Statement Summary
The SEC issued a notice regarding an application from Varagon Capital Corporation and affiliated entities seeking relief under the Investment Company Act of 1940. They request permission to engage in joint transactions that are typically prohibited, allowing certain business development companies (BDCs) and closed-end fund managers to co-invest in portfolio companies. The application was submitted on April 17, 2025, and amended on May 5, 2025, with a deadline for public hearing requests by June 2, 2025. Interested parties can file hearing requests or seek further information through the SEC’s contact channels. For comprehensive details and legal representations, the application is available on the SEC’s EDGAR system.
Original Statement
SECURITIES AND EXCHANGE COMMISSION
Investment Company Act Release No.35578; File No. 812-15757
Varagon Capital Corporation, et al.
May 7, 2025.
AGENCY: Securities and Exchange Commission (“Commission” or “SEC”).
ACTION: Notice.Notice of application for an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “Act”) and rule 17d-1 under the Act to permit certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and rule 17d-1 under the Act.
Summary of Application: Applicants request an order to permit certain business development companies (“BDCs”) and closed-end management investment companies to co-invest in portfolio companies with each other and with certain affiliated investment entities.
Applicants: Varagon Capital Corporation, Senior Direct Lending Program, LLC, VCC Advisors, LLC, Varagon Capital Partners, L.P., certain of their affiliated entities as described in Appendix A to the application, and certain of their wholly-owned subsidiaries as described in Appendix B to the application.
Filing Dates: The application was filed on April 17, 2025 and amended on May 5, 2025.
Hearing or Notification of Hearing: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing on any application by e-mailing the SEC’s Secretary at Secretarys-Office and serving the Applicants with a copy of the request by e-mail, if an e-mail address is listed for the relevant Applicant below, or personally or by mail, if a physical address is listed for the relevant Applicant below. Hearing requests should be received by the Commission by 5:30 p.m. on June 2, 2025, and should be accompanied by proof of service on the Applicants, in the form of an affidavit or, for lawyers, a certificate of service.
Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by e-mailing the Commission’s Secretary at Secretarys-Office.
ADDRESSES: The Commission: Secretarys-Office Applicants: Afsar Farman-Farmaian, Esq., Varagon Capital Corporation, 151 West 42nd Street, 53rd Floor, New York, NY 10036, varagonlegal Steven B. Boehm, Esq., Anne G. Oberndorf, Esq., Payam Siadatpour, Esq., Sara Sabour Nasseri, Esq., Eversheds Sutherland (US) LLP, 700 Sixth Street, NW, Suite 700, Washington, DC 20001, AnneOberndorf.
FOR FURTHER INFORMATION CONTACT: Adam Large, Senior Special Counsel, Jill Ehrlich, Senior Counsel, or Daniele Marchesani, Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: For Applicants’ representations, legal analysis, and conditions, please refer to Applicants’ first amended application, dated May 5, 2025, which may be obtained via the Commission’s website by searching for the file number at the top of this document, or for an Applicant using the Company name search field, on the SEC’s EDGAR system. The SEC’s EDGAR system may be searched at You may also call the SEC’s Office of Investor Education and Advocacy at (202) 551– 8090.
For the Commission, by the Division of Investment Management, under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
