80_FR_14086 80 FR 14034 - Small Business Investment Companies-Early Stage

80 FR 14034 - Small Business Investment Companies-Early Stage

SMALL BUSINESS ADMINISTRATION

Federal Register Volume 80, Issue 52 (March 18, 2015)

Page Range14034-14037
FR Document2015-06182

The U.S. Small Business Administration (SBA) is seeking input and comments on its Early Stage Small Business Investment Company (SBIC) initiative, promulgated in the final rule on April 27, 2012. The intent of the initiative was to license and provide SBA leverage to SBICs over a 5-year period (fiscal years 2012 through 2016) that would focus on making investments in early stage small businesses. Although 58 investment funds applied to the program, to date SBA has only licensed 5 Early Stage SBICs. SBA is seeking input from the public to determine whether existing market conditions warrant SBA continuing to license Early Stage SBICs past fiscal year 2016 on an ongoing basis and, if so, what changes should be made to the program to attract qualified early stage fund managers.

Federal Register, Volume 80 Issue 52 (Wednesday, March 18, 2015)
[Federal Register Volume 80, Number 52 (Wednesday, March 18, 2015)]
[Proposed Rules]
[Pages 14034-14037]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-06182]


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SMALL BUSINESS ADMINISTRATION

13 CFR Part 107

RIN 3245-AG68


Small Business Investment Companies--Early Stage

AGENCY: U.S. Small Business Administration.

ACTION: Advance Notice of Proposed Rulemaking (ANPRM).

-----------------------------------------------------------------------

SUMMARY: The U.S. Small Business Administration (SBA) is seeking input 
and comments on its Early Stage Small Business Investment Company 
(SBIC) initiative, promulgated in the final rule on April 27, 2012. The 
intent of the initiative was to license and provide SBA leverage to 
SBICs over a 5-year period (fiscal years 2012 through 2016) that would 
focus on making investments in early stage small businesses. Although 
58 investment funds applied to the program, to date SBA has only 
licensed 5 Early Stage SBICs. SBA is seeking input from the public to 
determine whether existing market conditions warrant SBA continuing to 
license Early Stage SBICs past fiscal year 2016 on an ongoing basis 
and, if so, what changes should be made to the program to attract 
qualified early stage fund managers.

DATES: Comments must be received on or before May 18, 2015.

ADDRESSES: You may submit comments, identified by RIN 3245-AG68, by any 
of the following methods:
     Federal Rulemaking Portal: http://www.regulations.gov. 
Please follow the instructions for submitting comments.
     Mail, Hand Delivery/Courier: Javier Saade, Associate 
Administrator for the Office of Investment and Innovation, U.S. Small 
Business Administration, 409 Third Street SW., Washington, DC 20416.

[[Page 14035]]

    SBA will post comments on this Advance Notice of Proposed 
Rulemaking on http://www.regulations.gov. If you wish to submit 
confidential business information (CBI) as defined in the User Notice 
at http://www.regulations.gov, please submit the information to Theresa 
Jamerson, Office of Investment and Innovation, 409 Third Street SW., 
Washington, DC 20416. Highlight the information that you consider to be 
CBI and explain why you believe this information should be held 
confidential. SBA will review your information and determine whether it 
will make the information public.

FOR FURTHER INFORMATION CONTACT: Theresa Jamerson, Office of Investment 
and Innovation, (202) 205-7563.

SUPPLEMENTARY INFORMATION: 

I. Background Information

    Early Stage Small Business Investment Company Initiative. In the 
Small Business Investment Act of 1958 (the Act), Congress created the 
Small Business Investment Company (SBIC) program to ``stimulate and 
supplement the flow of private equity capital and long-term loan funds 
which small-business concerns need for the sound financing of their 
business operations and for their growth, expansion, and modernization, 
and which are not available in adequate supply. * * *'' 15 U.S.C. 661. 
Congress intended that the program ``be carried out in such manner as 
to insure the maximum participation of private financing sources.'' Id. 
In accordance with that policy, the U.S. Small Business Administration 
(SBA), through the SBIC program, does not invest directly in small 
businesses, but provides leverage to SBICs, privately-owned and 
professionally managed for-profit investment funds licensed by SBA, by 
guaranteeing the payment of debentures issued by SBICs (Debentures). 
These SBICs in turn make loans to, and investments in, qualifying small 
businesses.
    Since Fiscal Year (FY) 2000, the SBIC Debenture program has 
operated at zero subsidy cost, meaning that expected losses to the 
program's portfolio must be fully recouped through the collection of 
SBIC leverage fees in order to keep the program at zero subsidy cost to 
the taxpayer. By statute, SBIC leverage fees include a 1% commitment 
fee, a 2% draw fee, and an annual charge set at the time of commitment 
and paid on outstanding leverage in conjunction with interest payments. 
15 U.S.C. 683(i). The annual charge is formulated each year to keep the 
program at zero subsidy cost, but may not, by statute, exceed 1.38%. 15 
U.S.C. 683(b). Because the standard Debenture (Current Pay Debenture) 
requires semi-annual interest payments, most SBICs structure their 
investments as loans or mezzanine debt to finance later stage small 
businesses with positive operating cash flow so that they can meet 
requisite interest payments.
    On April 27, 2012, SBA published a final rule (77 FR 25042) to 
define a new sub-category of SBICs as part of President Obama's Start-
up America initiative. SBA's intent was to license over a 5-year period 
(fiscal years 2012 through 2016) venture funds focused on early stage 
businesses and to guarantee Debentures in an amount up to one-half of 
each fund's total capitalization. SBA allocated $1 billion of its SBIC 
Debenture leverage authorization over these years to this effort.
    Although SBA has received 58 applications to the Early Stage SBIC 
program, to date, SBA has only licensed 5 Early Stage SBICs due to the 
quality of the application pool and SBA's rigorous licensing standards. 
SBA is seeking input on whether a market need for the program remains 
and, if so, what changes should SBA consider in order to attract Early 
Stage fund managers with successful track records.
    Early Stage SBIC Key Requirements Summary. Current regulations 
identify special requirements for Early Stage SBICs to manage the risk 
associated with these funds investing in seed and early stage 
businesses, including the following:
    (1) Licensing Process--Sec.  107.310: SBA uses a call process 
rather than accepting rolling applications as in the regular SBIC 
program.
    (2) Required Investments--Sec.  107.1120(k): Early Stage SBICs must 
invest at least 50% of aggregate financing dollars into Early Stage 
companies, as defined in Sec.  107.50, but generally defined as 
companies that have not yet achieved positive operating cash flow as of 
the date of the initial investment.
    (3) Minimum Regulatory Capital--Sec.  107.210(3): Early Stage SBICs 
must have at least $20 million in Regulatory Capital (qualifying 
Private Capital as defined in Sec.  107.50).
    (4) Leverage:
    (a) Maximum Leverage--Sec.  107.1150: Early Stage SBICs may qualify 
for leverage up to 100% of Regulatory Capital (also called ``one tier 
of leverage''), not to exceed $50 million.
    (b) SBA Leverage Fees--Sec.  107.1130: All SBICs issuing 
Debentures, including Early Stage SBICs, must pay 3% in up-front fees 
(1% at commitment and 2% at draw) and an additional SBA fee, not to 
exceed 1.38 percent per annum, on outstanding Debentures paid at the 
same time as interest.
    (c) Type of Leverage: Early Stage SBICs may choose from two types 
of leverage both with ten year maturities and subject to Early Stage 
Distribution rules:
    (i) Early Stage Current Pay Debenture: Requires quarterly payments 
for interest and SBA annual fees. Early Stage SBICs choosing to use the 
Current Pay Debenture are required to maintain a 5-year interest 
reserve per Sec.  107.1181. The interest reserve may include unfunded 
commitments or cash reserves which could be funded from Debenture 
proceeds. The interest reserve is intended to provide a pool of funds 
from which Early Stage SBICs can pay interest and annual fees while 
their investments mature.
    (ii) Discounted/Accruing Debenture: Debenture issued at a discount 
of 5 years of annual fees and interest charges, so that the amount owed 
accrues over a 5-year period to face value. After the 5-year period, 
quarterly payments for interest and annual fees must be paid on an 
ongoing basis.
    (5) Distribution Rules--Sec.  107.1180: Before an Early Stage SBIC 
with outstanding leverage may distribute to its investors, it must 
first pay all required SBA interest and charges and any leverage 
principal due at maturity. After those payments are made, if the Early 
Stage SBIC's capital impairment percentage, defined in Sec.  107.1840, 
is 50 percent or more, and the SBIC's leverage ratio (defined as 
outstanding leverage to Leverageable Capital) exceeds 0.5, it must 
repay all outstanding SBIC Debentures before distributing to private 
investors. Otherwise, the Early Stage SBIC must repay SBA leverage, at 
a minimum, pro rata (in proportion) with any distributions returned to 
private investors on a cumulative basis.
    (6) Restrictions on Third-Party Debt--Sec.  107.565: Early Stage 
SBICs must seek SBA's prior written approval before incurring any 
third-party debt, except for accounts payable from routine business 
operations.
    (7) Capital Impairment Percentage (CIP) Sec. Sec.  107.1830-1850: 
CIP is the primary financial metric SBA uses to evaluate an SBIC's 
ability to repay its leverage. CIP measures the losses incurred by an 
SBIC relative to its Regulatory Capital. If an SBIC exceeds its maximum 
allowable CIP, SBA has the right to, among other things, declare the 
entire indebtedness of the SBIC's Debentures immediately due and 
payable; and institute proceedings for the appointment of SBA as 
receiver of the SBIC. Because Early Stage SBICs are

[[Page 14036]]

limited to one tier of leverage, the maximum allowable CIP ranges from 
45% to 70%, depending on the percentage of equity. If the percentage of 
equity investments at cost exceeds 67%, the maximum allowable CIP would 
be 70%.

II. Market Gap

    (1) Market Need. According to data from PricewaterhouseCoopers 
Moneytree (https://www.pwcmoneytree.com/), financings to seed and early 
stage companies by venture funds has grown from $2.16 billion in the 
first quarter of calendar year 2012 to over $4 billion in the second 
quarter of calendar year 2014, the highest amount in any quarter since 
2000. As a federal credit program, SBA seeks to direct capital to gaps 
in the marketplace. Given the growth in early stage financings since 
2012, SBA is trying to determine whether it should continue to license 
Early Stage SBICs past 2016. SBA is seeking input from the public with 
regard to the following questions:
    (a) Are there barriers preventing promising early stage small 
businesses from being financed, and, if so, what are the barriers?
    (b) Are there gaps in the financial markets with regard to 
financing early stage or seed companies in the United States? If so, 
what evidence exists to identify and verify these gaps?
    (c) If there are no or limited gaps in the financial markets for 
early stage and seed companies in the United States, should SBA 
continue the Early Stage SBIC program past 2016, but issue a call for 
Early Stage SBIC applications only if and when identifiable market gaps 
occur? If so, what evidence should SBA use to identify declining market 
conditions or gaps in the market?
    (2) Targeted Early Stage SBIC Participants. The Early Stage SBIC 
initiative focused on more established and traditional early stage 
venture funds to participate in the program because these funds' 
investment strategy effectively utilizes SBA's leverage to finance 
small businesses. SBA recognizes that many early stage and seed 
businesses may obtain capital from other sources than traditional early 
stage/seed venture funds. Accelerator funds, incubators, angel 
investment funds or other types of similar funds--venture capital funds 
that generally make a substantial number of relatively small-dollar 
equity investments in seed and early stage businesses--have not 
demonstrated significant interest in SBA's Early Stage SBIC initiative. 
Could these funds effectively utilize Debenture leverage as part of 
their investment strategy in a way that would not increase the risk 
profile of the SBIC program. What changes to the Early Stage SBIC 
program would SBA need to make in order to attract qualified funds that 
use this investment strategy? Would the minimum regulatory capital need 
to be changed? Would the leverage terms need to be changed? What data 
is available to assess the risk associated with these types of funds?

III. Early Stage SBIC Program Structure

    (1) Fund-Level Debt Versus Equity. Based on discussions with early 
stage fund managers and limited partners, SBA understands that most 
early stage funds would prefer equity rather than fund-level debt. 
However, SBA is only authorized to guarantee SBIC Debentures for its 
licensed funds. SBA also recognizes the potential mismatch between 
Debenture leverage and early stage portfolio company cash flows. 
Because most early stage portfolio companies do not have the cash flow 
to service debt, most early stage financings are structured as equity. 
SBA tried to compensate for this in the Early Stage SBIC program by 
implementing a discounted debenture in which leverage is issued at a 
discount and interest and charges accrue for 5 years before the fund 
would be required to make payments on a quarterly basis. Alternatively, 
Early Stage SBICs could use the Current Pay Debenture and pay interest 
and charges on a quarterly basis using the required interest reserve.
    SBA has heard from members of the venture capital industry that 
many early stage funds are not interested in leverage. SBA seeks input 
from the public on whether fund-level debt is of use to early stage 
fund managers or whether concerns exist with regard to current SBIC 
Early Stage Debenture leverage terms.
    (2) Early Stage SBIC Leverage Terms. Early Stage SBICs are expected 
to have significantly higher losses than regular SBICs, due to the risk 
associated with their portfolios. SBA structured the Early Stage SBIC 
program so that it could be run with minimum impact to the regular SBIC 
Debenture program. This includes limiting the amount of Early Stage 
leverage as a percentage of the overall SBIC portfolio. Key Early Stage 
SBIC requirements are summarized in Section I of this ANPRM. SBA seeks 
input from the public to identify how Early Stage SBIC requirements 
could be improved without increasing SBA's credit risk. In particular, 
SBA has the following questions:
    (a) Minimum Regulatory Capital: Currently, Early Stage SBICs must 
have at least $20 million in Regulatory Capital. Should SBA modify this 
Regulatory Capital requirement in order to improve the number of 
qualified applicants to the program?
    (b) Maximum Leverage: SBA set the maximum leverage for Early Stage 
SBICs at $50 million based on its overall allocation of $200 million 
per year, in order to provide some level of portfolio diversification. 
Should SBA increase the maximum leverage available to Early Stage 
SBICs, for example, to $100 million, approximately half of any year's 
allocation?
    (c) Maximum Leverage Ratio: Currently, SBA provides up to one tier 
of leverage, not to exceed the maximum, in order to limit its credit 
risk. Should SBA lower the maximum leverage ratio to help further 
reduce its credit risk? What maximum leverage ratio is appropriate?
    (d) Interest Reserve: If Early Stage SBICs use the Current Pay 
Debenture, they must maintain a 5-year interest reserve to make 
interest and annual charge payments. SBA set this interest reserve to 
make sure that Early Stage SBICs would have sufficient funds to make 
required interest payments for the first 5 years and to lower the 
overall loss rate. Would removing the interest reserve attract more 
qualified applicants? If so, since the interest reserve was put in 
place to mitigate SBA's risk and limit the increase to the SBIC 
Debenture annual charge, what actions should SBA consider to help 
mitigate SBA's risk?
    (3) Other Early Stage SBIC Regulations. SBA invites comments on 
other aspects of Early Stage regulations, including the following:
    (a) Licensing Process: Would a rolling licensing process (where SBA 
accepts applications throughout the year) versus the Early Stage Call 
process, identified in Sec.  107.310, be preferred and/or attract more 
qualified applicants to the program?
    (b) Third-Party Debt: Do third-party debt restrictions identified 
in Sec.  107.565 detract from the program and what changes could be 
made to achieve the same credit risks for SBA?
    (4) Other SBIC Regulations and Guidelines. SBA also invites 
comments on other SBIC regulatory requirements as identified in 13 CFR 
part 107 that may be of particular concern to Early Stage SBIC 
applicants. For example, some Early Stage SBICs and potential 
applicants have indicated concerns with SBA's Valuation Guidelines 
(http://www.sba.gov/content/valuation-guidelines-sbics). SBA is 
interested in feedback as to what those concerns are

[[Page 14037]]

and what changes industry members would recommend.

    Dated: March 11, 2015.
Maria Contreras-Sweet,
Administrator.
[FR Doc. 2015-06182 Filed 3-17-15; 8:45 am]
 BILLING CODE 8025-01-P



                                                      14034                 Federal Register / Vol. 80, No. 52 / Wednesday, March 18, 2015 / Proposed Rules

                                                      Gallagher; telephone: 301–415–3463;                       • NRC’s PDR: You may examine and                      In response to a second request, dated
                                                      email: Carol.Gallagher@nrc.gov. For                     purchase copies of public documents at                February 18, 2015, from several
                                                      technical questions, contact the                        the NRC’s PDR, Room O1–F21, One                       members of the public, the NRC is now
                                                      individual listed in the FOR FURTHER                    White Flint North, 11555 Rockville                    extending the public comment period
                                                      INFORMATION CONTACT section of this                     Pike, Rockville, Maryland 20852.                      by an additional 90 days. The deadline
                                                      document.                                                                                                     for submitting comments is now
                                                                                                              B. Submitting Comments
                                                         • Email comments to:                                                                                       extended from March 24, 2015, to June
                                                      Rulemaking.Comments@nrc.gov. If you                       Please include Docket ID NRC–2009–                  22, 2015.
                                                      do not receive an automatic email reply                 0279 in your comment submission.                        Dated at Rockville, Maryland, this 11th day
                                                      confirming receipt, then contact us at                    The NRC cautions you not to include                 of March 2015.
                                                      301–415–1677.                                           identifying or contact information that                 For the Nuclear Regulatory Commission,
                                                         • Fax comments to: Secretary, U.S.                   you do not want to be publicly                        Laura A. Dudes,
                                                      Nuclear Regulatory Commission at 301–                   disclosed in your comment submission.                 Director, Division of Material Safety, State,
                                                      415–1101.                                               The NRC will post all comment                         Tribal and Rulemaking Programs, Office of
                                                         • Mail comments to: Secretary, U.S.                  submissions at http://                                Nuclear Material Safety and Safeguards.
                                                      Nuclear Regulatory Commission,                          www.regulations.gov as well as enter the              [FR Doc. 2015–06244 Filed 3–17–15; 8:45 am]
                                                      Washington, DC 20555–0001, ATTN:                        comment submissions into ADAMS.                       BILLING CODE 7590–01–P
                                                      Rulemakings and Adjudications Staff.                    The NRC does not routinely edit
                                                         • Hand deliver comments to: 11555                    comment submissions to remove
                                                      Rockville Pike, Rockville, Maryland                     identifying or contact information.
                                                                                                                                                                    SMALL BUSINESS ADMINISTRATION
                                                      20852, between 7:30 a.m. and 4:15 p.m.                    If you are requesting or aggregating
                                                      (Eastern Time) Federal workdays;                        comments from other persons for                       13 CFR Part 107
                                                      telephone: 301–415–1677.                                submission to the NRC, then you should
                                                         For additional direction on obtaining                inform those persons not to include                   RIN 3245–AG68
                                                      information and submitting comments,                    identifying or contact information that
                                                                                                                                                                    Small Business Investment
                                                      see ‘‘Obtaining Information and                         they do not want to be publicly
                                                                                                                                                                    Companies—Early Stage
                                                      Submitting Comments’’ in the                            disclosed in their comment submission.
                                                      SUPPLEMENTARY INFORMATION section of                    Your request should state that the NRC                AGENCY: U.S. Small Business
                                                      this document.                                          does not routinely edit comment                       Administration.
                                                      FOR FURTHER INFORMATION CONTACT:                        submissions to remove such information                ACTION: Advance Notice of Proposed
                                                      Cardelia Maupin, Office of Nuclear                      before making the comment                             Rulemaking (ANPRM).
                                                      Material Safety and Safeguards, U.S.                    submissions available to the public or
                                                      Nuclear Regulatory Commission,                          entering the comment submissions into                 SUMMARY:    The U.S. Small Business
                                                      Washington, DC 20555–0001; telephone:                   ADAMS.                                                Administration (SBA) is seeking input
                                                      301–415–2312; email:                                                                                          and comments on its Early Stage Small
                                                                                                              II. Further Information                               Business Investment Company (SBIC)
                                                      Cardelia.Maupin@nrc.gov.
                                                                                                                On July 25, 2014 (79 FR 43284), the                 initiative, promulgated in the final rule
                                                      SUPPLEMENTARY INFORMATION:                                                                                    on April 27, 2012. The intent of the
                                                                                                              NRC published for comment an ANPR
                                                      I. Obtaining Information and                            to obtain input from members of the                   initiative was to license and provide
                                                      Submitting Comments                                     public on the development of a draft                  SBA leverage to SBICs over a 5-year
                                                                                                              regulatory basis. The draft regulatory                period (fiscal years 2012 through 2016)
                                                      A. Obtaining Information                                basis would identify potential changes                that would focus on making investments
                                                         Please refer to Docket ID NRC–2009–                  to the NRC’s current radiation                        in early stage small businesses.
                                                      0279 when contacting the NRC about                      protection regulations. The potential                 Although 58 investment funds applied
                                                      the availability of information regarding               changes, if implemented, would achieve                to the program, to date SBA has only
                                                      this document. You may obtain                           a closer alignment between the NRC’s                  licensed 5 Early Stage SBICs. SBA is
                                                      publicly-available information related to               radiation protection regulations and the              seeking input from the public to
                                                      this document by any of the following                   recommendations in ICRP Publication                   determine whether existing market
                                                      methods:                                                103 (2007). The ANPR identifies                       conditions warrant SBA continuing to
                                                         • Federal Rulemaking Web site: Go to                 specific questions and issues with                    license Early Stage SBICs past fiscal
                                                      http://www.regulations.gov and search                   respect to a possible revision of the                 year 2016 on an ongoing basis and, if so,
                                                      for Docket ID NRC–2009–0279.                            NRC’s radiation protection                            what changes should be made to the
                                                         • NRC’s Agencywide Documents                         requirements. Comments, including                     program to attract qualified early stage
                                                      Access and Management System                            responses to the specific questions, will             fund managers.
                                                      (ADAMS): You may obtain publicly-                       be considered by the NRC staff when it                DATES: Comments must be received on
                                                      available documents online in the                       develops the draft regulatory basis.                  or before May 18, 2015.
                                                      ADAMS Public Documents collection at                      The Part 20 of Title 10 of the Code of              ADDRESSES: You may submit comments,
                                                      http://www.nrc.gov/reading-rm/                          Federal Regulations (10 CFR) ANPR                     identified by RIN 3245–AG68, by any of
                                                      adams.html. To begin the search, select                 public comment period was originally                  the following methods:
wreier-aviles on DSK5TPTVN1PROD with PROPOSALS




                                                      ‘‘ADAMS Public Documents’’ and then                     scheduled to close on November 24,                       • Federal Rulemaking Portal: http://
                                                      select ‘‘Begin Web-based ADAMS                          2014, after a 120-day comment period.                 www.regulations.gov. Please follow the
                                                      Search.’’ For problems with ADAMS,                      In response to several requests from                  instructions for submitting comments.
                                                      please contact the NRC’s Public                         members of the public received                           • Mail, Hand Delivery/Courier: Javier
                                                      Document Room (PDR) reference staff at                  throughout November 2014, the NRC                     Saade, Associate Administrator for the
                                                      1–800–397–4209, 301–415–4737, or by                     extended the public comment period on                 Office of Investment and Innovation,
                                                      email to pdr.resource@nrc.gov. The                      the ANPR, by an additional 120 days, to               U.S. Small Business Administration,
                                                      ANPR document is available in ADAMS                     March 24, 2015 (79 FR 69065;                          409 Third Street SW., Washington, DC
                                                      under Accession No. ML14183B023.                        November 20, 2014).                                   20416.


                                                 VerDate Sep<11>2014   15:03 Mar 17, 2015   Jkt 235001   PO 00000   Frm 00005   Fmt 4702   Sfmt 4702   E:\FR\FM\18MRP1.SGM   18MRP1


                                                                            Federal Register / Vol. 80, No. 52 / Wednesday, March 18, 2015 / Proposed Rules                                          14035

                                                        SBA will post comments on this                        1.38%. 15 U.S.C. 683(b). Because the                  to exceed 1.38 percent per annum, on
                                                      Advance Notice of Proposed                              standard Debenture (Current Pay                       outstanding Debentures paid at the same
                                                      Rulemaking on http://                                   Debenture) requires semi-annual                       time as interest.
                                                      www.regulations.gov. If you wish to                     interest payments, most SBICs structure                  (c) Type of Leverage: Early Stage
                                                      submit confidential business                            their investments as loans or mezzanine               SBICs may choose from two types of
                                                      information (CBI) as defined in the User                debt to finance later stage small                     leverage both with ten year maturities
                                                      Notice at http://www.regulations.gov,                   businesses with positive operating cash               and subject to Early Stage Distribution
                                                      please submit the information to                        flow so that they can meet requisite                  rules:
                                                      Theresa Jamerson, Office of Investment                  interest payments.                                       (i) Early Stage Current Pay Debenture:
                                                      and Innovation, 409 Third Street SW.,                      On April 27, 2012, SBA published a                 Requires quarterly payments for interest
                                                      Washington, DC 20416. Highlight the                     final rule (77 FR 25042) to define a new              and SBA annual fees. Early Stage SBICs
                                                      information that you consider to be CBI                 sub-category of SBICs as part of                      choosing to use the Current Pay
                                                      and explain why you believe this                        President Obama’s Start-up America                    Debenture are required to maintain a 5-
                                                      information should be held confidential.                initiative. SBA’s intent was to license               year interest reserve per § 107.1181. The
                                                      SBA will review your information and                    over a 5-year period (fiscal years 2012               interest reserve may include unfunded
                                                      determine whether it will make the                      through 2016) venture funds focused on                commitments or cash reserves which
                                                      information public.                                     early stage businesses and to guarantee               could be funded from Debenture
                                                                                                              Debentures in an amount up to one-half                proceeds. The interest reserve is
                                                      FOR FURTHER INFORMATION CONTACT:
                                                                                                              of each fund’s total capitalization. SBA              intended to provide a pool of funds
                                                      Theresa Jamerson, Office of Investment
                                                                                                              allocated $1 billion of its SBIC                      from which Early Stage SBICs can pay
                                                      and Innovation, (202) 205–7563.
                                                                                                              Debenture leverage authorization over                 interest and annual fees while their
                                                      SUPPLEMENTARY INFORMATION:                                                                                    investments mature.
                                                                                                              these years to this effort.
                                                      I. Background Information                                  Although SBA has received 58                          (ii) Discounted/Accruing Debenture:
                                                                                                              applications to the Early Stage SBIC                  Debenture issued at a discount of 5
                                                         Early Stage Small Business                                                                                 years of annual fees and interest
                                                                                                              program, to date, SBA has only licensed
                                                      Investment Company Initiative. In the                                                                         charges, so that the amount owed
                                                                                                              5 Early Stage SBICs due to the quality
                                                      Small Business Investment Act of 1958                                                                         accrues over a 5-year period to face
                                                                                                              of the application pool and SBA’s
                                                      (the Act), Congress created the Small                                                                         value. After the 5-year period, quarterly
                                                                                                              rigorous licensing standards. SBA is
                                                      Business Investment Company (SBIC)                                                                            payments for interest and annual fees
                                                                                                              seeking input on whether a market need
                                                      program to ‘‘stimulate and supplement                                                                         must be paid on an ongoing basis.
                                                                                                              for the program remains and, if so, what
                                                      the flow of private equity capital and                                                                           (5) Distribution Rules—§ 107.1180:
                                                                                                              changes should SBA consider in order
                                                      long-term loan funds which small-                                                                             Before an Early Stage SBIC with
                                                                                                              to attract Early Stage fund managers
                                                      business concerns need for the sound                                                                          outstanding leverage may distribute to
                                                                                                              with successful track records.
                                                      financing of their business operations                                                                        its investors, it must first pay all
                                                                                                                 Early Stage SBIC Key Requirements
                                                      and for their growth, expansion, and                                                                          required SBA interest and charges and
                                                                                                              Summary. Current regulations identify
                                                      modernization, and which are not                                                                              any leverage principal due at maturity.
                                                                                                              special requirements for Early Stage
                                                      available in adequate supply. * * *’’ 15                                                                      After those payments are made, if the
                                                                                                              SBICs to manage the risk associated
                                                      U.S.C. 661. Congress intended that the                                                                        Early Stage SBIC’s capital impairment
                                                                                                              with these funds investing in seed and
                                                      program ‘‘be carried out in such manner                                                                       percentage, defined in § 107.1840, is 50
                                                                                                              early stage businesses, including the
                                                      as to insure the maximum participation                                                                        percent or more, and the SBIC’s leverage
                                                                                                              following:
                                                      of private financing sources.’’ Id. In                     (1) Licensing Process—§ 107.310: SBA               ratio (defined as outstanding leverage to
                                                      accordance with that policy, the U.S.                   uses a call process rather than accepting             Leverageable Capital) exceeds 0.5, it
                                                      Small Business Administration (SBA),                    rolling applications as in the regular                must repay all outstanding SBIC
                                                      through the SBIC program, does not                      SBIC program.                                         Debentures before distributing to private
                                                      invest directly in small businesses, but                   (2) Required Investments—                          investors. Otherwise, the Early Stage
                                                      provides leverage to SBICs, privately-                  § 107.1120(k): Early Stage SBICs must                 SBIC must repay SBA leverage, at a
                                                      owned and professionally managed for-                   invest at least 50% of aggregate                      minimum, pro rata (in proportion) with
                                                      profit investment funds licensed by                     financing dollars into Early Stage                    any distributions returned to private
                                                      SBA, by guaranteeing the payment of                     companies, as defined in § 107.50, but                investors on a cumulative basis.
                                                      debentures issued by SBICs                              generally defined as companies that                      (6) Restrictions on Third-Party Debt—
                                                      (Debentures). These SBICs in turn make                  have not yet achieved positive operating              § 107.565: Early Stage SBICs must seek
                                                      loans to, and investments in, qualifying                cash flow as of the date of the initial               SBA’s prior written approval before
                                                      small businesses.                                       investment.                                           incurring any third-party debt, except
                                                         Since Fiscal Year (FY) 2000, the SBIC                   (3) Minimum Regulatory Capital—                    for accounts payable from routine
                                                      Debenture program has operated at zero                  § 107.210(3): Early Stage SBICs must                  business operations.
                                                      subsidy cost, meaning that expected                     have at least $20 million in Regulatory                  (7) Capital Impairment Percentage
                                                      losses to the program’s portfolio must be               Capital (qualifying Private Capital as                (CIP) §§ 107.1830–1850: CIP is the
                                                      fully recouped through the collection of                defined in § 107.50).                                 primary financial metric SBA uses to
                                                      SBIC leverage fees in order to keep the                    (4) Leverage:                                      evaluate an SBIC’s ability to repay its
                                                      program at zero subsidy cost to the                        (a) Maximum Leverage—§ 107.1150:                   leverage. CIP measures the losses
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                                                      taxpayer. By statute, SBIC leverage fees                Early Stage SBICs may qualify for                     incurred by an SBIC relative to its
                                                      include a 1% commitment fee, a 2%                       leverage up to 100% of Regulatory                     Regulatory Capital. If an SBIC exceeds
                                                      draw fee, and an annual charge set at                   Capital (also called ‘‘one tier of                    its maximum allowable CIP, SBA has
                                                      the time of commitment and paid on                      leverage’’), not to exceed $50 million.               the right to, among other things, declare
                                                      outstanding leverage in conjunction                        (b) SBA Leverage Fees—§ 107.1130:                  the entire indebtedness of the SBIC’s
                                                      with interest payments. 15 U.S.C. 683(i).               All SBICs issuing Debentures, including               Debentures immediately due and
                                                      The annual charge is formulated each                    Early Stage SBICs, must pay 3% in up-                 payable; and institute proceedings for
                                                      year to keep the program at zero subsidy                front fees (1% at commitment and 2%                   the appointment of SBA as receiver of
                                                      cost, but may not, by statute, exceed                   at draw) and an additional SBA fee, not               the SBIC. Because Early Stage SBICs are


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                                                      14036                 Federal Register / Vol. 80, No. 52 / Wednesday, March 18, 2015 / Proposed Rules

                                                      limited to one tier of leverage, the                    strategy in a way that would not                      at least $20 million in Regulatory
                                                      maximum allowable CIP ranges from                       increase the risk profile of the SBIC                 Capital. Should SBA modify this
                                                      45% to 70%, depending on the                            program. What changes to the Early                    Regulatory Capital requirement in order
                                                      percentage of equity. If the percentage of              Stage SBIC program would SBA need to                  to improve the number of qualified
                                                      equity investments at cost exceeds 67%,                 make in order to attract qualified funds              applicants to the program?
                                                      the maximum allowable CIP would be                      that use this investment strategy? Would                 (b) Maximum Leverage: SBA set the
                                                      70%.                                                    the minimum regulatory capital need to                maximum leverage for Early Stage SBICs
                                                                                                              be changed? Would the leverage terms                  at $50 million based on its overall
                                                      II. Market Gap
                                                                                                              need to be changed? What data is                      allocation of $200 million per year, in
                                                         (1) Market Need. According to data                   available to assess the risk associated               order to provide some level of portfolio
                                                      from PricewaterhouseCoopers                             with these types of funds?                            diversification. Should SBA increase the
                                                      Moneytree (https://                                                                                           maximum leverage available to Early
                                                      www.pwcmoneytree.com/), financings to                   III. Early Stage SBIC Program Structure
                                                                                                                                                                    Stage SBICs, for example, to $100
                                                      seed and early stage companies by                          (1) Fund-Level Debt Versus Equity.                 million, approximately half of any
                                                      venture funds has grown from $2.16                      Based on discussions with early stage                 year’s allocation?
                                                      billion in the first quarter of calendar                fund managers and limited partners,                      (c) Maximum Leverage Ratio:
                                                      year 2012 to over $4 billion in the                     SBA understands that most early stage                 Currently, SBA provides up to one tier
                                                      second quarter of calendar year 2014,                   funds would prefer equity rather than                 of leverage, not to exceed the maximum,
                                                      the highest amount in any quarter since                 fund-level debt. However, SBA is only                 in order to limit its credit risk. Should
                                                      2000. As a federal credit program, SBA                  authorized to guarantee SBIC                          SBA lower the maximum leverage ratio
                                                      seeks to direct capital to gaps in the                  Debentures for its licensed funds. SBA                to help further reduce its credit risk?
                                                      marketplace. Given the growth in early                  also recognizes the potential mismatch                What maximum leverage ratio is
                                                      stage financings since 2012, SBA is                     between Debenture leverage and early                  appropriate?
                                                      trying to determine whether it should                   stage portfolio company cash flows.
                                                                                                                                                                       (d) Interest Reserve: If Early Stage
                                                      continue to license Early Stage SBICs                   Because most early stage portfolio
                                                                                                                                                                    SBICs use the Current Pay Debenture,
                                                      past 2016. SBA is seeking input from                    companies do not have the cash flow to
                                                                                                                                                                    they must maintain a 5-year interest
                                                      the public with regard to the following                 service debt, most early stage financings
                                                                                                                                                                    reserve to make interest and annual
                                                      questions:                                              are structured as equity. SBA tried to
                                                         (a) Are there barriers preventing                                                                          charge payments. SBA set this interest
                                                                                                              compensate for this in the Early Stage
                                                      promising early stage small businesses                                                                        reserve to make sure that Early Stage
                                                                                                              SBIC program by implementing a
                                                      from being financed, and, if so, what are               discounted debenture in which leverage                SBICs would have sufficient funds to
                                                      the barriers?                                           is issued at a discount and interest and              make required interest payments for the
                                                         (b) Are there gaps in the financial                  charges accrue for 5 years before the                 first 5 years and to lower the overall loss
                                                      markets with regard to financing early                  fund would be required to make                        rate. Would removing the interest
                                                      stage or seed companies in the United                   payments on a quarterly basis.                        reserve attract more qualified
                                                      States? If so, what evidence exists to                  Alternatively, Early Stage SBICs could                applicants? If so, since the interest
                                                      identify and verify these gaps?                         use the Current Pay Debenture and pay                 reserve was put in place to mitigate
                                                         (c) If there are no or limited gaps in               interest and charges on a quarterly basis             SBA’s risk and limit the increase to the
                                                      the financial markets for early stage and               using the required interest reserve.                  SBIC Debenture annual charge, what
                                                      seed companies in the United States,                       SBA has heard from members of the                  actions should SBA consider to help
                                                      should SBA continue the Early Stage                     venture capital industry that many early              mitigate SBA’s risk?
                                                      SBIC program past 2016, but issue a call                stage funds are not interested in                        (3) Other Early Stage SBIC
                                                      for Early Stage SBIC applications only if               leverage. SBA seeks input from the                    Regulations. SBA invites comments on
                                                      and when identifiable market gaps                       public on whether fund-level debt is of               other aspects of Early Stage regulations,
                                                      occur? If so, what evidence should SBA                  use to early stage fund managers or                   including the following:
                                                      use to identify declining market                        whether concerns exist with regard to                    (a) Licensing Process: Would a rolling
                                                      conditions or gaps in the market?                       current SBIC Early Stage Debenture                    licensing process (where SBA accepts
                                                         (2) Targeted Early Stage SBIC                        leverage terms.                                       applications throughout the year) versus
                                                      Participants. The Early Stage SBIC                         (2) Early Stage SBIC Leverage Terms.               the Early Stage Call process, identified
                                                      initiative focused on more established                  Early Stage SBICs are expected to have                in § 107.310, be preferred and/or attract
                                                      and traditional early stage venture funds               significantly higher losses than regular              more qualified applicants to the
                                                      to participate in the program because                   SBICs, due to the risk associated with                program?
                                                      these funds’ investment strategy                        their portfolios. SBA structured the                     (b) Third-Party Debt: Do third-party
                                                      effectively utilizes SBA’s leverage to                  Early Stage SBIC program so that it                   debt restrictions identified in § 107.565
                                                      finance small businesses. SBA                           could be run with minimum impact to                   detract from the program and what
                                                      recognizes that many early stage and                    the regular SBIC Debenture program.                   changes could be made to achieve the
                                                      seed businesses may obtain capital from                 This includes limiting the amount of                  same credit risks for SBA?
                                                      other sources than traditional early                    Early Stage leverage as a percentage of                  (4) Other SBIC Regulations and
                                                      stage/seed venture funds. Accelerator                   the overall SBIC portfolio. Key Early                 Guidelines. SBA also invites comments
                                                      funds, incubators, angel investment                     Stage SBIC requirements are                           on other SBIC regulatory requirements
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                                                      funds or other types of similar funds—                  summarized in Section I of this                       as identified in 13 CFR part 107 that
                                                      venture capital funds that generally                    ANPRM. SBA seeks input from the                       may be of particular concern to Early
                                                      make a substantial number of relatively                 public to identify how Early Stage SBIC               Stage SBIC applicants. For example,
                                                      small-dollar equity investments in seed                 requirements could be improved                        some Early Stage SBICs and potential
                                                      and early stage businesses—have not                     without increasing SBA’s credit risk. In              applicants have indicated concerns with
                                                      demonstrated significant interest in                    particular, SBA has the following                     SBA’s Valuation Guidelines (http://
                                                      SBA’s Early Stage SBIC initiative. Could                questions:                                            www.sba.gov/content/valuation-
                                                      these funds effectively utilize Debenture                  (a) Minimum Regulatory Capital:                    guidelines-sbics). SBA is interested in
                                                      leverage as part of their investment                    Currently, Early Stage SBICs must have                feedback as to what those concerns are


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                                                                            Federal Register / Vol. 80, No. 52 / Wednesday, March 18, 2015 / Proposed Rules                                          14037

                                                      and what changes industry members                       0119. EPA’s policy is that all comments               I. Background
                                                      would recommend.                                        received will be included in the public                  EPA granted full approval of the
                                                       Dated: March 11, 2015.                                 docket without change, and may be                     Pennsylvania Title V Operating Permits
                                                      Maria Contreras-Sweet,                                  made available online at                              Program on July 30, 1996. See 61 FR
                                                      Administrator.
                                                                                                              www.regulations.gov, including any                    39597. Under 40 CFR 70.9(a) and (b), an
                                                                                                              personal information provided, unless                 approved state title V operating permits
                                                      [FR Doc. 2015–06182 Filed 3–17–15; 8:45 am]
                                                                                                              the comment includes information                      program must require that the owners or
                                                      BILLING CODE 8025–01–P
                                                                                                              claimed to be Confidential Business                   operators of part 70 sources pay annual
                                                                                                              Information (CBI) or other information                fees, or the equivalent over some other
                                                                                                              whose disclosure is restricted by statute.            period, that are sufficient to cover the
                                                      ENVIRONMENTAL PROTECTION                                Do not submit information that you
                                                      AGENCY                                                                                                        permit program costs and ensure that
                                                                                                              consider to be CBI, or otherwise                      any fee required under 40 CFR 70.9 is
                                                      40 CFR Part 70                                          protected, through www.regulations.gov                used solely for permit program costs.
                                                                                                              or email. The www.regulations.gov Web                 The fee schedule must result in the
                                                      [EPA–R03–OAR–2015–0119; FRL–9924–56–                    site is an ‘‘anonymous access’’ system,               collection and retention of revenues
                                                      Region 3]                                               which means EPA will not know your                    sufficient to cover the permit program
                                                      Clean Air Act Title V Operating Permit                  identity or contact information unless                costs.
                                                      Program Revision; Pennsylvania                          you provide it in the body of your                       Pennsylvania’s initial title V permit
                                                                                                              comment. If you send an email                         emission fee, established in 1994 at 25
                                                      AGENCY:  Environmental Protection                       comment directly to EPA without going                 PA Code 127.705, was $37 per ton of
                                                      Agency (EPA).                                           through www.regulations.gov, your                     regulated pollutant per title V facility.
                                                      ACTION: Proposed rule.                                  email address will be automatically                   Pennsylvania’s fee has been increased
                                                                                                              captured and included as part of the                  each year since 1994 by the percentage,
                                                      SUMMARY:    EPA is proposing to approve                 comment that is placed in the public                  if any, by which the Consumer Price
                                                      a revision to the Pennsylvania Title V                  docket and made available on the                      Index (CPI) for the most recent calendar
                                                      Operating Permit Program submitted by                   Internet. If you submit an electronic                 year exceeded the CPI for the previous
                                                      the Commonwealth of Pennsylvania on                     comment, EPA recommends that you                      calendar year. Under that regulatory
                                                      February 11, 2014. The Pennsylvania                     include your name and other contact                   framework, the annual emission fee for
                                                      Operating Permit Program is                             information in the body of your                       emissions occurring in calendar year
                                                      implemented through its Title V                         comment and with any disk or CD–ROM                   2012 was $57.50 per ton of regulated
                                                      Operating Permits Rule, codified at                     you submit. If EPA cannot read your                   pollutant for emissions of up to 4,000
                                                      Subchapter G of Chapter 127 of Title 25                 comment due to technical difficulties                 tons of each regulated pollutant. The fee
                                                      of the Pennsylvania Code. The February                  and cannot contact you for clarification,             structure has not been revised since
                                                      11, 2014 revision amends the title V fee                EPA may not be able to consider your                  1994.
                                                      program that funds the Pennsylvania                     comment. Electronic files should avoid                   Pennsylvania has determined that
                                                      Title V Operating Permit Program.                                                                             title V annual emission fee revenues
                                                                                                              the use of special characters, any form
                                                      These changes resulted in substantial                                                                         collected are no longer sufficient to
                                                                                                              of encryption, and be free of any defects
                                                      revisions to Pennsylvania’s Title V                                                                           cover title V program costs. Installation
                                                                                                              or viruses.
                                                      Operating Permit Program. EPA is                                                                              of air pollution control technology over
                                                      proposing to approve these revisions.                      Docket: All documents in the                       the past two decades on major
                                                      The intended effect of this action is to                electronic docket are listed in the                   stationary sources, the retirement or
                                                      improve the Commonwealth’s title V                      www.regulations.gov index. Although                   curtailment of operations by major
                                                      operating permit program.                               listed in the index, some information is              sources, and the conversion at many
                                                      DATES: Written comments must be                         not publicly available, i.e., CBI or other            major facilities from burning coal or oil
                                                      received on or before April 17, 2015.                   information whose disclosure is                       to burning natural gas have resulted in
                                                                                                              restricted by statute. Certain other                  decreased emission of regulated
                                                      ADDRESSES: Submit your comments,
                                                      identified by Docket ID Number EPA–                     material, such as copyrighted material,               pollutants that are subject to annual
                                                      R03–OAR–2015–0119 by one of the                         is not placed on the Internet and will be             emission fees, and revenues collected
                                                      following methods:                                      publicly available only in hard copy                  have been decreasing as a result. The
                                                         A. www.regulations.gov. Follow the                   form. Publicly available docket                       decline in interest rates paid on savings
                                                      on-line instructions for submitting                     materials are available either                        account balances used by the
                                                      comments.                                               electronically in www.regulations.gov or              Commonwealth to manage permit fees
                                                         B. Email: Campbell.Dave@epa.gov.                     in hard copy during normal business                   collected also has affected the funds
                                                         C. Mail: EPA–R03–OAR–2015–0119,                      hours at the Air Protection Division,                 available to Pennsylvania, as the
                                                      David Campbell, Associate Director,                     U.S. Environmental Protection Agency,                 investments earn less interest in the
                                                      Office of Permits and Air Toxics,                       Region III, 1650 Arch Street,                         current economy compared to the early
                                                      Mailcode 3AP10, U.S. Environmental                      Philadelphia, Pennsylvania 19103.                     years of the title V program. Pursuant to
                                                      Protection Agency, Region III, 1650                     Copies of the State submittal are                     40 CFR 70.4(i)(2), when EPA receives a
                                                      Arch Street, Philadelphia, Pennsylvania                 available at the Pennsylvania                         title V program revision, EPA will
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                                                      19103.                                                  Department of Environmental                           publish its proposed approval or
                                                         D. Hand Delivery: At the previously-                 Protection, Bureau of Air Quality                     disapproval in the Federal Register and
                                                      listed EPA Region III address. Such                     Control, P.O. Box 8468, 400 Market                    provide opportunity for comment.
                                                      deliveries are only accepted during the                 Street, Harrisburg, Pennsylvania 17105.
                                                      Docket’s normal hours of operation, and                                                                       II. Summary of Program Revision
                                                                                                              FOR FURTHER INFORMATION CONTACT:
                                                      special arrangements should be made                                                                             In the February 11, 2014 program
                                                                                                              Gerallyn Duke, (215) 814–2084, or by
                                                      for deliveries of boxed information.                                                                          revision, Pennsylvania has included
                                                                                                              email at Duke.Gerallyn@epa.gov.
                                                         Instructions: Direct your comments to                                                                      revised 25 PA Code 127.705 which
                                                      Docket ID No. EPA–R03–OAR–2015–                         SUPPLEMENTARY INFORMATION:                            Pennsylvania has amended to increase


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Document Created: 2018-02-21 09:39:48
Document Modified: 2018-02-21 09:39:48
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionProposed Rules
ActionAdvance Notice of Proposed Rulemaking (ANPRM).
DatesComments must be received on or before May 18, 2015.
ContactTheresa Jamerson, Office of Investment and Innovation, (202) 205-7563.
FR Citation80 FR 14034 
RIN Number3245-AG68

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