HOUSTON and KINGSTON, N.J., Jan. 27, 2016 /PRNewswire/ -- Princeton Capital Corporation (OTC:PIAC) ("Princeton" or the "Company") today announced that on January 19, 2016, the Company, Princeton Advisory Group, Inc., Gregory J. Cannella, Munish Sood, Thomas Jones, Jr. and Trennis L. Jones (collectively, the "Settling Defendants") on the one hand, entered into a settlement agreement ("Settlement Agreement") with Capital Link Fund I, LLC, CT Horizon Legacy Fund, LP, Capital Point Partners, LP and Sema4, Inc. (collectively, the "Plaintiffs") on the other hand. Capital Point Partners, LP is the Company's largest stockholder.
Subject to the terms and conditions contained therein, the Settlement Agreement settles between the Plaintiffs and the Settling Defendants the disputes described in the lawsuit captioned Capital Link Fund I, LLC, et al. v. Capital Point Management, LP, et al., C.A. No. 11483-VCN (the "Litigation"). No monies were paid or exchanged by any of the parties as a part of the settlement and none of the parties admitted any wrongdoing.
Prior to and in connection with the Settlement Agreement, the board of directors of the Company (the "Board") authorized the Company entering into the Settlement Agreement and the transactions contemplated by the Settlement Agreement, including the following actions:
i. increasing the size of the Board
from five (5) directors to six
(6) directors with such vacancy
to be designated as a Class III
Director, with a term expiring
2017;
ii. appointing two additional
independent directors, Darren
Stainrod and Martin Laidlaw (the
"Capital Point Independent
Directors") to the Board, as
Class I and Class III Directors,
and appointing at least one
Capital Point Independent
Director to each committee and
subcommittee of the Board;
iii. replacing Jackson as Chairman of
the Board with Darren Stainrod
(the "New Chairman");
iv. terminating the Investment
Advisory Agreement, dated as of
March 13, 2015 (the "Current
Investment Advisory Agreement"),
between the Company and Princeton
Investment Advisors, LLC ("PIA"),
with such termination to be
effective on the later of (x)
sixty (60) days after written
notice of such termination is
received by PIA and (y) the date
a new investment advisory
agreement is approved and adopted
by the stockholders of the
Company (whereupon that License
Agreement, dated as of March 13,
2015 between the Company and PIA
shall thereupon automatically
terminate);
v. conditionally approving and
adopting a new Investment
Advisory Agreement (the "New
Investment Advisory Agreement"),
between the Company and Princeton
Group, and recommending its
approval by the stockholders of
the Company at the Annual Meeting
(as defined below);
vi. amending the Bylaws of the Company
to provide that, from and after
January 18, 2016 until the Annual
Meeting, (x) a quorum of the
Board shall require both a
majority of the directors and the
presence of at least one of the
Capital Point Independent
Directors, (y) no committee or
subcommittee of the Board may be
constituted without the inclusion
of at least one of the Capital
Point Independent Directors, and
(z) no committee or subcommittee
of the Board of Directors may
take any action (whether by
written consent or at a meeting),
unless at least one of the
Capital Point Independent
Directors approves or otherwise
votes in favor of such action.
The amended Bylaws also provide
that only the Nominating and
Corporate Governance Committee
(or, as permitted by applicable
law and in accordance with the
Bylaws, the stockholders of the
Company) may nominate any persons
for election as directors of the
Company; and
vii. directing that an annual meeting
of the stockholders of the
Company be called upon a date not
later than 120 days after January
19, 2016, for the purposes set
forth in the Settlement
Agreement, including the election
to the Board of Mr. Mark DiSalvo
and Mr. Greg Bennett.
Concurrently with the execution of the Settlement Agreement by the parties, Thomas Jones, Jr. and Trennis L. Jones resigned as directors of the Company effective as of one business day after the date on which the stockholders of the Company approve all of the Governance Matters (as defined below). The Chief Financial Officer of the Company, Gregory J. Cannella also resigned as a director, officer, manager, employee and/or consultant of the Company and each of its portfolio companies effective as of one business day after the date on which the stockholders of the Company approve all of the Governance Matters.
Pursuant to the Settlement Agreement, the Company shall call an annual meeting of stockholders of the Company (the "Annual Meeting") for the purpose of such stockholders voting on, among other things, (i) the election of one of the Capital Point Independent Directors and Mark DiSalvo as Class I Directors and the other Capital Point Independent Director and Greg Bennett as Class III Directors of the Company, (ii) the approval of the New Investment Advisory Agreement, (iii) subject to review and approval of Articles of Amendment (and the Board advising approval to the stockholders of the Company), the approval of the certain amendments to the charter of the Company, and (iv) such other matters as may be designated by the New Chairman (the matters set forth in the foregoing clauses (i) through (iv), the "Governance Matters").
In connection with the foregoing, the Plaintiffs agreed to stay the Litigation against the Settling Defendants and promptly following the date on which the Company's stockholders approve all of the Governance Matters, the Plaintiffs agreed to dismiss with prejudice the Litigation against the Settling Defendants and a former director, Martin Tuchman, in each case, subject to the satisfaction of certain conditions set forth in the Settlement Agreement.
Furthermore, pursuant to the Settlement Agreement and subject to certain conditions and limitations, the Settling Defendants are granting a release of claims against each Capital Point Party and, also pursuant to the Settlement Agreement and subject to certain conditions and limitations, the Company and the Capital Point Parties are granting a release of claims against the Mr. Jones, Mr. Jones Jr. and Mr. Sood and Princeton Advisory Group.
About Princeton Capital Corporation
Princeton Capital Corporation is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Princeton Capital Corporation's investment objective is to maximize the total return to our stockholders in the form of current income and capital appreciation through the debt securities and related equity investments. The Company's investment activities are currently managed by its Investment Adviser, Princeton Investment Advisors, LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
Forward-Looking Statements
Statements included herein may constitute "forward-looking statements," which relate to future events or our future performance or financial condition. These forward-looking statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the U.S. Securities and Exchange Commission. Princeton Capital Corporation undertakes no duty to update any forward-looking statements made herein. All forward-looking statements speak only as of the time of this press release.
Contact:
Joy Sheehan
Princeton Capital Corporation
jsheehan@princetonadv.com
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SOURCE Princeton Capital Corporation
