Harry S. Pangas

Harry-Pangas

Harry S. Pangas

Partner

Washington, D.C. | 1900 K Street, NW, Washington, DC, United States of America 20006-1110
+1 202 261 3466 | +1 202 261 3333

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With more than 20 years of securities regulatory and capital markets experience, Harry S. Pangas has developed a deep and broad practice representing business development companies (BDCs), registered closed-end funds (CEFs), private investment funds, blockchain and cryptocurrency companies, and other financial services firms in connection with a range of securities regulatory and transactional matters.

Having begun his career at the SEC serving in various roles in the Division of Corporation Finance, Mr. Pangas brings a unique insider perspective and knowledge to his work on a daily basis. He regularly counsels BDCs and CEFs on regulatory and compliance matters under the Investment Company Act of 1940 and the Investment Advisers Act of 1940. He advises clients on establishing and operating public and private BDCs and CEFs, and assists alternative investment managers in developing permanent capital structures for their various asset classes. In addition, Mr. Pangas serves as independent counsel to the independent directors of the nation’s largest BDC and has been involved in a large number of strategic transactions and proxy contests in the closed-end fund space.   

Mr. Pangas regularly advises public companies on compliance with ongoing SEC reporting obligations and other securities laws, including Section 16 compliance, Rule 10b5-1 plans, the Sarbanes-Oxley Act, Form S-8, Rule 144 and proxy statement and executive compensation disclosure, as well as the corporate governance listing requirements of the NYSE and Nasdaq.

In addition, Mr. Pangas represents issuers and investment banking firms in connection with public and private offerings of equity and debt securities, including initial public offerings (IPOs), Rule 144A offerings, shelf offerings, at-the-market offerings (ATMs), registered direct offerings, high-yield bond offerings, convertible debt offerings and rights offerings. To date, Harry has been involved in more than 100 debt and equity offerings, including 15 initial public offerings, raising in excess of US$15 billion in gross proceeds.

Prior to joining Dechert, Mr. Pangas was a partner at another global law firm in Washington, D.C. 

Experience

Public Transactions

  • Several BDCs and CEFs, including Main Street Capital Corporation, Harvest Capital Credit Corporation and Oxford Lane Capital Corp in ATMs.
  • Main Street Capital Corporation, a BDC, in a US$175 million institutional bond offering. 
  • Alcentra Capital Corporation, a BDC, in a US$100 million initial public offering.
  • TriplePoint Venture Growth BDC Corp., a BDC, in a US$65 million retail bond offering.
  • Sierra Income Corporation, a non-traded BDC, in up to a US$1.5 billion continuous public offering.
  • Fifth Street Finance Corporation, a BDC, in US$250 million institutional bond offering.
  • Apollo Investment Corporation, a BDC, in US$930 million initial public offering.
  • Fifth Street Finance Corp., a BDC, in a US$140 million initial public offering.
  • Medley Capital Corporation, a BDC, in a US$130 million initial public offering.
  • Stellus Capital Investment Corporation, a BDC, in a US$120 million initial public offering.
  • Prospect Capital Corporation, a BDC, in a US$105 million initial public offering.
  • Main Street Capital Corporation, a BDC, in a US$92 million retail bond offering.
  • Seacoast Banking Corporation of Florida, a bank holding company, in a US$75 million public follow-on offering of equity securities.
  • Medley Capital Corporation, a BDC, in a US$60 million retail bond offering.
  • Main Street Capital Corporation, a BDC, in a US$60 million initial public offering.
  • Saratoga Investment Corp., a BDC, in a US$42 million retail bond offering.
  • KCAP Financial, Inc., a BDC, in a US$40 million retail bond offering.

Private Transactions

  • WENN Digital, Inc. of KODAKCoin, a digital asset, in an up to US$60 million continuous exempt offering.
  • Tri-State Generation and Transmission Association, Inc., an electric cooperative, in a US$500 million Rule 144A/ Regulation S first mortgage bond offering.
  • Solar Capital LLC, a private investment fund, in a US$660 million Rule 144A of equity securities.
  • Oglethorpe Power Corporation, an electric cooperative, in a US$500 million Rule 144A first mortgage bond offering. 
  • Great River Energy, an electric cooperative, in a US$400 million Rule 144A first mortgage bond offering.
  • An insurance holding company in a US$200 million Rule 144A of debt securities.
  • Fifth Street Finance Corp., a BDC, in a US$172 million Rule 144A convertible bond offering.

M&A Transactions and Proxy Contests 

  • Triangle Capital Corporation in connection with its dual asset sale and externalization transaction with an affiliate of Benefit Street Partners L.L.C. and Barings LLC.
  • The independent directors of Ares Capital Corporation in connection with its US$3.4 billion acquisition of American Capital Ltd. 
  • NGP Capital Resources Company (now known as OHA Investment Corp.) in connection with the retention of Oak Hill Advisors, L.P. as its new investment adviser and related transactions.
  • Saratoga Partners in connection with its US$55 million recapitalization of GSC Investment Corp. (now known as Saratoga Investment Corp.).
  • TICC Capital Corp. in connection with its two successful proxy contests.
  • Patriot Capital Funding, Inc. in connection with its sale to Prospect Capital Corporation. 

Includes matters handled at Dechert or prior to joining the firm.

Education
  • Syracuse University, B.A., cum laude
  • Tulane University Law School, J.D., cum laude
Admissions
  • District of Columbia
  • Massachusetts
  • New York
Memberships
  • American Bar Association
  • District of Columbia Bar – Tax Section