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As filed with the Securities and Exchange Commission on
, 2009
Securities Act Registration No. 333
-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM N-2
 
Registration Statement under the Securities Act of 1933
 
Pre
-
Effective Amendment No.
¨
 
Post
-
Effective Amendment No.
¨
 
THL Credit, Inc.
(Exact name of Registrant as specified in its charter)
100 Federal Street, 31st FloorBoston, MA 02110
(Address of Principal Executive Offices)
 
(800) 450
-
4424
 
(Registrant’s Telephone Number, Including Area Code)
 
James K. HuntTHL Credit, Inc.
100 Federal Street, 31st FloorBoston, MA 02110
(Name and Address of Agent for Service)
 
Copies to:
 
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this Registration Statement.
 If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the SecuritiesAct of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.
o
 
 
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
THL Credit Inc. N-2 6/1/2009Section 1: N-2 (FORM N-2)
Richard T. Prins
Skadden, Arps, Slate, Meagher & Flom LLPFour Times Square
New York, NY 10036(212) 735
-
3000
 
Paul K. Risko
John A. MacKinnon
Sidley Austin LLP787 Seventh AvenueNew York, NY 10019(212) 839
-
5300
 
Title of Securities Being RegisteredAmount BeingRegistered (1)Proposed MaximumOffering Price Per UnitProposed MaximumAggregate OfferingPrice(2)Amount of Registration Fee
Common Stock, $0.001 par value per share
$$300,000,000$16,740
(1)Includes the underwriters’ over-allotment option.
 
(2)Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee.
 

 
 The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordancewith Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Commission, actingpursuant to said Section 8(a), may determine.
 
 
 
PROSPECTUS
The information in this prospectus is not complete and may be changed.We may not sell these securities until the Securities and Exchange Commission declares ourregistration statement effective.This prosectus is not an offer to sellthese securities and is not soliciting an offer to buy these securities in any jurisdictionwhere theoffer or saleis not permitted.
Subject to CompletionPreliminary Prospectus dated
, 2009
Shares
THL Credit, Inc.
Common Stock
 We are a newly organized, externally
-
managed, non
-
diversified closed
-
end management investment company that intends to file anelection to be regulated as a business development company under the Investment Company Act of 1940.
 Our investment objective is to generate both current income and capital appreciation, primarily through the origination of privatelynegotiated investments in debt and equity securities in middle
-
market companies. We anticipate that our portfolio will be primarily comprised of investments in mezzanine loans made to middle
-
market companies.
 We will be managed by our investment advisor THL Credit Advisors, L.P., which will also provide the administrative services necessaryfor us to operate.
 Because we are newly organized, our shares have no history of public trading. We intend to apply to have our common stock approvedfor quotation on The NASDAQ Global Select Market under the symbol “
TCRD.
”
 This prospectus contains important information you should know before investing in our common stock. Please read it carefully beforeyou invest and keep it for future reference. Upon completion of this offering, we will file annual, quarterly and current reports, proxy statements andother information about us with the Securities and Exchange Commission. We maintain a website at
http://www.
and intend to make all of ourannual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on or through our website. Youmay also obtain such information by contacting us at THL Credit, Inc., 100 Federal Street, 31st floor, Boston, MA 02110, or by calling us at (800)
450-
4424. The Securities and Exchange Commission maintains a website at
http://www.sec.gov
where such information is available without chargeupon request. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider informationcontained on our website to be part of this prospectus.
 
Shares of closed
-
end investment companies, which are structured similarly to us, frequently trade at a discount from their net asset
value. This risk is likely to apply to our shares of common stock as well and may be greater for investors expecting to sell their shares in a
relatively short period after completion of the public offering.
 
Investing in our common stock involves a high degree of risk, including credit risk and the risk of the use of leverage. Before buying any shares of our common stock, you should read the discussion of the material risks of investing in our common stock in
“Risks”
beginning on page11of this prospectus.
 
 
 
 We have granted the underwriters an option to purchase up toadditional shares of our common stock at the public offering price,less the sales load, within 30 days of the date of this prospectus solely to cover over
-
allotments, if any. If the underwriters exercise this option infull, the total price to the public, sales load and proceeds will be $, $, and $, respectively. See “Underwriting.”
 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
Per Share
Total
Public offering price
 
 $
 
$
 
Sales load (underwriting discount and
commission)
 $

 
$
 
Proceeds, before expenses, to us(1)
 $

 
$
 
(1)We estimate that we will incur expenses of approximately $in connection with this offering.
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