Filed pursuant to Rule 497(a)
Registration File No. 333-191871
Rule 482 AD
 
TriplePoint Venture Growth BDC Corp. Prices Initial Public Offering
 
MENLO PARK, Calif., March 6, 2014 — TriplePoint Venture Growth BDC Corp. (the “Company”) (NYSE:TPVG) today announced that it has priced its initial public offering of 8,333,333 shares of common stock at $15.00 per share for total gross proceeds of approximately $125.0 million.  In addition, the Company has granted the underwriters a 30-day option to purchase up to 1,250,000 additional shares of its common stock.  Immediately prior to pricing of the offering, the Company acquired its initial portfolio of assets for approximately $121.7 million in cash.  The Company intends to use all of the net proceeds from the offering and a concurrent private placement together with borrowings under the Company’s credit facility to pay the outstanding balance on the bridge loan it incurred in order to acquire its initial portfolio.  The Company’s shares are expected to begin trading on the New York Stock Exchange on March 6, 2014, under the symbol “TPVG.”  The closing of the offering is subject to customary closing conditions, and the shares are expected to be delivered on or about March 11, 2014.
 
Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and UBS Securities LLC are acting as joint book-running managers for the offering.
 
Investors are advised to carefully consider the investment objective, risks and charges and expenses of the Company before investing.  The preliminary prospectus dated February 24, 2014 contains this and other information about the Company and should be read carefully before investing.
 
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  A registration statement relating to these securities has been filed and, on March 5, 2014, was declared effective by the Securities and Exchange Commission.
 
The offering is being made only by means of a final written prospectus forming part of the effective registration statement.  A copy of the final prospectus relating to the final offering may be obtained , when available, by contacting: Morgan Stanley & Co. LLC, Attn: Prospectus Department , 180 Varick Street, 2nd Floor, New York, NY 10014, or by calling (866) 718-1649, or by email: prospectus@morganstanley.com; Wells Fargo Securities, LLC, Attention: Equity Syndicate at 375 Park Avenue, New York, NY 10152-4077, or by calling (800) 326-5897, or by email: cmclientsupport@wellsfargo.com; Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, or by calling (866) 471-2526, sending a request via facsimile at (212) 902-9316, or by email: prospectus-ny@ny.email.gs.com; Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison Avenue, New York, NY 10010, or by calling (800) 221-1037, or by email: newyork.prospectus@credit-suisse.com; or UBS Securities LLC, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171, or by calling (888) 827-7275.
 
About TriplePoint Venture Growth BDC Corp.
 
TriplePoint Venture Growth BDC Corp. (the “Company”) is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business

 
development company under the Investment Company Act of 1940, as amended.  It was formed to expand the venture growth stage business segment of its sponsor, TriplePoint Capital LLC (“TriplePoint Capital”). The Company’s investment objective is to maximize its total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by primarily lending with warrants to venture growth stage companies focused in technology, life sciences and other high growth industries backed by a select group of leading venture capital investors.
 
Forward-Looking Statements
 
Statements included herein may constitute “forward-looking statements,” which relate to future events or the Company’s future performance or financial condition, including statements with regard to the Company’s anticipated use of the net proceeds of the offering.  These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond the Company’s control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including those described from time to time in the Company’s filings with the Securities and Exchange Commission, including the final prospectus that will be filed with the Securities and Exchange Commission.  The Company undertakes no duty to update any forward-looking statements made herein, unless required to do so by law.  All forward-looking statements speak only as of the time of this press release.
 
Contact:
Chuck Dohrenwend or Erica Jacobs, Abernathy MacGregor
212-371-5999 / 415-926-7961
cod@abmac.com / ej@abmac.com
 
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