the “Administrator”). The Administrator provides services, such as accounting, financial reporting, legal and compliance support and investor relations support, necessary to operate. On August 13, 2012, we entered into a custody agreement with U.S. Bank National Association (“US Bank”). Under the custody agreement, US Bank will hold all of our portfolio securities and cash for certain of our subsidiaries, and will transfer such securities or cash pursuant to our instructions. The custody agreement is terminable by either party, without penalty, on not less than ninety days prior notice to the other party. Realty Capital Securities, LLC (the “Dealer Manager”), an affiliate of the Sponsor, serves as the dealer manager of the IPO. The Adviser and the Dealer Manager are related parties and will receive compensation and fees for services related to the IPO and for the investment and management of our assets. The Adviser will receive fees during the offering, operational and liquidation stages while the Dealer Manager will receive fees during the offering stage. The Adviser will pay to the Administrator a portion of the fees payable to the Adviser for the performance of these support services.


























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Significant Accounting Estimates and Critical Accounting Policies





Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. In preparing the consolidated financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As our expected operating plans occur we will describe additional critical accounting policies in the notes to our consolidated financial statements in addition to those discussed below.





Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates include:





Valuation of Portfolio Investments





Portfolio investments are reported on the balance sheet at fair value. On a quarterly basis we perform an analysis of each investment to determine fair value as follows:





Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. We may also obtain quotes with respect to certain of our investments from pricing services or brokers or dealers in order to value assets. When doing so, we determine whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, we use the quote obtained.





Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.





For an investment in an investment fund that does not have a readily determinable fair value, we measure the fair value of our investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of the Financial Accounting Standards Board ("FASB"), Accounting Standards Codification, ("ASC"), Topic 946, Financial Services-Investment Companies, as of our measurement date. However, in determining the fair value of our investment, we may make adjustments to the net asset value per share in certain circumstances, based on our analysis of any restrictions on redemption of our shares of our investment as of the measurement date. The value of our TRS is primarily based on the increase or decrease in the value of the loans underlying the TRS, as determined by Citi based upon indicative pricing by an independent third-party pricing service.

















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As part of our quarterly valuation process our Adviser may be assisted by an independent valuation firm engaged by our board of directors. The audit committee of our board of directors reviews each preliminary valuation and our Adviser and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee. Our board of directors then discusses the valuations and determines the fair value of each investment, in good faith, based on the input of our Adviser, the independent valuation firm (to the extent applicable) and the audit committee of our board of directors.





Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on our consolidated financial statements.





Income Taxes





We have elected to be treated for federal income tax purposes, and intend to qualify thereafter, as a RIC under Subchapter M of the Code. Generally, a RIC is exempt from federal income taxes if it distributes at least 90% of its ‘‘investment company taxable income,’’ as defined in the Code, each year. Distributions paid up to one year after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to distribute sufficient distributions to maintain our RIC status each year. We are also subject to nondeductible federal excise taxes if we do not distribute at least 98% of net ordinary income each calendar year and 98.2% of capital gain net income for the one year period ending on October 31 of such calendar year, if any, and any recognized and undistributed income from prior years for which we paid no federal income taxes. We will generally endeavor each year to avoid any federal excise taxes.





New Accounting Pronouncements





In December 2011, the FASB, issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.





In May 2011, the FASB issued guidance that expands the existing disclosure requirements for fair value measurements, primarily for Level 3 measurements, which are measurements based on unobservable inputs such as our own data. This guidance is largely consistent with current fair value measurement principles with few exceptions that do not result in a change in general practice. The guidance became effective for the Company beginning January 1, 2012 and, accordingly, the Company has presented the required disclosures (see Note 3). The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations as the guidance relates only to disclosure requirements.





Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation





We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.





Portfolio and Investment Activity





During the year ended December 31, 2012, we made $254.7 million of investments in new portfolio companies and had $135.7 million in aggregate amount of exits and repayments, resulting in net investments of $119.0 million for the period.





























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Our portfolio composition, based on fair value, including the value of the TRS underlying loans, at December 31, 2012 was as follows:


At December 31, 2012Percentage ofTotal PortfolioWeighted Average Current Yield for Total Portfolio(1)Percentage of TRS Underlying LoansWeighted Average Current Yield for TRS Underlying LoansPercentage of Total Portfolio Including TRS Underlying LoansWeighted Average Current Yield for Total Portfolio Including TRS Underlying Loans(1)Senior Secured First Lien Debt61.9%8.4%100.0%8.1%75.1%8.3%Senior Secured Second Lien Debt24.512.0——16.012.0Subordinated Debt2.914.0——1.914.0Collateralized Securities(2)6.325.9——4.125.9Equity/Other4.4N/A—N/A2.9N/ATotal100.0%10.6%100.0%8.1%100.0%9.7%





(1) Excludes the effect of the amortization or accretion of loan premiums or discounts. Including the effect of the amortization            of premiums and accretion of discounts, the weighted average effective yield was 11.25% for the total portfolio at Dec ember 31, 2012 and 10.13% for the total portfolio including the TRS underlying loans at December 31, 2012.





(2) Weighted average current yield for collateralized securities is based on interest income received for the year ended December 31, 2012. For the year ended December 31, 2012, we received $1.0 million of interest income on the collateralized securities.





During the year ended December 31, 2011, we made $14.4 million of investments in new portfolio companies and had


$0.1 million in aggregate amount of exits and repayments, resulting in net investments of $14.3 million for the period.





Our portfolio composition based on fair value at December 31, 2011 was as follows:


At December 31, 2011Percentage ofTotal PortfolioWeighted Average Current Yield for Total Portfolio(1)Senior Secured First Lien Debt64.0%9.4%Senior Secured Second Lien Debt21.010.5Senior Unsecured Debt9.610.5Subordinated Debt1.612.0Equity/Other3.8N/ATotal100.0%9.4%





We did not have a TRS prior to July 13, 2012.









































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The following table shows the portfolio composition by industry grouping, including the TRS underlying loans, based on fair value at December 31, 2012 (dollars in thousands):


At December 31, 2012Investments atFair ValuePercentage ofTotal PortfolioValue of TRS Underlying Loans(1)Percentage of TRS Underlying LoansTotal Investments at Fair Value including the value of TRS Underlying LoansPercentage of Total Portfolio Including the value of TRS Underlying LoansServices: Business$24,55318.0%$13,67919.0%$38,23218.4%Healthcare & Pharmaceuticals19,09014.015,06420.934,15416.4Hotel, Gaming & Leisure17,09312.613,86919.230,96214.9Energy: Oil & Gas17,59212.9——17,5928.5Banking, Finance, Insurance & Real Estate14,42210.6——14,4226.9Beverage, Food & Tobacco4,1623.18,00811.112,1705.8High Tech Industries10,8958.0——10,8955.2Chemicals, Plastics & Rubber3,4002.66,3748.89,7744.7Environmental Industries3,9152.94,8936.88,8084.2Metals & Mining3,8402.84,8006.78,6404.1Capital Equipment4,0052.93,5044.97,5093.6Telecommunications7,3785.4——7,3783.5Media: Advertising, Printing & Publishing1,9601.41,9312.63,8911.9Construction & Building3,8662.8——3,8661.9Total$136,171100.0%$72,122100.0%$208,293100.0%





|    |                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The TRS underlying loans are held by our counterparty to the TRS, Citi.  The values of the TRS underlying loans shown are based primarily on the indicative bid prices provided by an independent third-party pricing service to Citi.


















































































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The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2011 (dollars in thousands):


At December 31, 2011Investments atFair ValuePercentage ofTotal PortfolioAutomobile$1,54210.8%Media: Diversified & Production1,3159.2Capital Equipment1,2268.6Healthcare & Pharmaceuticals1,2178.5Services: Business1,2068.5Beverage, Food & Tobacco9997.0Utilities: Electric8766.1Chemicals, Plastics & Rubber8305.8Telecommunications7625.3Construction & Building6904.9Energy: Oil & Gas6814.8Banking, Finance, Insurance & Real Estate5483.8High Tech Industries4983.5Media: Advertising, Printing & Publishing4803.4Retail4513.2Consumer goods: Non-durable4303.0Hotel, Gaming & Leisure2902.0Aerospace and Defense2301.6Total$14,271100.0%








The following table presents the fair value measurements at December 31, 2012 for Level 3 investments (dollars in thousands):


Portfolio Company (a)Type of AssetFair ValueFair Value Percentage of Total PortfolioALM 2012-6A CLO Subordinated NotesCollateralized Securities$2,0301.4%Carlyle CGMS 2012-1A Subordinated NotesCollateralized Securities1,9501.3%Carlyle CGMS 2012-2A Subordinated NotesCollateralized Securities9530.6%ConvergeOne Holdings Corp.Senior Secured First Lien Debt3,8762.7%Creative Circle, LLCSenior Secured First Lien Debt9,7887.2%Eureka Hunter Holdings, LLCSenior Secured Second Lien Debt5,0003.7%MC Funding 2006 -1 Subordinated NotesCollateralized Securities3,6002.6%PennantPark Credit Opportunities Fund, L.P.Equity/Other5,1373.8%Permian Tank & Manufacturing, Inc.Senior Secured First Lien Debt1,5781.2%PPT Management, LLCSenior Secured First Lien Debt1,9891.5%Precision Dermatology, Inc.Senior Secured First Lien Debt4,9963.7%Precision Dermatology, Inc., WarrantsEquity/Other——%S.B Restaurant Co., Inc.Subordinated Debt3,9392.9%S.B Restaurant Co., Inc. - WarrantsEquity/Other2230.2%Source Refrigeration & HVAC, Inc.Senior Secured First Lien Debt2,9632.2%Teleflex Marine, Inc.Senior Secured Second Lien Debt3,2582.5%Tennenbaum Waterman Fund, L.P.Equity/Other7520.7%Total Level 3 investments$52,03238.2%Total Level 2 investments84,13961.8%Total Investments$136,171100.0%


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The following table presents the percentage of amortized cost by loan market for investments including the TRS underlying loans as of December 31, 2012:


Amortized Cost as of December 31, 2012Investments per Total PortfolioTRS Underlying LoansTotal Portfolio including TRS Underlying LoansMiddle Market (1)79.5%100.0%86.6%Large Corporate (2)9.9—6.5Other (3)10.6—6.9Total100.0%100.0%100.0%





(1) Middle market represents companies whose annual revenues are between $10 million and $1 billion.


(2) Large corporate represents companies whose annual revenues are in excess of $1 billion.


(3) Other represents collateralized securities and equity investments.





The following table presents the percentage of fair value by loan market for investments including the TRS underlying loans as of December 31, 2012:





Fair Value as of December 31, 2012Investments per Total PortfolioTRS Underlying LoansTotal Portfolio including TRS Underlying LoansMiddle Market (1)79.2%100.0%86.4%Large Corporate (2)10.0—6.6Other (3)10.8—7.0Total100.0%100.0%100.0%





(1) Middle market represents companies whose annual revenues are between $10 million and $1 billion.


(2) Large corporate represents companies whose annual revenues are in excess of $1 billion.


(3) Other represents collateralized securities and equity investments.













































































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Portfolio Asset Quality





Our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser grades the credit risk of all debt investments on a scale of 1 to 5 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors.


Loan RatingSummary Description1Debt investment exceeding fundamental performance expectations and/or capital gain expected.  Trends and risk factors since the time of investment are favorable.2Performing consistent with expectations and a full return of principal and interest expected.  Trends and risk factors are neutral to favorable.   All investments are initially rated a “2”.3Performing debt investment requiring closer monitoring.  Trends and risk factors show some deterioration.4Underperforming debt investment. Some loss of interest or dividend expected, but still expecting a positive return on investment.  Trends and risk factors are negative.5Underperforming debt investment with expected loss of interest and some principal.





The weighted average risk ratings of our investments based on amortized cost were 2.03 and 2.00 as of December 31, 2012 and December 31, 2011, respectively.





RESULTS OF OPERATIONS





Operating results for the years ended December 31, 2012, and 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 was as follows (dollars in thousands):


For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Total investment income$6,914$308$—Total expenses, net2,5001498Net investment income (loss)4,414159(8)Net realized gain from investments1,4711—Net realized gain from total return swap1,958——Net unrealized appreciation (depreciation) on investments1,269(23)—Net unrealized appreciation on total return swap388——Net increase (decrease) in net assets resulting from operations$9,500$137$(8)





Investment Income





For the year ended December 31, 2012, total investment income was $6.9 million, and was attributable to $254.7 million of new investments in portfolio companies. For the year ended December 31, 2011, total investment income was $0.3 million, and was attributable to $14.4 million of new investments in portfolio companies. We held no investments during 2010.

















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Operating Expenses





The composition of our operating expenses for the years ended December 31, 2012, and 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 was as follows (dollars in thousands):





For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Contract termination fee$—$320$—Interest and credit facility financing expenses683119—Professional fees61497—Directors fees75100—Insurance205189—Organizational expenses——8Management fees1,32049—Incentive fees1,37067—Other administrative11026—Operating expenses before expense waivers and reimbursements from Adviser4,3779678Waiver of management and incentive fees(1,611)(116)—Expense support reimbursements from Adviser(266)(702)—Total operating expenses net of expense waivers and reimbursements from Adviser$2,500$149$8





Interest and credit facility expenses for the year ended December 31, 2012 were comprised of amortization of deferred financing costs related to our line of credit facility with Main Street Capital Corporation ("Main Street") and the Credit Facility with Wells Fargo, including interest on the balance drawn on the Credit Facility. For the year ended December 31, 2012, we incurred $1.3 million of management fees, of which the Adviser waived $0.6 million. For the year ended December 31, 2012, we incurred $1.4 million of incentive fees, of which the Advisor waived $1.0 million.





Contract termination fees for the year ended December 31, 2011 were costs incurred to terminate the sub-advisory agreement with Main Street. This amount was assumed by the Adviser pursuant to the Expense Support Agreement described in Note 4 to the consolidated financial statements – Related Party Transactions and Arrangements – included in this report. Interest and credit facility expenses for the the year ended December 31, 2011 were comprised of amortization of deferred financing costs related to our line of credit facility with Main Street and interest on the balance drawn on our Credit Facility from August 25, 2011 to December 31, 2011. For the year ended December 31, 2011, management fees of $0.05 million and incentive fees of $0.07 million were incurred but waived by the Adviser.





We have entered into the Expense Support Agreement with our Adviser, whereby the Adviser may pay up to 100% of all of our operating expenses (“Expense Support Payment”) for any period beginning on the effective date of the Registration Statement, until we and the Adviser mutually agree otherwise. The Expense Support Payment for any month shall be paid to us by the Adviser in any combination of cash or other immediately available funds, and/or offsets against amounts due from us to the Adviser.





Net Realized Gain from Investments





For the year ended December 31, 2012, we sold $135.7 million of assets, resulting in $1.5 million of realized gains from investments. For the year ended December 31, 2011, we had $0.1 million of sales, resulting in $1.0 thousand of realized gains from investments. We held no investments during 2010.





Net Realized Gain from Total Return Swap





For the year ended December 31, 2012, we had $2.0 million of realized gains from the TRS. Please see Note 6 – Total Return Swap – for more information about the realized gains generated by loans held under the TRS. For the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010, we had not entered into the TRS.


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Net Change in Unrealized Depreciation on Investments





For the year ended December 31, 2012, our investments had $1.3 million of unrealized appreciation.  For the year ended December 31, 2011, our investments had $0.02 million of unrealized depreciation. We held no investments during 2010.





Net Change in Unrealized Appreciation on Total Return Swap





For the year ended December 31, 2012, our investments in the TRS had $0.4 million of unrealized appreciation. For the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010, we had not entered into the TRS.





Changes in Net Assets from Operations





For the year ended December 31, 2012, we recorded a net increase in net assets resulting from operations of $9.5 million versus a net increase in net assets resulting from operations of $0.1 million for the year ended December 31, 2011. The difference is attributable to an increase in net investment income partially offset by an increase in interest expense for the period ended December 31, 2012, as compared to the prior year after the effect of management and incentive fees and expenses which were waived or assumed by the Adviser. Based on the weighted average shares of common stock outstanding for the periods ended December 31, 2012 and 2011, respectively, our per share net increase in net assets resulting from operations was $1.36 for the year ended December 31, 2012, versus $0.64 for the year ended December 31, 2011.





For the year ended December 31, 2011, we recorded a net increase in net assets resulting from operations of


$0.1 million versus a net decrease in net assets resulting from operations of $0.01 million for the period from May 5, 2010 (Inception) to December 31, 2010. The difference is attributable to an increase in net investment income partially offset by an increase in interest expense for the period ended December 31, 2011, as compared to the same period in the prior year after the effect of management and incentive fees and expenses which were waived or assumed by the Adviser. Based on the weighted average shares of common stock outstanding for the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010, respectively, our per share net increase in net assets resulting from operations was $0.64 for the year ended December 31, 2011, versus a per share net decrease in net assets resulting from operations of $0.35 for the period from May 5, 2010 (Inception) to December 31, 2010.





Cash Flows for the Year Ended December 31, 2012





For the year ended December 31, 2012, net cash used in operating activities was $137.2 million. The level of cash flows used in or provided by operating activities is affected by the timing of purchases, redemptions and sales of portfolio


investments, among other factors. The increase in cash flows used in operating activities for the year ended December 31, 2012 was primarily due to a net increase in net assets from operations of $9.5 million, $254.7 million for purchases of investments, $11.9 million from an increase in unsettled trades receivable partially offset by cash provided by operating activities of $135.7 million for repayments of investments and $7.9 million from an increase in unsettled trades payable.





Net cash provided by financing activities of $150.6 million during the year ended December 31, 2012 primarily related to net proceeds from the issuance of common stock of $128.5 million and proceeds from the Credit Facility of $40.6 million. These inflows were partially offset by principal repayments on debt of $12.6 million and payments of stockholder distributions of $4.3 million.





Cash Flows for the Year Ended December 31, 2011





For the year ended ended December 31, 2011, net cash used in operating activities was $12.0 million. The level of cash flows used in or provided by operating activities was affected by the timing of purchases, redemptions and sales of portfolio investments, among other factors. Cash flows provided by operating activities for the year ended December 31, 2011 were mainly comprised of net income adjusted for a non-cash item of $0.05 million (amortization of deferred credit facility financing costs) increases in accounts payable of $0.3 million, unsettled trades payable of $1.9 million and principal payments received on investments of $0.1 million, offset by cash used in operating activities of $14.4 million for purchases of investments, $0.1 million from increases in interest receivable and $0.04 million from increases in prepaid expenses and other assets.











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Net cash provided by financing activities of $12.9 million during the year ended December 31, 2011 related to net proceeds from the issuance of common stock of $8.0 million, and proceeds from the Main Street line of credit of $5.9 million and net proceeds from affiliates of $0.6 million. These inflows were partially offset by payments of deferred offering costs of $1.5 million and payments of stockholder distributions of $0.1 million.





Cash Flows for the Period from May 5, 2010 (Inception) to December 31, 2010





Cash flows used in operating activities were comprised of net loss of $0.01 million, partially offset by an increase of $0.01 million in accounts payable and accrued expenses. Net cash provided by financing activities consisted of proceeds from the issuance of common stock of $0.2 million, partially offset by payments related to offering costs of $0.2 million.





Liquidity and Capital Resources





We generate cash from the net proceeds of our ongoing continuous public offering and from cash flows from fees, interest and dividends earned from our investments, as well as proceeds from sales of our investments. The Registration Statement offering for sale up to $1.5 billion of shares of our common stock (150.0 million shares at an initial offering price of $10.00 per share) (the "Offering"), was declared effective on January 27, 2011. As of December 31, 2012, we had issued 15.0 million shares of our common stock for gross proceeds of $152.8 million including shares issued to the Sponsor and shares issued under the DRIP.





Our principal demands for funds in both the short-term and long-term are for portfolio investments, either directly or through investment interests, for the payment of operating expenses, distributions to our investors, repurchases under our share repurchase program, and for the payment of principal and interest on our outstanding indebtedness. Generally, capital needs for investment activities will be met through net proceeds received from the sale of common stock through our public offering. We may also from time to time enter into other agreements with third parties whereby third parties will contribute to specific investment opportunities. Items other than investment acquisitions are expected to be met from a combination of the proceeds from the sale of common stock, cash flows from operations, and, during our IPO, reimbursements from the Adviser.





We have entered into the Expense Support Agreement with our Adviser, whereby the Adviser may pay the Expense Support Payment for any period beginning on the effective date of the Registration Statement, until we and the Adviser mutually agree otherwise. The Expense Support Payment for any month shall be paid to us by the Adviser in any combination of cash or other immediately available funds, and/or offsets against amounts due from us to the Adviser. Operating expenses subject to this agreement include expenses as defined by U.S. GAAP, including, without limitation, advisory fees payable and interest on indebtedness for such period, if any.  Pursuant to the terms of the Expense Support Agreement, we have agreed to reimburse the Adviser for each Expense Support Payment within three years from the end of the fiscal year in which such Expense Support Payment is made by the Adviser. Reimbursement shall be made as promptly as possible, but only to the extent they do not cause our operating expenses, excluding organization and offering expenses, management fees and incentive fees payable to the Adviser, financing fees and interest, brokerage commissions and extraordinary expenses to exceed 1.5% of net assets attributable to shares of common stock after taking such payment into account.  As of December 31, 2012, the Adviser had made payments to the Company for $1.3 million of expenses pursuant to the Expense Support Agreement. See Note 4 - Related Party Transactions and Arrangements - Expense Support Agreement - in our consolidated financial statements included in this report for additional information on this arrangement and Expense Payments made by our Adviser pursuant to the terms of this agreement.





Other potential future sources of capital include proceeds from secured or unsecured financings from banks or other lenders, proceeds from private offerings, proceeds from the sale of investments and undistributed funds from operations. However, our ability to incur additional debt will be dependent on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to raise proceeds in our public offering will be dependent on a number of factors as well, including general market conditions for BDCs and market perceptions about us.





In January 2011, we entered into an agreement to obtain a revolving line of credit in the amount of $10.0 million with


Main Street. The line of credit bore a variable interest rate based on LIBOR plus 3.50%. On July 24, 2012, we used working capital and certain proceeds from the total return swap of our subsidiary, 405 Sub, to repay all of the obligations under our credit facility with Main Street. We were not required to pay any prepayment penalty in connection with such repayment.

















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Total Return Swap





On July 13, 2012, we, through a wholly-owned subsidiary, 405 Sub, entered into a TRS with Citi, which was amended on October 17, 2012 and December 7, 2012, to increase the aggregate market value of the portfolio of loans selected by 405 Sub.





A total return swap is a contract in which one party agrees to make periodic payments to another party based on the


change in the market value of the assets underlying the total return swap, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The TRS effectively adds leverage to our portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. The TRS enables us, through our ownership of 405 Sub, to obtain the economic benefit of owning the loans subject to the TRS, without actually owning them, in return for an interest type payment to Citi.





The obligations of 405 Sub under the TRS are non-recourse to us and our exposure to the TRS is limited to the amount


that we contribute to 405 Sub in connection with the TRS. Generally, that amount will be the amount that 405 Sub is required to post as cash collateral for each loan (which in most instances is approximately 25% of the market value of a loan at the time that such loan is purchased). As amended, the TRS provides that 405 Sub may select a portfolio of loans with a maximum aggregate market value (determined at the time such loans become subject to the TRS) of $150.0 million.





405 Sub will pay interest to Citi for each loan at a rate equal to one-month LIBOR plus 1.25% per annum. Upon the


termination or repayment of any loan selected by 405 Sub under the Agreement, 405 Sub may deduct the appreciation of such


loan's value from any interest owed to Citi or pay the depreciation amount to Citi in addition to remaining interest payments.





Citi may terminate any individual loan on or after July 13, 2015. However, if at any time, any particular loan fails to meet certain criteria set forth in the TRS, and such failure continues for 30 days, Citi will have the right to terminate that loan or the entire agreement with at least 10 days' notice and 405 Sub would be required to pay certain breakage costs to Citi. 405 Sub may terminate the TRS prior to July 13, 2015 but would be required to pay certain termination fees.





See Note 6 – Total Return Swap – in our consolidated financial statements included in this report for additional disclosure on the TRS with Citi.





Wells Fargo Credit Facility





On July 24, 2012, we, through a newly-formed, wholly-owned special purpose financing subsidiary, Funding I, entered into the Credit Facility with Wells Fargo and U.S. Bank National Association, as collateral agent, account bank and collateral custodian. The Credit Facility provides for borrowings in an aggregate principal amount of up to $50.0 million on a committed basis, with a term of 48 months.





We may contribute cash or loans to Funding I from time to time to retain a residual interest in any assets contributed


through its ownership of Funding I or will receive fair market value for any loans sold to Funding I. Funding I may purchase


additional loans from various sources. Funding I has appointed us as servicer to manage its portfolio of loans. Funding I's obligations under the Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of loans. The obligations of Funding I under the Credit Facility are non-recourse to us.





The Credit Facility will be priced at one month maturity LIBOR, with no LIBOR floor, plus a spread ranging between


2.00% and 2.75% per annum, depending on the composition of the portfolio of loans owned by Funding I for the relevant period. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. The non-usage fee per annum for the first six months is 0.50%; thereafter, the non-usage fee per annum is 0.50% and 2.0%, if the unused balance of the Credit Facility is less than or exceeds 20% of the available facility, respectively. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable in July 2016.





Borrowings under the Credit Facility are subject to compliance with a borrowing base, pursuant to which the amount of funds advanced to Funding I varies depending upon the types of loans in Funding I's portfolio. As of December 31, 2012, we were in compliance with regards to the Credit Facility covenants. The Credit Facility may be prepaid in whole or in part, subject to customary breakage costs. In the event that the Credit Facility is terminated prior to the first anniversary, an additional amount is payable to Wells Fargo equal to 2.00% of the maximum amount of the Credit Facility.





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The Credit Facility contains customary default provisions for facilities of this type pursuant to which Wells Fargo may


terminate our rights, obligations, power and authority, in our capacity as servicer of the portfolio assets under the Credit Facility, including, but not limited to, non-performance of Credit Facility obligations, insolvency, defaults of certain financial covenants and other events with respect to us that may be adverse to Wells Fargo and the secured parties under the Credit Facility.





In connection with the Credit Facility, Funding I has made certain representations and warranties, is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities and is subject to certain customary events of default. Upon the occurrence and during the continuation of an event of default, Wells Fargo may declare the outstanding advances and all other obligations under the Credit Facility immediately due and payable. During the continuation of an event of default, Funding I must pay interest at a default rate.





Borrowings of Funding I will be considered our borrowings for purposes of complying with the asset coverage


requirements under the 1940 Act, applicable to BDCs.





Our cash is deposited in either commercial bank accounts or custody accounts and may be deposited in short-term, highly liquid investments that we believe provide appropriate safety of principal.





See Note 5 – Borrowings – in our consolidated financial statements included in this report for additional disclosure on the Credit Facility with Wells Fargo.





Distributions





We have declared and paid cash distributions to our stockholders on a monthly basis since we commenced operations.


As of December 31, 2012, the annualized yield for distributions declared was 7.76% based on our then current public offering


price of $10.70 per share. From time to time, we may also pay interim distributions at the discretion of our board of directors. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from our IPO. As a result, a portion of the distributions we make may represent a return of capital for tax purposes. For the year ended December 31, 2012, we declared $7.1 million in cash distributions and paid distributions of $6.1 million, which consists of $4.2 million in cash and $1.9 million issued pursuant to the DRIP. As of December 31, 2012, we had $1.0 million of distributions accrued and unpaid. For the year ended December 31, 2011, we declared and paid $0.2 million in distributions, which consists of $0.1 million in cash and $0.1 million issued pursuant to the DRIP.





On March 1, 2012, the price for newly-issued shares under the DRIP issued to stockholders was changed from 95% to


90% of the offering price that the shares are sold as of the date the distribution is made.





On March 29, 2012, we declared a special common stock distribution equal to $0.05 per share. The distribution was paid to stockholders of record on May 1, 2012.





On December 20, 2012, we announced that, pursuant to the authorization of our board of directors, we declared a special cash distribution equal to $0.0925 per share, to be paid to stockholders of record at the close of business on December 17, 2012, payable on December 27, 2012. This special cash distribution was paid exclusive of, and in addition to, our monthly distribution.





We have not established any limit on the extent to which we may use borrowings, if any, or proceeds from our IPO to fund distributions (which may reduce the amount of capital we ultimately invest in assets). There can be no assurance that we will be able to sustain distributions at any particular level.



































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We consider our entire managed investment portfolio to include the investments in our portfolio included in our Consolidated Schedule of Investments as well as assets held in our TRS portfolio, which are considered off-balance sheet. Our Adviser selects and underwrites all of these investments and we measure their performance based on this managed portfolio. Our net investment income also does not include the interest income and expense related to the TRS portfolio. In accordance with GAAP, interest income and expense related to the TRS are accounted for as a component of “Net realized gain from total return swap.” The following table sets forth the computation of adjusted net investment income (loss) for the managed investment portfolio by adding the interest income and subtracting the interest expense related to the TRS from net investment income for the years ended December 31, 2012, 2011 and for the period from May 5, 2010 (inception) to December 31, 2010 (dollars in thousands):


For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Net investment income (loss)$4,414$159$(8)Interest and other income from TRS portfolio1,696——BDCA TRS interest expense(293)——Adjusted net investment income (loss)$5,817$159$(8)





The following table sets forth the distributions made during the years ended December 31, 2012, 2011 and for the period from May 5, 2010 (inception) to December 31, 2010 (dollars in thousands):


For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Monthly distributions$5,762$158$—Special dividends1,379——Stock dividends264——Total distributions$7,405$158$—





Election as a RIC





We have elected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended


December, 31 2011, and to qualify as a RIC thereafter. As a RIC, we generally will not have to pay corporate-level U.S. federal


income taxes on any income that we distribute to our stockholders from our tax earnings and profits. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net longterm capital loss, or the annual distribution requirement. Even if we qualify as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to U.S federal excise, state, local and foreign taxes. We will be subject to a 4% nondeductible U.S. Federal excise tax on certain undistributed income of RICs unless we distribute in a timely manner an amount at least equal to 98% of net ordinary income each calendar year and 98.2% of capital gain net income for the one year period ending on October 31 of such calendar year, if any, and any recognized and undistributed income from prior years for which we paid no federal income taxes. We will generally endeavor each year to avoid any federal excise taxes.





Inflation





The impact of inflation on our portfolio depends on the type of securities we hold. When inflation occurs, the value of our equity securities may fall in the short term.  However in the long term, a company’s revenue and earnings and, therefore, the value of the equity investment, should at least increase at the same pace as inflation. The effect of inflation on debt securities is more immediate and direct as inflation may decrease the value of fixed rate debt securities. However, not all debt securities are effected equally, the longer the term of the debt security, the more volatile the value of the investment. The process through which we will value the investments in our portfolio on a quarterly basis, market quotations and our multi-step valuation process as described in our significant accounting policies, will take the effect of inflation into account.


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Related-Party Transactions and Agreements





We have entered into agreements with affiliates of our Adviser, whereby we pay certain fees or reimbursements to our Adviser or its affiliates in connection with asset and service fees, reimbursement of operating costs and offering related costs. See Note 4 - Related Party Transactions and Arrangements - in our consolidated financial statements included in this report for a discussion of the various related-party transactions, agreements and fees.





Contractual Obligations





The following table shows our payment obligations for repayment of debt and other contractual obligations at December 31, 2012 (dollars in thousands):





Payment Due by PeriodTotalLess than 1 year1 - 3 years3- 5 yearsMore than 5 yearsRevolving credit facility$33,907$—$33,907$—$—Total contractual obligations$33,907$—$33,907$—$—





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources other than the TRS as discussed in Note 6 – Total Return Swap – in our financial statements included in this


report.





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ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements, subject to the requirements of the 1940 Act, in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. During the periods covered by this report, we did not engage in interest rate hedging activities.We would not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.





As of December 31, 2012, our debt included variable-rate debt, bearing a variable interest rate at the London Interbank Offered Rate plus 2.41% at December 31, 2012 with a carrying value of $33.9 million. The following table quantifies the potential changes in interest income net of interest expense should interest rates increase by 100 or 200 basis points or decrease by 25 basis points assuming that our current balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity.





Change in Interest RatesEstimated Percentage Change in Interest Income net of Interest Expense(-) 25 Basis Points0.55%Base Interest Rate—%(+) 100 Basis Points(2.01)%(+) 200 Basis Points0.52%





Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.





ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Our consolidated financial statements are annexed to this Annual Report beginning on page F-1.





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None.





ITEM 9A.  CONTROLS AND PROCEDURES





Disclosure Controls and Procedures





In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Annual Report on Form 10-K.





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Management's Annual Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in U.S. Securities and Exchange Commission Rules 13a-15(f) and 15d-15(f), internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles.





Our internal control over financial reporting includes those policies and procedures that:


1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and our dispositions of assets;


2. Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and


3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.





Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management's report on internal control over financial reporting is set forth below under the heading “Management's Report on Internal Control over Financial Reporting” in the consolidated financial statements to this annual report on Form 10-K.





Change in Internal Control Over Financial Reporting





No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





ITEM 9B. OTHER INFORMATION





None.


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PART III





We will file a definitive Proxy Statement for our 2013 Annual Meeting of Stockholders with the Securities and Exchange Commission (the "SEC"), pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.





ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2013 Annual Meeting of Stockholders to be filed with the SEC within 120 days following the end of our fiscal year.





We have adopted a Code of Business Conduct and Ethics and Statement on the Prohibition of Insider Trading that applies to directors, officers and employees. The code of business conduct and ethics is available on our website at


http// www.BDCofAmerica.com . We will report any amendments to or waivers of a required provision of the Code of Business Conduct and Ethics on our website or in a Form 8-K.





ITEM 11. EXECUTIVE COMPENSATION





The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2013 Annual Meeting of Stockholders to be filed with the SEC within 120 days following the end of our fiscal year.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2013 Annual Meeting of Stockholders to be filed with the SEC within 120 days following the end of our fiscal year.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2013 Annual Meeting of Stockholders to be filed with the SEC within 120 days following the end of our fiscal year.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2013 Annual Meeting of Stockholders to be filed with the SEC within 120 days following the end of our fiscal year.


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PART IV





ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES





The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2012 (and are numbered in accordance with Item 601 of Regulation S-K).





a. Consolidated Financial Statements


See the Index to the Consolidated Financial Statements at page F-1 of this report.





b. Exhibits


Exhibit No.Description1.1Dealer Manager Agreement with Realty Capital Securities, LLC, dated January 25, 2011 (filed herewith).1.2Form of Soliciting Dealer Agreement (previously filed as Exhibit (h)(2) to the Company's Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2/A filed on January 14, 2011 and herein incorporated by reference).3.1Articles of Amendment and Restatement of the Registrant (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 8, 2011 and herein incorporated by reference).3.2Bylaws (previously filed as Exhibit (b) to the Company’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2/A filed on November 24, 2010 and herein incorporated by reference).10.1Amended and Restated Investment Advisory and Management Services Agreement by and between the Company and Adviser (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 23, 2011 and herein incorporated by reference).10.2Loan and Security Agreement by and between the Company and Main Street Capital Corporation (previously filed as Exhibit (k)(2) to the Company's Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2/A filed on January 14, 2011 and herein incorporated by reference).10.3Revolving Promissory Note (previously filed as Exhibit (k)(3) to the Company's Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2/A filed on January 14, 2011 and herein incorporated by reference).10.4Amended and Restated Subscription Escrow Agreement with Wells Fargo Bank (previously filed as Exhibit (k)(1) to the Company's Post Effective Amendment No. 3 to its Registration Statement on Form N-2/A filed on November 4, 2011 and herein incorporated by reference).10.5Fund Administration Servicing Agreement by and between the Company and US Bancorp Fund Services, LLC (previously filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 31, 2011 and herein incorporated by reference).10.6Fund Accounting Servicing Agreement by and between the Company and US Bancorp Fund Services, LLC (previously filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 31, 2011 and herein incorporated by reference)10.7Distribution Reinvesment Plan (previously filed as Exhibit E to the Company's Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2/A filed on November 24, 2010 and herein incorporated by reference).10.8Assignment and Assumption Agreement (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 31, 2011 and herein incorporated by reference).10.9Custody Agreement dated August 13, 2012 by and between the Company and U.S. Bank National Association (previously filed as Exhibit 10.11 to the Company's Current Report on Form 8-K filed on August 17, 2012 and herein incorporated by reference).10.10Expense Support Agreement dated November 9, 2011 by and between the Company and Adviser (previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 filed on November 14, 2011 and herein incorporated by reference).


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10.11ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule,by and between 405 TRS I, LLC and Citibank, N.A, each dated as of July 13, 2012 (previously filed as Exhibit10.13 to the Company's Current Report on Form 8-K filed on August 7, 2012 and herein incorporated byreference).10.12Confirmation Letter Agreement by and between 405 TRS I, LLC and Citibank, N.A., amended and restated asof October 16, 2012 (previously filed as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed on November 8, 2012 and herein incorporated by reference).10.13Loan and Servicing Agreement, together with Exhibits thereto, among BDCA Funding I, LLC, the Company, Wells Fargo Securities, LLC, Wells Fargo Bank, National Association, Lenders and Lenders Agents from time to time party hereto and U.S. Bank National Association, each dated as of July 24, 2012 (previously filed as Exhibit 10.15 to the Company's Current Report on Form 8-K filed on August 7, 2012 and herein incorporated by reference).10.14Purchase and Sale Agreement by and between the Company and BDCA Funding I, LLC, dated as of July 24, 2012 (previously filed as Exhibit 10.16 to the Company's Current Report on Form 8-K filed on August 7, 2012 and herein incorporated by reference).10.15Collection Account Agreement by and among U.S. Bank National Association, Wells Fargo Securities, LLC,BDCA Funding I, LLC and the Company, dated as of July 24, 2012 (previously filed as Exhibit 10.17 to the Company's Current Report on Form 8-K filed on August 7, 2012 and herein incorporated by reference).14Code of Ethics (previously filed as Exhibit 14.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 31, 2011 and herein incorporated by reference).21Subsidiaries of the Registrant (filed herewith).31.1Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).31.2Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).32Written statement of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


64


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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 21 st day of March 2013.


BUSINESS DEVELOPMENT CORPORATION OF AMERICABy:/s/ Nicholas S. SchorschName: Nicholas S. SchorschTitle: Chief Executive Officer and Chairman of the Board of Directors


* * * * *


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


SignatureTitleDate/s/ Nicholas S. SchorschNicholas S. SchorschChairman and Chief Executive Officer(Principal Executive Officer)March 21, 2013/s/ Nicholas RadescaNicholas RadescaChief Financial Officer and Treasurer(Principal Financial and Accounting Officer)March 21, 2013/s/ Peter M. BudkoPeter M. BudkoPresidentMarch 21, 2013/s/ William M. KahaneWilliam M. KahaneDirectorMarch 21, 2013/s/ Edward G. RendellEdward G. RendellIndependent DirectorMarch 21, 2013/s/ Leslie D. MichelsonLeslie D. MichelsonIndependent DirectorMarch 21, 2013/s/ William G. StanleyWilliam G. StanleyIndependent DirectorMarch 21, 2013








65


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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





PageManagement's Report on Internal Control over Financial ReportingF- 2Report of Independent Registered Public Accounting FirmF- 2Audited Consolidated Financial Statements:Consolidated Statements of Assets and Liabilities as of December 31, 2012 and December 31, 2011F- 4Consolidated Statements of Operations for the Year Ended December 31, 2012,2011 and for the Period from May 5, 2010 (Inception) to December 31, 2010F- 5Consolidated Statements of Changes in Net Assets for the Year Ended December 31, 2012, 2011 and for the Period from May 5, 2010 (Inception) to December 31, 2010F- 7Consolidated Statements of Cash Flows for the Year Ended December 31, 2012, 2011 and for the Period from May 5, 2010 (Inception) to December 31, 2010F- 8Consolidated Schedule of Investments as of December 31, 2012 and 2011F- 10Notes to Consolidated Financial StatementsF- 16








F- 1


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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. In connection with the preparation of our annual consolidated financial statements, management has conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation, we have concluded that, as of December 31, 2012, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.








F- 2


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Stockholders and Board of Directors of


Business Development Corporation of America





We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedule of investments, of Business Development Corporation of America (a Maryland Corporation) and subsidiaries (the “Company”) as of December 31, 2012 and December 31, 2011 and the related consolidated statements of operations, changes in net assets, cash flows and financial highlights for each of the two years in the period ended December 31, 2012 and for the period from May 5, 2010 (Inception) to December 31, 2010. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Business Development Corporation of America and subsidiaries as of December 31, 2012 and December 31, 2011 and the results of their operations, their cash flows, and their financial highlights for each of the two years in the period ended December 31, 2012 and for the period from May 5, 2010 (Inception) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.





/s/ GRANT THORNTON LLP








Philadelphia, Pennsylvania


March 21, 2013





F- 3


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA





CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES


(in thousands except share and per share data)








December 3120122011ASSETSInvestments, at fair value (amortized cost of $134,925 and $14,294, respectively)$136,171$14,271Cash and cash equivalents14,180828Cash collateral on deposit with custodian19,157—Interest receivable1,212142Due from affiliate1,601918Deferred credit facility financing costs, net73550Unrealized gain on total return swap388—Receivable due on total return swap1,286—Prepaid expenses and other assets23441Receivable for unsettled trades11,913—Total assets$186,877$16,250LIABILITIESRevolving credit facility$33,907$5,900Payable for unsettled trades9,8001,914Management and incentive fees payable904—Accounts payable and accrued expenses191154Interest and credit facility fees payable19219Payable for common stock repurchases175—Stockholder distributions payable1,02356Total liabilities$46,192$8,043NET ASSETSPreferred stock, $.001 par value, 50,000,000 shares authorized, none issued and outstanding$—$—Common stock, $.001 par value, 450,000,000 shares authorized, 14,943,215 and 912,297 shares issued and outstanding, respectively151Capital in excess of par value138,3408,235Accumulated under / (over) distributed net investment income696(6)Net unrealized appreciation (depreciation) on investments and total return swap1,634(23)Net assets140,6858,207Total liabilities and net assets$186,877$16,250Net asset value per share*$9.41$9.00





*Net asset value per share and common shares outstanding for the year ended December 31, 2011 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.





The accompanying notes are an integral part of these statements.


F- 4


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA





CONSOLIDATED STATEMENTS OF OPERATIONS


(dollars in thousands except share and per share data)





For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Investment income:Interest from investments$6,777$308$—Interest from cash and cash equivalents2——Total interest income6,779308—Other income135——Total investment income6,914308—Operating expenses:Contract termination fee—320—Interest and credit facility financing expenses683119—Professional fees61497—Directors fees75100—Insurance205189—Organizational expenses——8Management fees1,32049—Incentive fees1,37067—Other administrative11026—Expenses before expense waivers and reimbursements from Adviser4,3779678Waiver of management and incentive fees(1,611)(116)—Expense support reimbursements from Adviser(266)(702)—Total expenses net of expense waivers and reimbursements from Adviser2,5001498Net investment income (loss)4,414159(8)Realized and unrealized gain (loss) on investments and total return swap:Net realized gain from investments1,4711—Net realized gain from total return swap1,958——Net unrealized appreciation (depreciation) on investments1,269(23)—Net unrealized appreciation on total return swap388——Net realized and unrealized gain (loss) on investments and total return swap5,086(22)—Net increase (decrease) in net assets resulting from operations$9,500$137$(8)Per share information - basic and diluted*Net investment income (loss)$0.63$0.74$(0.35)Net increase (decrease) in net assets resulting from operations$1.36$0.64$(0.35)Weighted average shares outstanding6,987,287214,64022,222





F- 5


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*Per share information - basic and diluted and weighted average common shares outstanding for the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.





The accompanying notes are an integral part of these statements.


F- 6


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA





CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS


(dollars in thousands except share and per share data)





For the Year Ended December 31,For the Year Ended December 31.For the Period from May 5, 2010 (Inception) to December 31,201220112010Operations:Net investment income (loss)$4,414$159$(8)Net realized gain from investments1,4711—Net realized gain from total return swap1,958——Net unrealized appreciation (depreciation) on investments1,269(23)—Net unrealized appreciation on total return swap388——Net increase (decrease) in net assets from operations9,500137(8)Stockholder distributions:Net decrease in net assets from stockholder distributions(7,405)(158)—Capital share transactions:Issuance of common stock, net of issuance costs128,4638,004200Reinvestment of stockholder distributions2,18143—Repurchases of common stock(261)——Offering costs—(11)—Net increase in net assets from capital share transactions130,3838,036200Total increase in net assets132,4788,015192Net assets at beginning of period8,207192—Net assets at end of period$140,685$8,207$192Net asset value per common share*$9.41$9.01$8.60Common shares outstanding at end of period*14,943,215912,29722,331Accumulated under / (over) distributed net investment income$696$(6)$(8)





*Net asset value per share and common shares outstanding for the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.





The accompanying notes are an integral part of these statements.


F- 7


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)


For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Operating activities:Net increase (decrease) in net assets from operations$9,500$137$(8)Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:Paid-in-kind interest income(15)(1)—Net accretion of discount on investments(230)(26)—Amortization of deferred financing costs14050—Sales and repayments of investments135,746122—Purchase of investments(254,661)(14,388)—Net realized gain from investments(1,471)(1)—Net unrealized (appreciation) depreciation on investments(1,269)23—Net unrealized appreciation on total return swap(388)——(Increase) decrease in operating assets:Cash collateral on deposit with custodian(19,157)——Interest receivable(1,070)(142)—Receivable due on total return swap(1,286)——Prepaid expenses and other assets(193)(41)—Receivable for unsettled trades(11,913)——Increase (decrease) in operating liabilities:Payable for unsettled trades7,8861,914—Management and incentive fees payable904——Accounts payable and accrued expenses872958Interest and credit facility fees payable17319—Net cash used in operating activities(137,217)(12,039)—Financing activities:Proceeds from issuance of shares of common stock, net128,4638,047200Repurchases of common stock(86)——Payments offering costs(1,754)(1,561)(199)Proceeds from line of credit40,5655,900—Payments of financing cost(875)(51)—Proceeds from affiliate, net1,071632—Paydowns on debt(12,558)——Stockholder distributions(4,257)(101)—Net cash provided by financing activities150,56912,8661Net increase in cash and cash equivalents13,3528271Cash and cash equivalents, beginning of period8281—Cash and cash equivalents, end of period$14,180$828$1


F- 8


---

BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)


Supplemental information:Interest paid during the period$272$30$—Supplemental non-cash information:Payable for common stock repurchases$175$—$—DRIP distribution payable$341$21$—Cash distribution payable$682$35$—DRIP distribution paid$1,917$34$—Stock distribution paid$264$—$—





The accompanying notes are an integral part of these statements.


F- 9


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED SCHEDULE OF INVESTMENTS
 (dollars in thousands)


December 31, 2012Portfolio Company (a)IndustryInvestment Coupon Rate/MaturityEffective YieldPrincipal / Number of SharesAmortized CostFair Value ( c )% of Net AssetsSenior Secured First Lien Debt - 59.9 (b)Airvana Network Solutions, Inc.High Tech IndustriesL+8.00% (10.00%), 3/15/201711.68%7457157460.6%American Dental Partners, Inc.Healthcare & PharmaceuticalsL+5.75% (7.25%), 2/9/20187.91%3,9553,8833,7182.7%Avaya, Inc.TelecommunicationsL+4.50% (4.94%),10/26/20177.58%3,9793,5883,5022.5%Clover Technologies Group, LLCEnvironmental IndustriesL+5.50% (6.75%), 5/7/20187.08%3,9493,8913,9152.8%ConvergeOne Holdings Corp.TelecommunicationsL+7.00% (8.50%), 6/8/20178.88%3,9003,8423,8762.8%Corner Investment Propco, LLCHotel, Gaming & LeisureL+9.75% (11.00%), 11/1/201911.92%4,0003,9213,9352.8%Creative Circle, LLCServices: BusinessL+6.00% (7.25%), 9/28/20178.03%9,9389,7429,7887.0%CST Industries, Inc.Construction & BuildingL+5.25% (8.50%), 5/23/20179.11%3,9003,8553,8662.7%EIG Investors Corp.Services: BusinessL+5.00% (6.25%), 11/9/20196.43%3,0002,9702,9982.1%eResearch Technology, Inc.Healthcare & PharmaceuticalsL+6.50% (8.00%), 7/11/20189.17%4994804930.4%Hudson Products Holdings, Inc.Capital EquipmentL+5.75% (7.00%), 6/7/20177.46%4,0003,9604,0052.8%Ikaria Acquisition, Inc.Healthcare & PharmaceuticalsL+6.50% (7.75%), 9/15/20178.16%3,9903,9714,0052.8%Jackson Hewitt, Inc.Services: BusinessL+8.50% (10.00%), 9/27/201711.07%5,0004,8064,8253.4%K2 Pure Solutions Nocal, L.P.Chemicals, Plastics & RubberL+7.75% (10.00%), 9/10/201510.23%3,4343,4453,4002.4%Permian Tank & Manufacturing, Inc.Energy: Oil & GasL+7.25% (9.00%), 3/16/201710.14%1,5501,5151,5781.1%PPT Management, LLCHealthcare & PharmaceuticalsL+7.00% (8.50%), 10/31/20169.02%1,9891,9781,9891.4%Precision Dermatology, Inc.Healthcare & PharmaceuticalsL+9.00% (13.00%), 4/25/201713.96%5,0004,9784,9953.6%Premier Dental Services, Inc.Healthcare & PharmaceuticalsL+7.00% (8.25%), 11/1/20189.27%4,0003,8823,8902.8%RedPrairie Corp.High Tech IndustriesL+5.00% (6.75%), 12/12/20186.75%2,0001,9602,0021.4%Riverboat Corp. of MississippiHotel, Gaming & LeisureL+8.75% (10.00%), 11/29/201611.04%10,0009,8029,9007.0%Source Refrigeration & HVAC, Inc.Services: BusinessL+5.25% (6.75%), 4/30/20177.37%2,9632,9202,9622.1%


F- 10


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED SCHEDULE OF INVESTMENTS
 (dollars in thousands)


December 31, 2012United Central Industrial Supply Company, LLCMetals & MiningL+6.25% (7.50%), 9/28/20188.69%4,0003,8443,8402.7%Sub Total Senior Secured First Lien Debt83,94884,22859.9%Senior Secured Second Lien  Debt - 23.7% (b)EIG Investors Corp.Services: BusinessL+9.00% (10.25%), 5/9/202010.44%4,0003,9603,9802.8%Eureka Hunter Holdings, LLCEnergy: Oil & Gas12.50%, 8/16/201813.07%5,0005,0005,0003.6%Plato Learning, Inc.Media: Advertising, Printing & PublishingL+9.75% (11.25%), 5/10/201912.19%2,0001,9631,9601.4%Linc Energy Finance USA, Inc.Energy: Oil & Gas12.50%, 10/31/201713.1%11,00010,76911,0147.8%RedPrairie Corp.High Tech IndustriesL+10.00% (11.25%), 12/12/201911.25%8,0007,8408,1475.8%Teleflex Marine, Inc.Hotel, Gaming & Leisure13.50%, 8/24/201714.14%3,3323,2593,2582.3%Sub Total Senior Secured Second Lien Debt32,79133,35923.7%Subordinated Debt - 2.8% (b)S.B Restaurant Co., Inc. (d)Beverage, Food & Tobacco14.00%, 1/10/201815.42%4,0093,9243,9392.8%Sub Total Subordinated Debt3,9243,9392.8%Collateralized Securities - 6.1% (b)ALM 2012-6A CLO Subordinated Notes (e)Banking, Finance, Insurance & Real Estate6/14/202323.9%2,0001,9802,0301.4%Carlyle CGMS 2012-1A Subordinated Notes (e)Banking, Finance, Insurance & Real Estate4/20/202227.14%2,0001,8401,9501.4%Carlyle CGMS 2012-2A Subordinated Notes (e) (f) (g)Banking, Finance, Insurance & Real Estate7/20/2023N/A1,0008509530.7%MC Funding 2006 -1 Subordinated Notes (e)Banking, Finance, Insurance & Real Estate12/20/202026.34%4,0003,8403,6002.6%Sub Total Collateralized Securities8,5108,5336.1%Equity/Other - 4.3% (b)PennantPark Credit Opportunities Fund, L.P. (f) (i)Banking, Finance, Insurance & Real Estate5,0005,0005,1373.6%Precision Dermatology, Inc., Warrants, Strike: $1.148 (f)Healthcare & Pharmaceuticals218———%S.B Restaurant Co., Inc. - Warrants, Strike: $0.0001 (f)Beverage, Food & Tobacco——2230.2%Tennenbaum Waterman Fund, L.P. (f) (h)Banking, Finance, Insurance & Real Estate7687527520.5%Sub Total Equity/Other5,7526,1124.3%TOTAL INVESTMENTS - 96.8% (b)134,925136,17196.8%








F- 11


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED SCHEDULE OF INVESTMENTS
 (dollars in thousands)


|    |                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | All of the Company's investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except ALM 2012-6A Subordinated Notes, Carlyle CGMS 2012-1A Subordinated Notes, Carlyle CGMS 2012-2A Subordinated Notes, MC Funding 2006-1 Subordinated Notes, PennantPark Credit Opportunities Fund L.P. and Tennenbaum Waterman Fund, L.P..

|    |                                                                                
|--- | -------------------------------------------------------------------------------
|(b) | Percentages are based on net assets of $140,685 thousandas ofDecember 31, 2012.

|    |                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith by the Company's board of directors as required by the Investment Company Act of 1940. (See Note 3 to the financial statements).

|    |                                    
|--- | -----------------------------------
|(d) | Terms of loan include PIK interest.

|    |                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | Investment coupon rate and effective yield for the collateralized securities is based on interest income received for the year ended December 31, 2012.

|    |                                           
|--- | ------------------------------------------
|(f) | Non-income producing at December 31, 2012.

|    |                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------
|(g) | Effective yield is unable to be calculated as cash payment on the contract had not been received as of December 31, 2012.

|    |                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(h) | The Company has committed to fund $10.0 million in Tennenbaum Waterman Fund, L.P. over a period ending no later than September 2015. The remaining commitment as of December 31, 2012 was $9.2 million.

|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(i) | The investment is subject to a three year lock-up restriction on withdrawals with a 3% fee charged on withdrawals in year 4.




The Company's investments are classified in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies in which the Company owns more than 25% of the voting securities or maintain greater than 50% of the board representation. Under the 1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which the Company owns between 5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments. The Company has no control investments and affiliated investments as defined under the 1940 Act.





The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2012 (dollars in thousands):





At December 31, 2012Investments atFair ValuePercentage ofTotal PortfolioServices: Business$24,55318.0%Healthcare & Pharmaceuticals19,09014.0Hotel, Gaming & Leisure17,09312.6Energy: Oil & Gas17,59212.9Banking, Finance, Insurance & Real Estate14,42210.6Beverage, Food & Tobacco4,1623.1High Tech Industries10,8958.0Chemicals, Plastics & Rubber3,4002.6Environmental Industries3,9152.9Metals & Mining3,8402.8Capital Equipment4,0052.9Telecommunications7,3785.4Media: Advertising, Printing & Publishing1,9601.4Construction & Building3,8662.8Total$136,171100.0%







































































F- 12


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED SCHEDULE OF INVESTMENTS
 (dollars in thousands)


December 31, 2011Portfolio Company (a)IndustryInvestment Coupon Rate/MaturityEffective YieldPrincipal / Number of SharesAmortized CostFair Value ( c )% of Net AssetsSenior Secured First Lien Debt - 117.2% (b)Audio Messaging Solutions, LLCMedia/Marketing12.00%, 6/16/201612.00%$1,085$1,085$1,08513.3%Avaya, Inc.TelecommunicationsL + 4.50% (5.01%), 10/26/20177.80%2922602723.3%California Healthcare Medical Billing, Inc.Professional Services12.00%, 10/17/201512.00%2302302302.8%Central ParkingParking ServicesL +2.25% (2.81%), 5/22/20148.54%3493053053.7%Chrysler Group LLCAutomobile ManufacturingL + 4.75% (6.00%), 5/24/20178.27%2992702843.5%EIG InvestorsWeb HostingL + 6.50% (8.00%), 12/19/20178.43%5004904906.0%Global Tel LinkTelecommunicationsL + 5.50% (7.00%), 11/26/20177.41%5004904906.0%Harrah's PropcoResortsL + 3.00% (3.25%), 2/13/201510.87%4002902903.5%Harrison Hydra-Gen, Ltd.Manufacturing12.00%, 6/4/201512.00%2302302302.8%Indianapolis Aviation Partners, LLCAviation Services12.00%, 9/15/201412.00%2302302302.8%J JillFashion/RetailL + 8.50% (10.00%), 3/17/201713.18%5504844515.5%K2 Pure SolutionsChemicals ManufacturingL + 6.75% (10.00%), 9/10/20159.99%4504504505.5%KIK Custom Products Inc.Consumer ProductsL + 2.25% (2.53%), 11/24/20145.24%4994304305.2%McClatchy Co.Media/Marketing11.50%, 2/15/201712.55%5004814815.9%Mid-Columbia Lumber Products, LLCConstruction Materials12.00%, 12/18/201412.00%2302302302.8%Omi HoldingsManufacturing12.00%, 4/13/201311.99%99699699612.1%Open SolutionsSoftwareL + 2.13% (2.55%), 1/23/20148.92%5494854855.9%OPI International Ltd. (d)Oil and Gas Equipment and Services12.00%, 11/30/201512.00%2302302302.8%Pegasus Research Group, LLCMedia/Marketing13.00% Cash / 3% PIK, 1/6/201616.00%2312312312.8%PPL Rvs, IncRecreational Vehicles18.00%, 6/10/201517.99%2152152152.6%ProPTPhysical TherapyL + 7.00% (8.50%), 10/31/20168.84%98898898812.1%River Aggregates, LLCConstruction Materials12.00%, 3/30/201612.00%2302302302.8%Texas Competitive ElectricUtilitiesL + 4.50% (4.78%), 10/10/201712.43%4503072883.5%Sub Total Senior Secured First Debt9,6379,611117.2%


F- 13


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED SCHEDULE OF INVESTMENTS
 (dollars in thousands)


December 31, 2011Senior Secured Second Lien Debt - 36.5% (b)BolthouseAgricultureL + 7.50% (9.50%), 8/11/20169.49%$500$500$5006.1%Ceres Management, LLCAuto Parts and Equipment14.00%, 3/31/201313.98%2302302302.8%Condit Exhibits, LLC (e)Media/Marketing9.00% Cash / 9.00% PIK, 7/1/201317.97%2302302302.8%Infor GlobalSoftwareL + 6.25% (6.51%), 3/2/20149.01%6004984986.1%Pierre Foods Inc.Food and Food ServiceL + 9.50% (11.25%), 9/30/201711.18%5004994996.1%Sensus MeteringEnergy MeteringL + 7.25% (8.50%), 5/9/20178.97%6005885887.1%Southern Pacific Resource Corp. (d)Oil/Gas Exploration and DrillingL + 7.50% (10.75%), 1/7/201610.58%4494514515.5%Sub Total Senior Secured Second Lien Debt2,9962,99636.5%Senior Unsecured Debt - 10.7% (b)Avis Budget Car RentalAutomobiles Rentals8.25%, 1/15/20198.92%$500$488$5076.1%Momentive PerformanceChemicals Manufacturing9.00%, 1/15/202113.40%5003963804.6%Sub Total Senior Unsecured Debt88488710.7%Subordinated Debt - 2.8% (b)NTS Holdings, Inc.Logistics12.00%, 4/30/201511.99%2302302302.8%Sub Total Subordinated Debt2302302.8%Equity/Other - 6.7% (b)Bank of America - (BAC-H Preferred)Financial ServicesPerpetual—255475476.7%Sub Total Equity/Other5475476.7%TOTAL INVESTMENTS - 173.9% (b)$14,294$14,271173.9%





|    |                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | All of the Company's debt investments are issued by eligible portfolio companies, as defined in the Investment Company Act of 1940, except OPI International Ltd., Southern Pacific Resource Corp. and Avis Budget Car Rental.

|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(b) | Percentages are based on net assets of $8,207 thousandthousand as of December 31, 2011.

|    |                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Because there is no readily available market value for these investments, the fair value of these investments is determined in good faith by the Company's board of directors as required by the Investment Company Act of 1940. (See Note 3 to the financial statements).

|    |                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|(d) | Non-U.S. company. The principal place of business for OPI International Ltd. is Bermuda and for Southern Pacific Resource Corp. is Canada.

|    |                                                                                             
|--- | --------------------------------------------------------------------------------------------
|(e) | Terms of loan include PIK interest. Company has paid interest currently since February 2011.




The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies in which the Company owns more than 25% of the voting securities or maintain greater than 50% of the board representation. Under the 1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which the Company owns between 5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments. The Company has no control investments and affiliated investments as defined under the 1940 Act.














F- 14


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED SCHEDULE OF INVESTMENTS
 (dollars in thousands)


The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2011 (dollars in thousands):


At December 31, 2011Investments atFair ValuePercentage ofTotal PortfolioAutomobile$1,54210.8%Media: Diversified & Production1,3159.2Capital Equipment1,2268.6Healthcare & Pharmaceuticals1,2178.5Services: Business1,2068.5Beverage, Food & Tobacco9997.0Utilities: Electric8766.1Chemicals, Plastics & Rubber8305.8Telecommunications7625.3Construction & Building6904.9Energy: Oil & Gas6814.8Banking, Finance, Insurance & Real Estate5483.8High Tech Industries4983.5Media: Advertising, Printing & Publishing4803.4Retail4513.2Consumer goods: Non-durable4303.0Hotel, Gaming & Leisure2902.0Aerospace and Defense2301.6Total$14,271100.0%





F- 15


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012





Note 1 — Organization and Basis of Presentation





Business Development Corporation of America (the “Company”), incorporated in Maryland on May 5, 2010, is an externally managed, non-diversified closed-end investment company that elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2011 and that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is, therefore, required to comply with certain regulatory requirements as promulgated under the 1940 Act. The Company is managed by BDCA Adviser, LLC (the “Adviser”) pursuant to the terms of the Investment Advisory and Management Services Agreement, as amended (the “Advisory Agreement”). The Adviser was formed in Delaware as a private investment management firm and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser oversees the management of the Company's activities and is responsible for making investment decisions for its portfolio.





On January 25, 2011, the Company commenced its initial public offering (the “IPO”) on a “reasonable best efforts basis” of up to 150.0 million shares of common stock, $0.001 par value per share, at an initial offering price of $10.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form N-2 (File No. 333-166636) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended.  The Company sold 22,222 shares of common stock to its Adviser, an entity wholly owned by AR Capital,  LLC (formerly known as American Realty Capital II, LLC) (the “Sponsor”) on July 8, 2010 at $9.00 per share, which represents the initial public offering price of $10.00 per share minus selling commissions of $0.70 per share and dealer manager fees of $0.30 per share.  On August 25, 2011, the Company had raised sufficient funds to break escrow on its IPO and commenced operations as of that date. As of December 31, 2012 , the Company had issued 15.0 million shares of common stock for gross proceeds of $152.8 million including the shares purchased by the Sponsor and shares issued under the Company's distribution reinvestment plan ("DRIP"). As of December 31, 2012, the Company had repurchased 0.03 million shares of common stock for payments of $0.3 million.





On July 13, 2012, the Company, through a wholly-owned subsidiary, 405 TRS I, LLC (“405 Sub”), entered into a total


return swap agreement (“TRS”) with Citibank, N.A. (“Citi”), which was subsequently amended on October 17, 2012 and December 7, 2012, increasing the maximum possible exposure under the TRS to $150.0 million. The 405 Sub is included within the Company's consolidated financial statements. The consolidated financial statements include both the Company's account and the account of 405 Sub. All significant intercompany transactions have been eliminated in consolidation.





On July 24, 2012, the Company, through a newly-formed, wholly-owned special purpose financing subsidiary, BDCA


Funding I, LLC (“Funding I”), entered into a revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National


Association, as lender, Wells Fargo Securities, as administrative agent (together, “Wells Fargo”) and U.S. Bank National


Association, as collateral agent, account bank and collateral custodian. The Credit Facility provides for borrowings in an aggregate principal amount of up to $50.0 million on a committed basis, with a term of 48 months. Funding I is included within the Company's consolidated financial statements. The consolidated financial statements include both the Company's account and the account of Funding I. All significant intercompany transactions have been eliminated in consolidation.





The Company's investment objective is to generate both current income and to a lesser extent long-term capital appreciation through debt and equity investments. The Company anticipates that during its offering period it will invest largely in first and second lien senior secured loans and mezzanine debt issued by middle market companies. The Company may also purchase interests in loans through secondary market transactions in the "over-the-counter" market for institutional loans. First and second lien secured loans generally are senior debt instruments that rank ahead of subordinated debt and equity in bankruptcy priority and are generally secured by liens on the operating assets of a borrower which may include inventory, receivables, plant, property and equipment. Mezzanine debt is subordinated to senior loans and is generally unsecured. The Company defines middle market companies as those with annual revenues between $10 million and $1 billion. The Company expects that each investment will range between approximately $1 million and $25 million, although this investment size will vary proportionately with the size of its capital base. As the Company increases its capital base during the offering period, it will, to a lesser extent, invest in, and ultimately intends to have a substantial portion of its assets invested in, customized direct loans to and equity securities of middle market companies. In most cases, companies to whom the Company provides customized financing solutions will be privately held at the time the Company invests in them.








F- 16


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


The Company has entered into a fund administration servicing agreement and a fund accounting servicing agreement with US Bancorp Fund Services, LLC (the “Administrator”). The Administrator provides services, such as accounting, financial reporting, legal and compliance support and investor relations support, necessary for the Company to operate. On August 13, 2012, the Company entered into a custody agreement with U.S. Bank National Association (“US Bank”). Under the custody agreement, US Bank will hold all of the portfolio securities and cash of the Company for certain of its subsidiaries, and will transfer such securities or cash pursuant to the Company’s instructions. The custody agreement is terminable by either party, without penalty, on not less than ninety days prior notice to the other party. Realty Capital Securities, LLC (the “Dealer Manager”), an affiliate of the Sponsor, serves as the dealer manager of the Company’s IPO. The Adviser and the Dealer Manager are related parties and will receive compensation and fees for services related to the IPO and for the investment and management of the Company’s assets. The Adviser will receive fees during the offering, operational and liquidation stages, and the Dealer Manager will receive fees during the offering stage.





Note 2 — Summary of Significant Accounting Policies





Basis of Presentation





The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, ("U.S. GAAP").





Use of Estimates





The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Valuation of Portfolio Investments





Portfolio investments are reported on the balance sheet at fair value. On a quarterly basis the Company performs an analysis of each investment to determine fair value as follows:





Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Company may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.





Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.























F- 17


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


For an investment in an investment fund that does not have a readily determinable fair value, the Company measures the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of Financial Accounting Standards Board, ("FASB"), Accounting Standards Codification, ("ASC"), Topic 946, Financial Services-Investment Companies, as of the Company's measurement date. However, in determining the fair value of the Company's investment, the Company may make adjustments to the net asset value per share in certain circumstances, based on the Company's analysis of any restrictions on redemption of the shares of the investment as of the measurement date. The value of our TRS is primarily based on the increase or decrease in the value of the loans underlying the TRS, as determined by Citi based upon indicative pricing by an independent third-party pricing service.





As part of the Company's quarterly valuation process the Adviser may be assisted by an independent valuation firm engaged by the Company's board of directors. The audit committee of the Company's board of directors reviews each preliminary valuation and the Adviser and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee. The board of directors then discusses the valuations and determines the fair value of each investment, in good faith, based on the input of the Adviser, the independent valuation firm (to the extent applicable) and the audit committee of the board of directors.





Because there is not a readily available market value for most of the investments in its portfolio, the Company values substantially all of its portfolio investments at fair value as determined in good faith by its board of directors, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize.  Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities.  If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded it.





Investment Classification





The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation. Under the 1940 Act, “Affiliated Investments” are defined as those non-control investments in companies in which the Company owns between 5% and 25% of the voting securities. Under the 1940 Act, “Non-affiliated Investments” are defined as investments that are neither Control Investments nor Affiliated Investments. The Company has no control investments and affiliated investments as defined under the 1940 Act.





Cash and Cash Equivalents





Cash and cash equivalents include short-term, liquid investments in a money market fund. Cash and cash equivalents are carried at cost which approximates fair value. Per section 12(d)(1)(a) of the 1940 Act, the Company may not invest in another registered investment company, including a money market fund, if any of the following occur:





|  |                                                      
|- | -----------------------------------------------------
|• | the Company owns more than3%of the money market fund;




|  |                                                                                                                                                  
|- | -------------------------------------------------------------------------------------------------------------------------------------------------
|• | the Company holds securities in the money market fund having an aggregate value in excess of5%of the value of the total assets of the Company; or




|  |                                                                                                                                                                                       
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | the Company holds securities in money market funds and other registered investment companies having an aggregate value in excess of10%of the value of the total assets of the Company.



















F- 18


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Offering Costs





The Company has incurred certain costs in connection with the registration of shares of its common stock. These costs principally relate to professional fees, printing fees, fees paid to the SEC and fees paid to the Financial Industry Regulatory Authority. Offering costs are recorded as a reduction to contributed capital.





Pursuant to the Advisory Agreement, the Company and the Adviser have agreed that the Company will not be liable for offering costs to the extent that together with all prior offering costs, the amounts exceed 1.5% of the aggregate gross proceeds from the Company’s on-going offering. Additionally, the Company entered into an Expense Support Agreement (the “Expense Support Agreement”) with the Adviser whereby the Adviser may pay the Company up to 100% of all operating expenses. See Note 4 –-Related Party Transactions and Arrangements - for more information on these agreements.





Deferred Financing Costs





Financing costs incurred in connection with the Company’s revolving Credit Facility are deferred and amortized using the straight-line method over the life of the respective facility.





Distributions





The Company has declared and paid cash distributions to stockholders on a monthly basis since it commenced operations. The amount of each such distribution will be subject to the discretion of the board of directors and applicable legal restrictions related to the payment of distributions. The Company will calculate each stockholder’s specific distribution amount for the month using record and declaration dates and accrue distributions on the date the Company accepts a subscription for shares of the Company’s common stock. From time to time, the Company may also pay interim distributions, including capital gains distributions, at the discretion of the Company’s board of directors. The Company’s distributions may exceed earnings, especially during the period before it has substantially invested the proceeds from the offering. As a result, a portion of the distributions made by the Company may represent a return of capital for U.S. federal income tax purposes. A return of capital is a return of each stockholder’s investment rather than earnings or gains derived from the Company’s investment activities.





Distribution Reinvestment Program





The Company has adopted an “opt in” DRIP pursuant to which investors may elect to have the full amount of their cash distributions reinvested in additional shares of the Company’s common stock. Participants in the Company’s DRIP are free to elect or revoke reinstatement in the DRIP within a reasonable time as specified in the plan. If an investor does not elect to participate in the plan, the investor will automatically receive any distributions the Company declares in cash. The Company expects to coordinate distribution payment dates so that the same price that is used for the closing date immediately following such distribution payment date will be used to calculate the purchase price for purchasers under the DRIP. The investors’ reinvested distributions will purchase shares at a price equal to 90% of the price that shares are sold in the offering at the closing immediately following the distribution payment date.





Interest Income





Investment transactions are accounted for on the trade date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortizations of premium on investments.





Payment-in-Kind Interest





The Company holds debt investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company stops accruing PIK interest if the Company does not expect the issuer to be able to pay all principal and interest when due.


F- 19


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation





Gains or losses on the sale of investments are calculated using the specific identification method. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.





Income Taxes





The Company has to elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code. Generally, a RIC is exempt from federal income taxes if it distributes at least 90% of ‘‘Investment Company Taxable Income,’’ as defined in the Code, each year. Distributions paid up to one year after the current tax year can be carried back to the prior tax year for determining the dividends paid in such tax year. The Company intends to distribute sufficient distributions to maintain its RIC status each year. The Company is also subject to nondeductible federal excise taxes if it does not distribute at least 98% of net ordinary income each calendar year, 98.2% of capital gain net income for the one year period ending on October 31 of such calendar year, if any, and any recognized and undistributed income from prior years for which it paid no federal income taxes. The Company will generally endeavor each year to avoid any federal excise taxes.





Share Repurchase Program





The Company’s board of directors has adopted a Share Repurchase Program (“SRP”) that enables the Company’s stockholders to sell their shares to the Company in limited circumstances.  On September 12, 2012, the Company commenced its first quarterly tender offer pursuant to the SRP.  The Company intends to conduct tender offers on a quarterly basis on such terms as may be determined by its board of directors in its complete and absolute discretion unless, in the judgment of the independent directors of its board of directors, such repurchases would not be in the Company’s best interests or would violate applicable law.





The Company currently intends to limit the number of shares to be repurchased during any calendar year to the number of shares it can repurchase with the proceeds it receives from the sale of shares under its distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase shares. In addition, as of the date of this filing, the Company will limit the number of shares to be repurchased in any calendar year to 10% of the weighted average number of shares outstanding in the prior calendar year, or 2.5% in each quarter, though the actual number of shares that the Company offers to repurchase may be less in light of the limitations noted above. The Company will offer to repurchase such shares on each date of repurchase at a price equal to 92.5% of the share price in effect on each date of repurchase, which will be determined in the same manner that the Company determined the offering price per share for purposes of its continuous public offering. The Company’s board of directors may amend, suspend or terminate the repurchase program at any time upon 30 days’ notice.





As of December 31, 2012, the Company had repurchased 0.03 million shares of common stock for payments of $0.3 million. As of December 31, 2011, the Company had not repurchased any shares.





New Accounting Pronouncements





In December 2011, the FASB, issued guidance regarding disclosures about offsetting assets and liabilities, which requires entities to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure only, is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows.








F- 20


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


In May 2011, the FASB issued guidance that expands the existing disclosure requirements for fair value measurements, primarily for Level 3 measurements, which are measurements based on unobservable inputs such as the Company's own data. This guidance is largely consistent with current fair value measurement principles with few exceptions that do not result in a change in general practice. The guidance became effective for the Company beginning January 1, 2012 and, accordingly, the Company has presented the required disclosures (see Note 3). The adoption of this guidance did not have a material impact on the Company's financial position or results of operations as the guidance relates only to disclosure requirements.





Note 3 — Fair Value of Financial Instruments





Accounting guidance establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.





The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, if any, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value:





|  |                                                                                                                                                          
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.




|  |                                                                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.




|  |                                                                                                                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 3—Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.




The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.





The majority of the Company’s investment portfolio at December 31, 2012 was comprised of debt instruments for which Level 1 inputs, such as quoted prices, are not available. Therefore, at December 31, 2012 , the majority of investments were valued at fair value as determined in good faith using the valuation policy approved by the board of directors using Level 2 and Level 3 inputs. The Company evaluates the source of inputs, including any markets in which the Company's investments are trading, in determining fair value. Due to the inherent uncertainty in the valuation process, the estimate of fair value of the Company’s investment portfolio at December 31, 2012 may differ materially from values that would have been used had a ready market for the securities existed.





In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board of directors. Portfolio investments are reported on the balance sheet at fair value. On a quarterly basis the Company performs an analysis of each investment to determine fair value as follows:














F- 21


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Securities for which market quotations are readily available on an exchange are valued at the reported closing price on the valuation date. The Company may also obtain quotes with respect to certain of the Company's investments from pricing services or brokers or dealers in order to value assets. When doing so, the Company determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the security. If determined adequate, the Company uses the quote obtained.





Investments without a readily determined market value are primarily valued using a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that the Company may take into account in fair value pricing the Company's investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.





For an investment in an investment fund that does not have a readily determinable fair value, the Company measures the fair value of the investment predominately based on the net asset value per share of the investment fund if the net asset value of the investment fund is calculated in a manner consistent with the measurement principles of FASB and ASC Topic 946, Financial Services-Investment Companies, as of the Company's measurement date. However, in determining the fair value of the Company's investment, the Company may make adjustments to the net asset value per share in certain circumstances, based on the Company's analysis of any restrictions on redemption of the shares of the investment as of the measurement date. The value of our TRS is primarily based on the increase or decrease in the value of the loans underlying the TRS, as determined by Citi based upon indicative pricing by an independent third-party pricing service.





As part of the Company's quarterly valuation process, the Adviser may be assisted by an independent valuation firm


engaged by the Company's board of directors. The audit committee of the board of directors reviews each preliminary valuation


and the Adviser and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee. The board of directors then discusses the valuations and determines the fair value of each investment, in good faith, based on the input of the Adviser, the independent valuation firm (to the extent applicable) and the audit committee of the board of directors.





Determination of fair values involves subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.





The following table presents fair value measurements of investments, by major class, as of December 31, 2012 , according to the fair value hierarchy (dollars in thousands) .


Fair Value MeasurementsLevel 1Level 2Level 3TotalSenior Secured First Lien Debt$—$59,038$25,190$84,228Senior Secured Second Lien Debt—25,1018,25833,359Subordinated Debt——3,9393,939Collateralized Securities——8,5338,533Equity/Other——6,1126,112Total Return Swap—388—388Total$—$84,527$52,032$136,559








F- 22


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


The following table presents fair value measurements of investments, by major class, as of December 31, 2011, according to the fair value hierarchy (dollars in thousands):





Fair Value MeasurementsLevel 1Level 2Level 3TotalSenior Secured First Lien Debt$—$—$9,611$9,611Senior Secured Second Lien Debt——2,9962,996Senior Unsecured Debt——887887Subordinated Debt——230230Equity/Other547——547Total$547$—$13,724$14,271





The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2012 (dollars in thousands):





Senior Secured First Lien DebtSenior Secured Second Lien DebtSenior Unsecured DebtSubordinated DebtCollateralized SecuritiesEquity/OtherTotalBalance as of December 31, 2011$9,611$2,996$887$230$—$—$13,724Net unrealized gains215——1522360612Purchases and other adjustments to cost27,6429,247—3,9249,3065,75255,871Sales and redemptions(7,598)(1,466)—(230)(827)—(10,121)Net realized gain3518——32—85Net transfers in and/or out(4,715)(2,537)(887)———(8,139)Balance as of December 31, 2012$25,190$8,258$—$3,939$8,533$6,112$52,032Unrealized gains (losses) for theperiod relating to those Level 3assets that were still held bythe Company at the end of theperiod:Net change in unrealizedgain (loss):$215$—$—$15$22$360$612





Purchases represent the acquisition of new investments at cost. Redemptions represent principal payments received during the period.





For the year ended December 31, 2012, there were no transfers out of Level 1 to Level 2 or out of Level 2 to Level 3.





Investments in 19 portfolio companies were transferred from Level 3 to Level 2 in 2012 as the number and/or reliability of market quotes became available for these investments and have been subsequently used for valuation purposes.





























F- 23


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2011 (dollars in thousands):


Senior Secured First Lien DebtSenior Secured Second Lien DebtSenior Secured BondsSenior Unsecured DebtSubordinated DebtTotalBalance as of December 31, 2010$—$—$—$—$—$—Net unrealized gains (losses)(27)—4——(23)Purchases and other adjustments to cost9,2772,9971,364—23013,868Sales and redemptions(121)(1)———(122)Net realized gain1————1Net transfers in and/or out481—(1,368)887——Balance as of December 31, 2011$9,611$2,996$—$887$230$13,724Unrealized gains (losses) for theperiod relating to those Level 3assets that were still held bythe Company at the end of theperiod:Net change in unrealizedgain (loss):$(27)$—$4$—$—$(23)





For the year ended December 31, 2011, there were no transfers out of Level 1 to Level 2 or out of Level 2 to Level 3.





The composition of the Company’s investments as of December 31, 2012 , at amortized cost and fair value, were as follows (dollars in thousands):





Investments atAmortized CostInvestments atFair ValueFair ValuePercentage ofTotal PortfolioSenior Secured First Lien Debt$83,948$84,22861.9%Senior Secured Second Lien Debt32,79133,35924.5%Subordinated Debt3,9243,9392.9%Collateralized Securities8,5108,5336.3%Equity/Other5,7526,1124.4%Total$134,925$136,171100.0%





The composition of the Company’s investments as of December 31, 2011, at amortized cost and fair value, were as follows (dollars in thousands):





Investments atAmortized CostInvestments atFair ValueFair ValuePercentage ofTotal PortfolioSenior Secured First Lien Debt$9,637$9,61167.4%Senior Secured Second Lien Debt2,9962,99621.0%Senior Unsecured Debt8848876.2%Subordinated Debt2302301.6%Collateralized Securities———%Equity/Other5475473.8%Total$14,294$14,271100.0%











F- 24


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Significant Unobservable Inputs





The following table summarizes the significant unobservable inputs used to value the majority of the Level 3 investments as of December 31, 2012 (dollars in thousands). The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.





RangeAsset CategoryFair ValuePrimary Valuation TechniqueUnobservable InputsMinimumMaximumSenior Secured First Lien Debt$25,190Yield AnalysisMarket Yield6.75%14.50%Senior Secured Second Lien Debt$8,258Yield AnalysisMarket Yield13.25%14.25%Subordinated Debt$3,939Yield AnalysisMarket Yield15.50%15.50%Equity/Other$223Market Multiple AnalysisEBITDA Multiple4.5x4.9x$37,610





The remaining $14.4 million of our Level 3 investments consisted of $5.9 million of equity investments in funds which were valued based on the net asset values published by the fund and $8.5 million of collateralized securities. Since the Company uses third party dealer marks to estimate the fair value of its collateralized securities owned, the valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of December 31, 2012 have not been provided.





Significant increases or decreases in any of the above unobservable inputs in isolation would result in a significantly lower or higher fair value measurement for such assets.





Note 4 — Related Party Transactions and Arrangements





The Sponsor, including its wholly owned subsidiary, the Adviser, owns 0.16 million shares of the Company’s outstanding common stock as of December 31, 2012 .





Management and Incentive Fee Compensation to the Adviser





The Adviser and its affiliates receive fees for services relating to the investment and management of the Company’s assets. The Adviser is entitled to an annual base management fee calculated at an annual rate of 1.5% of the Company’s average gross assets. The management fee is payable quarterly in arrears, and shall be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters. All or any part of the management fee not taken as to any quarter shall be deferred without interest and may be taken in such other quarter as the Adviser will determine. The management fee for any partial month or quarter will be appropriately prorated.





The incentive fee consists of two parts. The first part, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based on 20% of “pre-incentive fee net investment income” but only after the payment of a certain preferred return rate to investors, as defined in the Advisory Agreement, for the immediately preceding quarter of 1.75% per quarter, or an annualized rate of 7.0% , subject to a "catch-up" feature. The second part of the incentive fee, which is referred to as the incentive fee on capital gains, is an incentive fee on capital gains earned on liquidated investments from the Company’s portfolio and is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement). This fee equals 20.0% of the Company’s incentive fee capital gains, which equals the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.





For the years ended December 31, 2012 , and December 31, 2011 , the Company incurred $1.3 million and $0.05 million respectively, of management fees, of which the Adviser waived $0.6 million and $0.05 million, respectively.  For the period from May 5, 2010 (Inception) to December 31, 2010, the Company did not incur any management fees.





F- 25


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


For the years ended December 31, 2012 , and December 31, 2011 , the Company incurred $0.8 million and $0.07 million, respectively, of subordinated incentive fees on income, of which the Adviser waived $0.8 million and $0.07 million, respectively. For the period from May 5, 2010 (Inception) to December 31, 2010, the Company did not incur any subordinated incentive fees on income





For the year ended December 31, 2012, the Company incurred $0.2 million of capital gains incentive fees under the Advisory Agreement, of which the Adviser waived $0.2 million. For the year ended December 31, 2011, the Company did not incur any capital gains incentive fees under the Advisory Agreement. For the period from May 5, 2010 (Inception) to December 31, 2010, the Company did not incur any capital gains incentive fees under the Advisory Agreement.





For accounting purposes only, the Company is required under U.S. GAAP to also accrue a theoretical capital gains incentive fee based upon unrealized capital appreciation on investments held at the end of each period.  The accrual of this theoretical capital gains incentive fee assumes all unrealized capital appreciation and depreciation is realized in order to reflect a capital gains incentive fee that would theoretically be payable to the Adviser.  For the year ended December 31, 2012 , the Company incurred $0.4 million of theoretical capital gains incentive fees. For the year ended December 31, 2011, and for the period from May 5, 2010 (Inception) to December 31, 2010, the Company did not incur any theoretical capital gains incentive fees. The amounts actually paid to the Adviser will be consistent with the Advisers Act and formula reflected in the Advisory Agreement which specifically excludes consideration of unrealized capital appreciation.





Expense Support Agreement





The Adviser and its affiliates may incur and pay costs and fees on behalf of the Company. The Company and its Adviser have entered into the Expense Support Agreement, whereby the Adviser may pay the Company up to 100% of all operating expenses (“Expense Support Payment”) for any period beginning on the effective date of the Registration Statement, until the Adviser and the Company mutually agree otherwise. The Expense Support Payment for any month shall be paid by the Adviser to the Company in any combination of cash or other immediately available funds and/or offsets against amounts due from the Company to the Adviser.





Operating expenses subject to this agreement include expenses as defined by U.S. GAAP, including, without limitation, advisory fees payable and interest on indebtedness for such period, if any.





Pursuant to the terms of the Expense Support Agreement, the Company has agreed to reimburse the Adviser for each Expense Support Payment within three years from the end of the fiscal year in which such Expense Support Payment is made by the Adviser. Reimbursement shall be made as promptly as possible, but only to the extent such reimbursement does not cause the Company’s operating expenses, excluding organization and offering expenses, management fees and  incentive fees payable to the Adviser, financing fees and interest, brokerage commissions and extraordinary expenses to exceed 1.5% of net assets attributable to shares of common stock after taking such payment into account.





If an Expense Support Payment has not been reimbursed prior to the end of the third fiscal year following the date such Expense Support Payment was made, the Company’s obligation to pay such Expense Support Payment shall automatically terminate, and be of no further effect.





The Company has recorded $1.6 million and $0.9 million as due from affiliate on the consolidated statements of assets and liabilities as of December 31, 2012 and December 31, 2011 , respectively, which reflects the netting of amounts due from the Adviser and affiliates and amounts due from the Company. On August 24, 2012, the Adviser made a payment to the Company in the amount of $1.1 million for $1.3 million of offering costs and operating expenses pursuant to the Expense Support Agreement netted against $0.2 million due from the Company to the Adviser as reimbursement for payments made by the Adviser on behalf of the Company. As of December 31, 2012 , the Adviser had assumed on a cumulative basis, $0.3 million of offering costs and $1.0 million of operating expenses pursuant to the Expense Support Agreement. As of December 31, 2011, the Adviser had assumed on a cumulative basis, $0.1 million of offering costs pursuant to the Expense Support Agreement.














F- 26


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Presented below is a summary of Expense Support Payments as of December 31, 2012, and the associated dates on which reimbursements of such Expense Support Payments expire (dollars in thousands).





Date of Expense Support PaymentsExpense Support PaymentsDate Reimbursement of Expense Support Payments ExpireAugust 24, 2012$1,293December 31, 2015Total$1,293





Offering Costs





Pursuant to the Advisory Agreement, the Company and the Adviser have agreed that the Company will not be liable for offering expenses to the extent that, together with all prior offering expenses, the amounts exceed 1.5% of the aggregate gross proceeds from the Company’s on-going offering. As of December 31, 2012 , offering costs in the amount of $1.6 million have been incurred in excess of the 1.5% limit and are the responsibility of the Adviser; however, the Company may, but is not obligated to, pay certain amounts back to the Adviser over time. As of December 31, 2011, offering costs in the amount of $0.9 million have been incurred in excess of the 1.5% limit and are the responsibility of the Adviser; however, the Company may, but is not obligated to, pay certain amounts back to the Adviser over time.





Note 5 — Borrowings





In January 2011, the Company entered into an agreement to obtain a revolving line of credit in the amount of $10.0 million with Main Street Capital Corporation ("Main Street"). The line was available to the Company until January 2013 and permitted the Company to periodically draw on the available funds to purchase securities or pay certain expenses. The line of credit had a variable interest rate based on the London Interbank Offered Rate ("LIBOR") plus 3.50% .  On July 24, 2012, the Company used working capital and certain proceeds from the total return swap of its subsidiary, 405 Sub, to repay all of the obligations under the Company's credit facility with Main Street. The Company was not required to pay any prepayment penalty in connection with such repayment. The Company expensed all remaining deferred financing costs associated with the Company's credit facility with Main Street. For the years ended December 31, 2012 and December 31, 2011 the Company incurred interest expense related to the outstanding borrowings on the credit facility with Main Street in the amount of $0.2 million and $0.05 million, respectively. For the period from May 5, 2010 (Inception) to December 31, 2010, the Company incurred no interest expense on the credit facility with Main Street since there were no outstanding borrowings during the period.





On July 24, 2012, the Company, through a newly-formed, wholly-owned special purpose financing subsidiary, Funding I, entered into the Credit Facility with Wells Fargo and U.S. Bank National Association, as collateral agent, account bank and collateral custodian. The Credit Facility provides for borrowings in an aggregate principal amount of up to $50.0 million on a committed basis, with a term of 48 months.





The Company may contribute cash or loans to Funding I from time to time to retain a residual interest in any assets contributed through its ownership of Funding I or will receive fair market value for any loans sold to Funding I. Funding I may purchase additional loans from various sources. Funding I has appointed the Company as servicer to manage its portfolio of loans. Funding I's obligations under the Credit Facility are secured by a first priority security interest in substantially all of the assets of Funding I, including its portfolio of loans. The obligations of Funding I under the Credit Facility are non-recourse to the Company.





The Credit Facility will be priced at the one month maturity LIBOR, with no LIBOR floor, plus a spread ranging between 2.00% and 2.75% per annum, depending on the composition of the portfolio of loans owned by Funding I for the relevant period. Interest is payable quarterly in arrears. Funding I will be subject to a non-usage fee to the extent the aggregate principal amount available under the Credit Facility has not been borrowed. The non-usage fee per annum for the first six months is 0.50%; thereafter, the non-usage fee per annum is 0.50% and 2.0%, if the unused balance of the Credit Facility is less than or exceeds 20% of the available facility, respectively. For the year ended December 31, 2012 , the Company incurred $0.07 million of non-usage fees. Any amounts borrowed under the Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable in July 2016.





F- 27


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Borrowings under the Credit Facility are subject to compliance with a borrowing base, pursuant to which the amount of funds advanced to Funding I varies depending upon the types of loans in Funding I's portfolio. As of December 31, 2012 , the Company was in compliance with regards to the Credit Facility covenants. The Credit Facility may be prepaid in whole or in part, subject to customary breakage costs. In the event that the Credit Facility is terminated prior to the first anniversary, an additional amount is payable to Wells Fargo equal to 2.00% of the maximum amount of the Credit Facility.





The Credit Facility contains customary default provisions for facilities of this type pursuant to which Wells Fargo may terminate the rights, obligations, power and authority of the Company, in its capacity as servicer of the portfolio assets under the Credit Facility, including, but not limited to, non-performance of Credit Facility obligations, insolvency, defaults of certain financial covenants and other events with respect to the Company that may be adverse to Wells Fargo and the secured parties under the Credit Facility.





In connection with the Credit Facility, Funding I has made certain representations and warranties, is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities and is subject to certain customary events of default. Upon the occurrence and during the continuation of an event of default, Wells Fargo may declare the outstanding advances and all other obligations under the Credit Facility immediately due and payable. During the continuation of an event of default, Funding I must pay interest at a default rate.





Borrowings of Funding I will be considered borrowings of the Company for purposes of complying with the asset coverage requirements under the 1940 Act, applicable to business development companies.





As of December 31, 2012 , the Company had deferred financing costs of $0.8 million, net of accumulated amortization of $0.09 million in connection with the Credit Facility with Wells Fargo. At December 31, 2012 , $ 33.9 million was drawn on the Credit Facility with Wells Fargo. For the year ended December 31, 2012 , the Company incurred interest expense related to the outstanding borrowings on the Credit Facility with Wells Fargo in the amount of $0.2 million. For the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010, the Company had no deferred financing costs and incurred no interest expense on the Credit Facility with Wells Fargo since there were no outstanding borrowings during the period.


The weighted average annualized interest cost for all borrowings for the years ended December 31, 2012 and 2011 were 2.73% and 3.73%, respectively. The average debt outstanding for the years ended December 31, 2012 and 2011 were $13.8 million and $3.7 million, respectively. The maximum debt outstanding for the year ended December 31, 2012 and 2011 were $33.9 million and $5.9 million, respectively.





The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, due to affiliates and accounts payable approximate their carrying value on the accompanying statements of assets and liabilities due to their short-term nature. The fair values of the Company’s remaining financial instruments that are not reported at fair value on the accompanying statements of assets and liabilities are reported below (amounts in thousands):





LevelCarrying Amount at December 31, 2012Fair Value at December 31, 2012Revolving Credit Facility3$33,907$33,907





LevelCarrying Amount at December 31, 2011Fair Value at December 31, 2011Revolving Credit Facility3$5,900$5,900





























F- 28


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Note 6 — Total Return Swap





On July 13, 2012, the Company, through its wholly-owned subsidiary, 405 Sub, entered into a TRS with Citi, which was amended on October 17, 2012 and December 7, 2012, to increase the aggregate market value of the portfolio of loans selected by 405 Sub.





A total return swap is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate. The TRS effectively adds leverage to the Company's portfolio by providing investment exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. The TRS enables the Company, through its ownership of 405 Sub, to obtain the economic benefit of owning the loans subject to the TRS, without actually owning them, in return for an interest-type payment to Citi.





The obligations of 405 Sub under the TRS are non-recourse to the Company and the Company's exposure to the TRS is limited to the amount that it contributes to 405 Sub in connection with the TRS. Generally, that amount will be the amount that 405 Sub is required to post as cash collateral for each loan (which in most instances is approximately 25% of the market value of a loan at the time that such loan is purchased). The cash collateral on deposit as of December 31, 2012 was $19.2 million. As amended, the TRS provides that 405 Sub may select a portfolio of loans with a maximum aggregate market value (determined at the time such loans become subject to the TRS) of $150.0 million.





405 Sub pays interest to Citi for each loan at a rate equal to one-month LIBOR plus 1.25% per annum. Upon the termination or repayment of any loan selected by 405 Sub under the Agreement, 405 Sub may deduct the appreciation of such loan's value from any interest owed to Citi or pay the depreciation amount to Citi in addition to remaining interest payments.





Citi may terminate any individual loan on or after July 13, 2015. However, if at any time, any particular loan fails to meet certain criteria set forth in the TRS, and such failure continues for 30 days, Citi will have the right to terminate that loan or the entire agreement with at least 10 days' notice and 405 Sub would be required to pay certain breakage costs to Citi. 405 Sub may terminate the TRS prior to July 13, 2015 but would be required to pay certain termination fees.





At December 31, 2012, the receivable and realized gain on the total return swap on the consolidated statements of assets and liabilities and consolidated statements of operations consisted of the following (dollars in thousands):





Net ReceivableNet Realized GainsInterest and other income from TRS portfolio$1,066$1,696BDCA TRS interest expense(198)(293)Gains on TRS asset sales418555Net realized gain from TRS$1,286$1,958





The Company did not have a TRS prior to July 13, 2012.





The Company valued its TRS in accordance with the agreements between 405 Sub and Citi, which collectively established the TRS and are collectively referred to herein as the TRS Agreement. Pursuant to the TRS Agreement, the value of the TRS is based on the increase or decrease in the value of the loans underlying the TRS, together with accrued interest income, interest expense and certain other expenses incurred under the TRS. The loans underlying the TRS are valued by Citi. Citi bases its valuation primarily on the indicative bid prices provided by an independent third-party pricing service. Bid prices reflect the highest price that market participants may be willing to pay. These valuations are sent to the Company for review and testing. The Company's management reviews and approves the value of the TRS, as well as the value of the loans underlying the TRS, on a quarterly basis as part of their quarterly valuation process. To the extent the Company's management has any questions or concerns regarding the valuation of the loans underlying the TRS, such valuations will be discussed or challenged pursuant to the terms of the TRS.





F- 29


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


The fair value of the TRS is reflected as an unrealized gain or loss on the total return swap on the consolidated statements of assets and liabilities. The change in value of the TRS is reflected in the consolidated statements of operations as net unrealized appreciation (depreciation) on the total return swap.


As of December 31, 2012, the fair value of the TRS was $0.4 million.





As of December 31, 2012, 405 Sub had exposure to 17 underlying loans with a total notional amount of $71.7 million and posted $19.2 million in cash collateral held by Citibank, which is reflected in cash collateral on deposit with custodian on the consolidated statements of assets and liabilities.





For purposes of the asset coverage ratio test applicable to the Company as a BDC, the Company has agreed with the staff of the SEC to treat the outstanding notional amount of the TRS, less the initial amount of any cash collateral posted by 405 Sub under the TRS, as a senior security for the life of that instrument. The Company may, however, accord different treatment to the TRS in the future in accordance with any applicable new rules or interpretations adopted by the staff of the SEC.





Further, for purposes of Section 55(a) under the 1940 Act, the Company has agreed with the staff of the SEC to treat each loan underlying the TRS as a qualifying asset if the obligor on such loan is an eligible portfolio company and as a non-qualifying asset if the obligor is not an eligible portfolio company. The Company may, however, accord different treatment to the TRS in the future in accordance with any applicable new rules or interpretations adopted by the staff of the SEC.





The following is a summary of the underlying loans subject to the TRS as of December 31, 2012 (dollars in thousands):


Underlying LoanIndustryInvestment Coupon Rate, Maturity DatePrincipalNotional AmountMarket ValueUnrealized Appreciation (Depreciation)Senior Secured First Lien DebtAmerican Dental Partners, Inc.Healthcare & PharmaceuticalsL+5.75%, 2/9/20183,4403,2343,234—Clover Technologies Group, LLCEnvironmental IndustriesL+5.50%, 5/7/20184,9364,8994,893(6)Corner Investment Propco, LLCHotel, Gaming & LeisureL+9.75%, 11/1/20195,0004,9004,91919DS Waters of America, Inc.Beverage, Food & TobaccoL+9.00%, 8/22/20172,4872,5092,55041eResearch Technology, Inc.Healthcare & PharmaceuticalsL+6.50%, 7/11/20182,4942,3942,46268Hearthside Food Solutions, LLCBeverage, Food & TobaccoL+5.25%, 5/30/20175,4925,4675,458(9)Hudson Products Holdings, Inc.Capital EquipmentL+5.75%, 6/7/20173,5003,4653,50439Ikaria Acquisition, Inc.Healthcare & PharmaceuticalsL+6.50%, 9/15/20174,4894,4664,50539Jackson Hewitt, Inc.Services: BusinessL+8.50%, 9/27/20175,0004,8004,82525Jacobs Entertainment, Inc.Hotel, Gaming & LeisureL+5.00%, 10/30/20183,9903,9303,95020K2 Pure Solutions Nocal, L.P.Chemicals, Plastics & RubberL+7.75%, 9/10/20152,4992,4872,474(13)Northfield Park Associates, LLCHotel, Gaming & LeisureL+7.75%, 11/1/20185,0004,9005,000100Pinnacle Operating Corp.Chemicals, Plastics & RubberL+5.50%, 11/15/20183,9903,8703,90030Plato Learning, Inc.Media: Advertising, Printing & PublishingL+6.00%, 5/10/20181,9501,9431,931(12)Premier Dental Services, Inc.Healthcare & PharmaceuticalsL+7.00%, 11/1/20185,0004,8504,86313United Central Industrial Supply Company, LLCMetals & MiningL+6.25%, 9/28/20185,0004,8004,800—St. George's University Scholastic Services, LLCServices: BusinessL+7.00%, 12/15/20179,0008,8208,85434Sub Total Senior Secured First Lien Debt$71,734$72,122$388Total$71,734$72,122$388








F- 30


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Note 7 — Commitments and Contingencies





Litigation





In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.





Indemnifications





In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote.





Note 8 — Economic Dependency





Under various agreements, the Company has engaged or will engage the Adviser and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issuance, as well as other administrative responsibilities for the Company including accounting services and investor relations.





As a result of these relationships, the Company is dependent upon the Adviser and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.





Note 9 — Common Stock





On August 25, 2011, the Company had raised sufficient funds to break escrow on its IPO and through December 31, 2012 , the Company sold 15.0 million shares of common stock for gross proceeds of $152.8 million , including shares purchased by the Sponsor and shares issued under the DRIP. As of December 31, 2012, the Company had repurchased 0.03 million shares of common stock for payments of $0.3 million.





The following table reflects the common stock activity for the year ended December 31, 2012 (dollars in thousands except share amounts):





SharesValueShares Sold13,833,715$141,520Shares Issued through DRIP227,3822,181Share Repurchases(25,731)(261)14,035,366$143,440





The following table reflects the common stock activity for the year ended December 31, 2011 (dollars in thousands except share amounts):





SharesValueShares Sold900,265$9,000Shares Issued through DRIP7,58470Share Repurchases——907,849$9,070








F- 31


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


See Note 12 - Distribution in the Company's notes to consolidated financial statements included in this report regarding a common stock distribution declared on March 29, 2012.





Note 10 — Share Repurchase Program





The Company intends to conduct quarterly tender offers pursuant to its share repurchase program. The Company’s board of directors will consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase shares and under what terms:





•the effect of such repurchases on the Company's qualification as a RIC (including the consequences of any necessary asset sales);


•the liquidity of the Company's assets (including fees and costs associated with disposing of assets);


•the Company's investment plans and working capital requirements;


•the relative economies of scale with respect to the Company's size;


•the Company's history in repurchasing shares or portions thereof; and


•the condition of the securities markets.





The Company currently intends to limit the number of shares to be repurchased during any calendar year to the number of shares it can repurchase with the proceeds it receives from the sale of shares under its DRIP. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from liquidation of securities investments as of the end of the applicable period to repurchase shares. In addition, as of December 31, 2012, the Company will limit the number of shares to be repurchased in any calendar year to 10% of the weighted average number of shares outstanding in the prior calendar year, or 2.5% in each quarter, though the actual number of shares that the Company offers to repurchase may be less in light of the limitations noted above. The Company will offer to repurchase such shares on each date of repurchase at a price equal to 92.5% of the share price in effect on each date of repurchase, which will be determined in the same manner that the Company determined the offering price per share for purposes of its continuous public offering. The Company’s board of directors may amend, suspend or terminate the repurchase program at any time upon 30 days’ notice. The first such tender offer commenced on September 12, 2012 and was completed on October 8, 2012. Upon completion of its first quarterly tender offer, on October 8, 2012, the Company repurchased 0 shares at the offered price of $9.7125 per share for aggregate consideration totaling $0. During the year ended December 31, 2012, the Company repurchased 0 shares through its tender offer.





During the year ended December 31, 2012, the Company repurchased 0.03 million shares for an aggregate amount of $0.3 million related to death and disability. During the year ended December 31, 2011, the Company did not repurchase any shares.





















































F- 32


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Note 11 — Net Increase in Net Assets





Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The Company had no potentially dilutive securities as of December 31, 2012, 2011 and 2010.





The following information sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets per share from operations for the years ended December 31, 2012 and 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 (dollars in thousands except share and per share amounts):





For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Basic and dilutedNet increase (decrease) in net assets from operations$9,500$137$(8)Weighted average common shares outstanding*6,987,287214,64022,222Net increase (decrease) in net assets resulting from operations per share - basic and diluted*$1.36$0.64$(0.35)





*Per share information - basic and diluted and weighted average common shares outstanding for the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.





On May 1, 2012, the Company announced that it was increasing its public offering price per share from $10.26 to $10.44, which became effective for shares purchased in the bi-monthly closing on June 1, 2012.





On August 14, 2012, the Company announced that it was increasing its public offering price per share from $10.44 to


$10.50, which became effective for shares purchased in the bi-monthly closing on September 4, 2012.





On September 24, 2012, the Company announced that it was increasing its public offering price per share from $10.50


to $10.60, which became effective for shares purchased in the bi-monthly closing on October 16, 2012.





On October 15, 2012, the Company announced that it was increasing its public offering price per share from $10.60 to $10.70, which became effective for shares purchased in the bi-monthly closing on November 1, 2012.





Note 12 — Distributions





The Company has declared and paid cash distributions to stockholders on a monthly basis since it commenced operations. From time to time, the Company may also pay interim distributions at the discretion of its board of directors. The Company may fund its cash distributions to stockholders from any sources of funds available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets and non-capital gains proceeds from the sale of assets. The Company’s distributions may exceed its earnings, especially during the period before the Company has substantially invested the proceeds from its IPO. As a result, a portion of the distributions the Company will make may represent a return of capital for tax purposes.  As of December 31, 2012 , the Company had accrued $1.02 million in stockholder distributions that were unpaid. As of December 31, 2011, the Company had accrued $0.06 million in stockholder distributions that were unpaid.




















F- 33


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


The following table reflects the cash distributions per share that we have paid on our common stock to date (dollars in thousands except per share amounts):





Record DatePayment DatePer shareDistributions Paid in CashDistributions Paid Through the DRIPTotal Distributions Paid2011:September 30, 2011October 3, 2011$0.07$13$13$26October 31, 2011November 1, 20110.07201434November 30, 2011December 1, 20110.06251742December 31, 2011January 3, 20120.06352156$93$65$1582012:January 31, 2012February 1, 2012$0.06$47$26$73February 29, 2012March 1, 20120.068034114March 31, 2012April 2, 20120.0611848166April 30, 2012May 1, 20120.0615765222May 31, 2012June 1, 20120.0728991380June 30, 2012July 2, 20120.06313113426July 31, 2012August 1, 20120.07361146507August 31, 2012September 4, 20120.07394173567September 30, 2012October 1, 20120.06429203632October 31, 2012November 1, 20120.07505247752November 30, 2012December 3, 20120.07612287899December 17, 2012December 27, 20120.099174621,379December 31, 2012January 2, 20130.076823411,023$4,904$2,236$7,1402013:January 31, 2013February 1, 2013$0.07$787$396$1,183$787$396$1,183





The following table reflects the stock distributions per share that the Company declared on its common stock to date:





Date DeclaredRecord DatePayment DatePer ShareDistribution PercentageShares IssuedMarch 29, 2012May 1, 2012May 2, 2012$0.050.49%25,709





The Company has not established any limit on the extent to which it may use borrowings, if any, or proceeds from its IPO to fund distributions (which may reduce the amount of capital it ultimately invests in assets). There can be no assurance that the Company will be able to sustain distributions at any particular level.





On March 1, 2012, the price for newly-issued shares under the DRIP issued to stockholders was changed from 95% to 90% of the stock price that the shares are sold in the offering as of the date the distribution is made.

















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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (dollars in thousands)


Note 13 — Income Tax Information and Distributions to Stockholders





The tax character of distributions for the fiscal years ended December 31, 2012 and 2011 were as follows (dollars in thousands):


20122011Ordinary income distributions$7,141100%$158100%Capital gains distributions————Total distributions$7,141100%$158100%





During 2012, the Company made a non-taxable stock distribution of $0.3 million.





For the years ended December 31, 2012 and 2011, the reconciliation of net increase in net assets resulting from operations to taxable income is as follows (dollars in thousands):


20122011Book income from operating activities$9,500137Net unrealized (gain) / loss on investments(1,657)23Amortization of market discount(30)—Taxable income before deductions for distributions paid$7,813160





As of December 31, 2012 and 2011, the components of accumulated gain and losses on a tax basis were as follows (dollars in thousands):


20122011Undistributed ordinary income / (loss)$696$(6)Undistributed long-term net capital gains——Total undistributed net earnings696(6)Net unrealized gain / (loss) on investments1,634(23)Total undistributed (undistributable) taxable income$2,330$(29)





During 2012, as a result of permanent book-to-tax differences, the Company increased accumulated under / (over) distributed net investment income and decreased paid-in capital in excess of par value by $0.3 million. Aggregate stockholders’ equity was not affected by this reclassification.





Tax information for the fiscal year ended December 31, 2012 is an estimate and will not be finally determined until the Company files its 2012 tax return.





The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes , nor did the Company have any unrecognized tax benefits as of the periods presented herein. Although the Company files federal and state tax returns our major tax jurisdiction is federal. The Company's inception-to-date federal tax years remain subject to examination by the Internal Revenue Service.





There were no deferred tax assets or liabilities as of December 31, 2012 or 2011.





As of December 31, 2012, the Company had a $30 thousand difference between book basis and tax basis cost of investments due to amortization of market discounts. The Company did not have a difference between book basis and tax basis cost of investments as of December 31, 2011.




















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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Note 14 — Financial Highlights





The following is a schedule of financial highlights for the years ended December 31, 2012 , 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010:





For the Year Ended December 31,For the Year Ended December 31,For the Period from May 5, 2010 (Inception) to December 31,201220112010Per share data*:Net asset value, beginning of period$9.00$8.60$—Results of operations(1)Net investment income (loss)0.630.74(0.35)Net realized and unrealized appreciation (depreciation) on investments0.39(0.10)—Net realized and unrealized appreciation on total return swap0.34——Net increase (decrease) in net assets resulting from operations1.360.64(0.35)Stockholder distributions(2)Distributions from net investment income(0.82)(0.73)—Distributions from net realized gain on investments and total return swap(0.24)——Net decrease in net assets resulting from stockholder distributions(1.06)(0.73)—Capital share transactionsIssuance of common stock(3)0.390.548.95Repurchases of common stock(4)———Offering costs(0.28)(0.05)—Net increase in net assets resulting from capital share transactions0.110.498.95Net asset value, end of period$9.41$9.00$8.60Shares outstanding at end of period14,943,215912,29722,331Total return(6)15.19%7.66%(3.89)%Ratio/Supplemental data:Net assets, end of period (in thousands)$140,685$8,207$192Ratio of net investment income to average net assets(5)(8)5.51%5.38%(8.20)%Ratio of operating expenses to average net assets(5)(8)3.12%5.05%8.20%Ratio of incentive fees to average net assets(8)0.50%2.26%—%Ratio of credit facility related expenses to average net assets(8)0.85%4.03%—%Portfolio turnover rate(7)158.35%1.49%—%





*Per share information and weighted average common shares outstanding for the year ended December 31, 2011 and for the period from May 5, 2010 (Inception) to December 31, 2010 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.














F- 36


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


_____________________


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The per share data was derived by using the weighted average shares outstanding during the period. Net investment income per share excluding the expense waiver and reimbursement equals$1.09for the year endedDecember 31, 2012. Net investment income per share excluding the expense waiver and reimbursement equals ($3.17) for the year endedDecember 31, 2011. There was no expense waiver or reimbursement for the period from May 5, 2010 (Inception) to December 31, 2010.




|    |                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------
|(2) | The per share data for distributions reflects the actual amount of distributions declared per share during the period.




|    |                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock in the Company’s continuous offering.




(4) The per share impact of the Company's repurchases of common stock is a reduction to net asset value of less than


$0.01 per share during the year ended December 31, 2012. The Company had no repurchases in 2011 and 2010.





(5) For the year ended December 31, 2012 , excluding the expense waiver and reimbursement, the ratio of net investment


income and operating expenses to average net assets is 3.17% and 5.47% , respectively. For the year ended December 31, 2011 , the ratio of net investment income and operating expenses to average net assets was (22.26)% and 32.69% respectively. For the period from May 5, 2010 (Inception) to December 31, 2010, there was no expense waiver and reimbursement.





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. The total return based on net asset value for the year endedDecember 31, 2012, includes the effect of the expense waiver and reimbursement which equaled2.35%. The total return based on net asset value for the year endedDecember 31, 2011, includes the effect of the expense waiver and reimbursement which equaled 27.64%. For the period from May 5, 2010 (Inception) to December 31, 2010, there was no expense waiver and reimbursement.




(7) Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested


assets at fair value.  Not annualized.





(8) Ratios are annualized.







































































F- 37


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


Note 15 – Selected Quarterly Data (Unaudited)





The following is the quarterly results of operations for the year ended December 31, 2012 and 2011. The operating results for any quarter are not necessarily indicative of results for any future period (dollars in thousands except share and per share amounts):


Quarter EndedDecember 31, 2012September 30, 2012June 30, 2012March 31, 2012Investment income$3,174$1,974$1,156$610Operating expensesTotal expenses before expense waivers and reimbursements from Adviser1,6081,409782578Less: Waiver of management and incentive fees(88)(798)(477)(248)Less: Expense support reimbursements from Adviser——(189)(77)Total expenses net of expense waivers and reimbursements from Adviser1,520611116253Net investment income1,6541,3631,040357Net realized and unrealized gain on investments and total return swap2,0362,498139413Net increase in net assets resulting from operations$3,690$3,861$1,179$770Per share information - basic and diluted*Net investment income$0.13$0.16$0.21$0.21Net increase in net assets resulting from operations$0.29$0.47$0.23$0.44Weighted average common shares outstanding12,779,7788,297,1785,055,1351,739,161





*Per share information and weighted average common shares outstanding for the quarter ended March 31, 2012 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.


Quarter EndedDecember 31, 2011September 30, 2011June 30, 2011March 31, 2011Investment income$246$62$—$—Operating expensesTotal expenses before expense waivers and reimbursements from Adviser30149011363Less: Waiver of management and incentive fees(72)(44)——Less: Expense support reimbursements from Adviser(131)(571)——Total expenses net of expense waivers and reimbursements from Adviser98(125)11363Net investment income (loss)148187(113)(63)Net realized and unrealized gain (loss) on investments and total return swap(22)———Net increase (decrease) in net assets resulting from operations$126$187$(113)$(63)Per share information - basic and diluted*Net investment income (loss)$0.22$1.26$(5.06)$(2.82)Net increase (decrease) in net assets resulting from operations$0.19$1.26$(5.06)$(2.82)Weighted average common shares outstanding660,264147,57822,22222,222


F- 38


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BUSINESS DEVELOPMENT CORPORATION OF AMERICA
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2012


*Per share information and weighted average common shares outstanding for the quarterly results of operations for the year ended December 31, 2011 have been adjusted to reflect a stock dividend of $0.05 per share declared on March 29, 2012.





Note 16 – Subsequent Events





The Company has evaluated subsequent events through the filing of this Form 10-K and determined that there have been no events that have occurred that would require adjustments to the Company’s disclosures in the consolidated financial statements except for the following:





Subsequent to December 31, 2012 through the date of issuance of the financial statements included herein, the Company has purchased 41 debt investments and 2 equity investment with an aggregate face value of $104.5 million for $103.7 million in cash and sold 43 debt investments with an aggregate carrying value of $59.5 million for an aggregate redemption value of $60.1 million in cash  resulting in a realized gain of $0.6 million.





From January 1, 2013 to March 21, 2013, the Company has issued 7.4 million shares of common stock including shares issued pursuant to the DRIP. Total gross proceeds from these issuances including proceeds from shares issued pursuant to the DRIP were $78.4 million .





The Company commenced a tender offer on December 13, 2012, which was completed on January 15, 2013. Upon completion of the tender offer, on January 15, 2013, the Company repurchased 10,732 shares at the offered price of $9.8975 per share for aggregate consideration totaling $106,220.





On February 5, 2013, the Company's board of directors authorized the increase of the Company’s public offering price of its common shares from $10.70 to $10.80 per share. The increase became effective with the Company’s bi-monthly closing scheduled on or about February 18, 2013, and is consistent with the Company’s pricing policy, which ensures that its net offering price per share will not be less than its net asset value per share.





On February 5, 2013, the Company's board of directors authorized an increase to its annualized distribution. The Company will pay distributions at an annualized rate of 7.75%, based upon a public offering price of $10.80 per share, effective with the Company’s bi-monthly closing scheduled on or about February 18, 2013. With each future public offering price increase, the Company intends to sustain a 7.75% annualized distribution rate, subject to further approval by its board of directors.





On February 25, 2013, the Company's board of directors authorized the increase of the Company's public offering price of its common shares from $10.80 to $10.90 per share. The increase became effective with the Company's bi-monthly closing scheduled on or about March 1, 2013, and is consistent with the Company's pricing policy, which ensures that its net offering price per share will not be less than its net asset value per share. The Company's board of directors also approved an increase of the Company's annualized distribution, in order to sustain a 7.75% annualized distribution rate, based upon the increase to the Company's public offering price.








F- 39