Harry S. Pangas represents issuers and investment banks in public and private securities transactions. He also advises corporate clients on matters relating to the securities law, corporate governance, and general corporate matters. Harry is a senior member of Sutherland's nationally recognized business development company (BDC) practice and has represented BDCs, investment banks and third-party acquirers in connection with a variety of BDC securities transactions, including initial public offerings, shelf offerings, Rule 144A offerings, recapitalizations, at-the-market offerings, merger and acquisition transactions, and rights offerings. Harry has also developed a niche practice representing cooperatives, including lending and electric generation and transmission cooperatives, in connection with various securities law matters, including Rule 144A offerings and private placement transactions. Representative Experience Harry has advised issuers, investment banks or third-party acquirers in connection with the following representative transactions: · $130 million initial public offering of Medley Capital Corporation. · $55 million recapitalization of GSC Investment Corp. (now known as Saratoga Investment Corp.) by Saratoga Partners. · $450 million shelf offering of first mortgage bonds by Oglethorpe Power Corporation. · $50 million at-the-market-offering by Fifth Street Finance Corp. · $200 million acquisition of Patriot Capital Funding, Inc. by Prospect Capital Corporation. · $500 million Rule 144A offering of first mortgage bonds by Oglethorpe Power Corporation. · $140 million of shelf offerings by Fifth Street Finance Corp. · $400 million Rule 144A offering of first mortgage bonds by Great River Energy. · $660 million Rule 144A of limited liability company membership interests by Solar Capital LLC (known Solar Capital Ltd.). · $50 million of shelf offerings by Main Street Capital Corporation. · $140 million initial public offering of Fifth Street Finance Corp. Recent Publications and Speaking Engagements · Author, Publicly Traded Private Equity Review (November 2008) · Author, Publicly Traded Private Equity Review (June 2008) · Author, "Inside the Minds, The Roles and Motivations of Key Players in Corporate Governance Cases," (2007) · Co-author, "Protecting Against Director Misconduct: A Risk Management Approach," Directors Monthly, National Association of Corporate Directors (January 2007) · Co-author, "To Market, To Market," Legal Times (November 21, 2005) · Co-author, "Shedding New Light on Business Development Companies," The Investment Lawyer (October 2004) · Author, "Attorney Beware: Sarbanes-Oxley Act Pitfalls," PCAOB Reporter, Vol. I Issue 9 (August 18, 2003) · Co-author, Corporate Governance Policy (Annotated Discussion Draft) (March 2003) · Contributor, "2004 Corporate Secretary's Answer Book" (2004) · Author, "The New Face of Stock Option Repricing: Stock Option Exchange Offers," Corporate Governance Advisor (July/August 2001) · Author, "Rule 144A," R.R. Donnelley Financial's RealCorporateLawyer.com (November 2001) · Speaker, "BDC Compliance: Understanding the Regulatory Perspective," BDC Quick Call (November 2, 2011) · Speaker, BDC Roundtable (September 4-5, 2007) · Speaker, Corporate Counsel Institute (November 30 - December 1, 2006) · Speaker, Presentation to Merrill Lynch & Co. Inc. Regarding Capital Market Transactions Involving Real Estate Investment Trusts (January 11, 2005) News Sutherland's New Blog Captures Cutting-Edge Developments in Coop Industry
May 23, 2011 Sutherland Represents Fifth Street Finance Corp. in $152 Million Convertible Debt Offering
April 20, 2011 Sutherland Represents Main Street Capital Corporation in $73.9 Million Shelf Offering
April 11, 2011 Sutherland Represents Underwriters including Goldman, Sachs & Co., Citigroup Global Markets Inc. and UBS Securities LLC, in $133.3 Million IPO by Business Development Company
February 8, 2011 Sutherland Serves as Counsel to Saratoga Investment Advisors, LLC in its Purchase of GSC Investment Corp.
August 17, 2010 Sutherland Represents Saratoga Investment Advisors, LLC in its Purchase of GSC Investment Corp.
April 26, 2010 Sutherland Represented Patriot Capital Funding in Merger with Prospect Capital
December 7, 2009 Sutherland Represents Fifth Street Finance Corp. in a $58.0 Million Shelf Offering
October 5, 2009 Sutherland Partner Harry S. Pangas Interviewed About Business Development Companies
July 21, 2008 Sutherland Represents Fifth Street Finance Corp. in Initial Public Offering
June 24, 2008 Legal Alerts Legal Alert: Who Is Listening? The SEC Emphasizes Importance of Cybersecurity Disclosure
October 26, 2011 Legal Alert: What Does Proxy Access Mean Today?
October 17, 2011 Legal Alert: SEC Revamps Investment Adviser Regulatory Scheme as Mandated by the Dodd-Frank Act
July 22, 2011 Legal Alert: NAIC Releases Draft White Paper On Corporate Governance; At Odds With Existing Bodies of U.S. Law
June 10, 2011 Legal Alert: Impending Federal Government Shutdown: Steps to Take Now at SEC
April 7, 2011 Legal Alert: A New World Order: What Your Board Should Know About Proxy Access
September 23, 2010 Legal Alert: Proxy Plumbing: SEC Considers Extensive Renovation Job to the Proxy System
July 30, 2010 Legal Alert: It's Signed, Now for the Hard Part: What your Board Needs to Know About Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Act
July 22, 2010 Legal Alert: NAIC Proposes Expansive New Governance, Risk Management and Reporting Duties on Insurance Holding Company Systems; A New Liability Profile Emerges for Directors and Senior Management
July 9, 2010 Legal Alert: Capitol Hill Takes on Executive Compensation and Corporate Governance
June 17, 2010 Legal Alert: SEC Warms to Climate Change
March 16, 2010 Legal Alert: Broker's Wage and Hour Collective Action Dismissed in Favor of Enforcing Arbitration Agreement
February 10, 2010 Legal Alert: SEC Tackles Proxy Disclosure Rules
December 29, 2009 Legal Alert: Say on Pay: It's Coming, Are You Ready?
October 5, 2009 Legal Alert: What Will Proxy Access Mean? The Debate Over Proxy Access
July 9, 2009 Legal Alert: Regulatory & Legislative Corporate Governance Initiatives
May 20, 2009 Legal Alert: House Legislation Proposes Up to 12 Weeks of Annual Paid Leave for U.S. Workers
April 9, 2009 Legal Alert: Economic Stimulus Package Creates New Whistleblower Protections for Employees of Government Contractors
March 9, 2009 Legal Alert: Regulation D Developments
March 5, 2009 Legal Alert: President Obama Signs Into Law the Lilly Ledbetter Fair Pay Act
February 2, 2009 Legal Alert: SEC and FASB Provide Clarification on Fair Value Accounting Rules
October 2, 2008 Legal Alert: SEC Issues Temporary Emergency Orders to Ban Short Selling of Financial Companies and Restore Market Liquidity
September 24, 2008 Legal Alert: Fourth Circuit Rejects SOX Whistleblower Appeal Based on Employee's Failure to Show Protected Activity
August 11, 2008 Legal Alert: High Court Rules in Favor of Free Speech for Employers in Workplace Labor Organization Debate
July 1, 2008 Legal Alert: Pension Plan May Vary Imputed Service Based, in Part, on Age
July 1, 2008 Legal Alert: Supreme Court Addresses Conflicts of Interest in ERISA Benefit Claims - Metropolitan Life Insurance Company v. Glenn
July 1, 2008 Legal Alert: Supreme Court: Employers Must Prove "Reasonableness" in Age Discrimination Cases
July 1, 2008 Legal Alert: Genetic Information Nondiscrimination Act Signed Into Law
June 16, 2008 Legal Alert: U.S. Supreme Court Allows Retaliation Claims Under Section 1981
June 2, 2008 Legal Alert: High Court Declines to Draw Bright Line on Admissibility of "Me Too" Evidence in Employment Discrimination Cases
March 3, 2008 Legal Alert: SEC Approves Amendments Simplifying Disclosure Obligations for a Larger Number of Smaller Public Companies
January 16, 2008 Legal Alert: SEC Amends Rules 144 and 145 to Provide Increased Liquidity to Restricted Securityholders
January 14, 2008 Legal Alert: SEC Affirms Interpretation of Shareholder Proposals Rule Relating to the Election of Directors
January 2, 2008 Legal Alert: SEC Proposes Amendments to Provide Increased Liquidity to Restricted Securityholders
August 15, 2007 Legal Alert: Fair Minimum Wage Act of 2007 Increases Federal Minimum Wage
July 23, 2007 Client Advisory: "Taking Private Equity Public"
July 20, 2006 Legal Alert: The SPAC Phenomenon: A Discussion of the Background, Structure and Recent Developments Involving Special Purpose Acquisition Companies
July 17, 2006 Legal Alert: NYSE Proposes Amendments to Proxy Voting Rules
June 28, 2006 Questions & Answers: Registration Process Reforms
February 13, 2006 Questions & Answers: Interaction with Regulation FD
January 17, 2006 Legal Advisory: 2006 Shareholder Proposal Season Back to the Basics - Part 1
December 13, 2005 Questions & Answers: Permissible Use of Free Writing Prospectuses
December 1, 2005 Securities Offering Reform Summary
November 4, 2005 Legal Alert: Securities Offering Reform Summary
November 4, 2005 Legal Alert: Securities Offering Reform: Summary
November 4, 2005 Legal Alert: SEC Postpones Compliance Date for Filing Internal Control Reports by Non-Accelerated Filers; Proposes Changes in Filing Deadlines for Forms 10-K and 10-Q and Accelerated Filer Definition
September 28, 2005 Publications Public Company Download
January 2012 First 100 days and labor law
May 1, 2009 Reprinted with permission Daily Report Publicly Traded Private Equity Regulatory Review
April 2009 Publicly Traded Private Equity Regulatory Review
November 2008 Publicly Traded Private Equity Regulatory Review
June 2008 Inside the Minds, The Roles and Motivations of Key Players in Corporate Governance Cases
2007 Reprinted with permission Aspatore Books Protecting Against Director Misconduct: A Risk Management Approach
January 19, 2007 Reprinted with permission, National Association of Corporate Directors To Market, To Market
The article examines how the SEC's securities offering reform will change the way registered offerings are conducted...
November 11, 2005 Reprinted with permission, Legal Times Shedding New Light on Business Development Companies
October 2004 Posted with permission from The Investment Lawyer Attorney Beware: Sarbanes-Oxley Act Pitfalls
August 18, 2003 Reprinted with Permission, PCAOB Reporter, August 18, 2003, Vol. I Issue 9 Corporate Governance Policy (Annotated Discussion Draft)
March 2003 Contributor, "2004 Corporate Secretary's Answer Book" (2004) "The New Face of Stock Option Repricing: Stock Option Exchange Offers," The Corporate Governance Advisor (July/August 2001) "Rule 144A," R.R. Donnelley Financial's RealCorporateLawyer.com (November 2001) Events BDC Quick Call
November 2, 2011 2011 BDC Roundtable
September 12-13, 2011 2010 BDC Roundtable
September 13-14, 2010 2009 BDC Roundtable
September 15-16, 2009 Sutherland Hosts Industry-Wide BDC Roundtable
September 4-5, 2007 Corporate Counsel Institute
November 30 - December 1, 2006 Presentation to Merrill Lynch & Co., Inc. Regarding Capital Market Transactions Involving Real Estate Investment Trusts - January 2005
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