Harry S. Pangas
Partner | Washington, D.C.
Harry S. Pangas

With more than 25 years of experience, Harry has developed a deep and broad practice representing business development companies (BDCs), registered closed-end funds (CEFs), interval funds, and tender offer funds in connection with their initial formations and the structuring and distribution of their financial products.  He is also nationally recognized for his knowledge and creativity in negotiating, structuring and executing mergers, joint ventures and other strategic transactions involving BDCs and/or their investment advisers.

Having begun his career at the SEC serving in various roles in the Division of Corporation Finance, he brings a unique insider perspective and knowledge to his work on a daily basis. He regularly counsels BDCs, CEFs, interval funds and tender offer funds on regulatory and compliance matters under the Investment Company Act of 1940 (1940 Act), including navigating the 1940 Act affiliate and joint transaction provisions and obtaining co-investment, multi-class and other exemptive and/or no-action relief from the SEC’s Division of Investment Management.   

Capital Markets

Harry is the head of Dechert’s U.S. Capital Markets Group and 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, baby bond offerings, investment grade debt offerings, convertible debt offerings and rights offerings. To date, he has been involved in more than 150 debt and equity offerings, including 15 IPOs, raising in excess of US$25 billion in gross proceeds.

M&A Transactions, Joint Ventures, Strategic Transactions and Proxy Contests 

Harry represents BDCs and their asset managers in M&A, joint venture and other strategic transactions, including unaffiliated and affiliated BDC mergers, BDC asset manager acquisition transactions, BDC joint venture transactions, modified Dutch tender offers conducted by BDCs or their investment advisers, BDC and CEF initial formation transactions, BDC and CEF anchor investor transactions and proxy contests.  To date, he has been involved in more than 20 strategic transactions and proxy contests in the BDC and CEF space.

Representative Capital Markets Transactions

  • Several BDCs, CEFs and investment banks, including Main Street Capital Corporation, TriplePoint Venture Growth BDC Corp., Oxford Lane Capital Corp., Oxford Square Capital Corp., Raymond James & Associates, Inc., Jefferies LLC, and B. Riley Securities, Inc. in ATM offerings
  • TriplePoint Venture Growth BDC Corp., a BDC, in connection with its private offering of US$200.0 million of unsecured notes
  • Oppenheimer & Co. Inc., which acted as the lead underwriter, in connection with a US$74.75 million investment grade debt offering by Gladstone Investment Corporation
  • Main Street Capital Corporation, a BDC, in a US$175 million institutional bond offering 
  • Runway Growth Finance Corp., a BDC, in its underwritten public offering of US$45 million unsecured notes
  • Raymond James & Associates, Inc., which acted as the lead underwriter, in connection with the underwritten public offering by Capital Southwest Corporation of US$46.0 million of shares of its common stock
  • Portman Ridge Finance Corporation, a BDC, in connection with the issuance of US$80 million of unsecured notes in a Rule 144A offering
  • Raymond James & Associates, Inc., which acted as the lead underwriter, in connection the offering by Gladstone Capital Corporation of US$50.0 million unsecured notes due 2026
  • 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
  • Raymond James & Associates, Inc., which acted as the lead underwriter, in connection the public offering by Monroe Capital Corporation of US$130.0 million institutional notes
  • 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
  • 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
  • Solar Capital LLC, a private investment fund, in a US$660 million Rule 144A offering of equity securities
  • Fifth Street Finance Corp., a BDC, in a US$172 million Rule 144A convertible bond offering

Representative M&A Transactions, JVs, Strategic Transactions and Proxy Contests

  • Barings BDC, Inc., a BDC, in its acquisition of MVC Capital, Inc., a BDC
  • The special committee to the board of directors of SLR Investment Corp., a BDC, in connection with its entry in into a merger agreement with SLR Investment Corp., an affiliated BDC
  • Harvest Capital Credit Corporation, a BDC, in its merger with and into Portman Ridge Finance Corporation, a BDC
  • Barings Private Credit Corporation, a BDC, in its joint venture with a Canadian pension fund
  • Main Street Capital Corporation, a BDC, in connection with the entry by its wholly owned investment adviser subsidiary into a definitive asset purchase agreement with the investment adviser to HMS Income Fund (now known as MSC Income Fund Inc.), a BDC, under which the wholly owned investment adviser subsidiary became the sole investment adviser to HMS Income Fund (now known as MSC Income Fund Inc.)
  • Trinity Capital Inc., a BDC, in its joint venture with certain funds and accounts managed by a specialist credit manager
  • MSC Income Fund Inc., a BDC, in its modified Dutch tender offer
  • OHA Investment Corporation, a BDC, in its merger with and into Portman Ridge Finance Corporation, a BDC
  • Capitala Investment Advisors, LLC, an investment adviser to Capitala Finance Corp. (now known as Logan Ridge Finance Corp.), a BDC, in connection with its entry into a definitive asset purchase agreement with an investment adviser affiliate of BC Partners Advisors L.P. pursuant to which the investment adviser affiliate became the investment adviser to Capitala Finance Corp. (now known as Logan Ridge Finance Corp.)
  • Triangle Capital Corporation, a BDC, in connection with its dual asset sale and externalization transaction with an affiliate of Benefit Street Partners L.L.C. and Barings LLC
  • An investment adviser affiliated with BC Partners Advisors L.P. in connection with its entry into an asset purchase agreement with the investment adviser to Resource Credit Income Fund (now known as Alternative Credit Income Fund), an interval fund, pursuant to which it became the new investment adviser to Resource Credit Income Fund (now known as Alternative Credit Income Fund)
  • The independent directors of Ares Capital Corporation in connection with its US$3.4 billion acquisition of American Capital Ltd. 
  • NGP Capital Resources Company (subsequently known as OHA Investment Corp.) in connection with the retention of Oak Hill Advisors, L.P. as its new investment adviser
  • 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.

  • BDC Analyst Roundtable | Monitoring Manager Performance  The 3rd Annual Private Credit Industry Conference on Direct Lending and Middle Market Finance hosted by LSTA DealCatalyst, Ft. Lauderdale, FL (May 9, 2024)
  • Nuts and Bolts of BDCs — LSTA, Webinar (March, 7, 2024)
  • Business, Legal and Regulatory Perspectives Private Credit Forum: BDC and Private Credit Year-End Update, Presented by Deloitte, Lincoln International and Dechert LLP — New York, NY (November 15, 2023)
  • Private Credit Forum: BDC and Private Credit Mid-Year Update, Presented by Deloitte, Lincoln International and Dechert LLP — Virtual Program (May 19, 2021) 
  • Permanent and Private Capital in the Time of COVID-19: Where We've Been and Where We're Going — Dechert LLP, Virtual Conference (August 20, 2020)
  • Private Credit Forum: BDC and Private Credit Mid-Year Update, Presented by Deloitte, Lincoln International and Dechert LLP — Virtual Program (June 25, 2020)
  • Disclosures and Communications with U.S. Fund Investors in the Current Environment — Dechert LLP, Webinar (April 7, 2020)
  • Retail Funds and Business Development Companies, 21st Annual International Conference on Private Investment Funds — London, UK (March 9, 2020)
  • Keys to Analyzing the Risk & Opportunities in BDCs, Active Investment Company Alliance (AICA) — New York, NY (November 6, 2019) 
  • Stout Portfolio Valuation Summit — New York, NY (October 29, 2019) 
  • Trends in Business Development Companies, RSM — New York, NY (June 25, 2019)
  • Private Credit Forum: BDC and Private Credit Mid-Year Update, Presented by Deloitte, Lincoln International and Dechert LLP — San Francisco, CA (May 9, 2019)
  • Keeping Up With Defining and Allocating to a Rapidly Evolving Asset Class, Private Debt Investor’s Capital Structure Forum — London (October 23-24, 2018) 

 

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