BRANTLEY CAPITAL CORP.

BRANTLEY CAPITAL CORP.

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Company Overview
Brantley Capital Corporation is a publicly-traded investment company with active interests in providing equity and long-term debt financing to small and medium-sized companies in a variety of industries throughout the United States. It was incorporated in 1996 and has its registered head office in Cleveland, Ohio.
Brantley Capital Corporation’s portfolio comprises of private equity securities, and mezzanine investments primarily in the form of subordinated debt with warrants. During the year ended December 2003, Brantley Capital Corporation had investments in private companies including Disposable Products Company, LLC; Fitness Quest, Inc.; Flight Options International, Inc.; Health Care Solutions, Inc.; The Holland Group, Inc.; National Rehab Partners, Inc.; Integrated Physician Solutions, Inc.; Prime Office Products, Inc.; Streamline Foods, Inc.; and Value Creation Partners, Inc. In November 2004, Brantley Capital Corporation completed the sale of its primary interest in Fitness Quest, Inc.
Brantley Capital Corporation’s investment objective is to achieve long-term capital appreciation in the value of its investments and to provide current income primarily from interest, dividends and fees paid by its portfolio companies. Further, Brantley Capital Corporation’s investment advisor is Brantley Capital Management, L.L.C., a venture capital firm.
Business Summary
Brantley Capital Corporation is an investment company that has provided equity and long-term debt financing to small and medium-sized companies in a variety of industries throughout the United States. Its portfolio consists primarily of private equity securities, and, to a lesser extent, mezzanine investments primarily in the form of subordinated debt with warrants. Brantley Capital had investments in private companies, during the year ended December 31, 2003, including Disposable Products Company, LLC, Fitness Quest, Inc., Flight Options International, Inc., Health Care Solutions, Inc., The Holland Group, Inc., National Rehab Partners, Inc., Integrated Physician Solutions, Inc., Prime Office Products, Inc., Streamline Foods, Inc. and Value Creation Partners, Inc. Brantley Capital Management, L.L.C. serves as the Company’s investment advisor. On April 24, 2007, the Company completed the sale of substantially all of its investment assets to Brantley Equity Partners, L.P.
Description and history
Brantley Capital Corporation, incorporated in August 1996, is an investment company that has provided equity and long-term debt financing to small and medium-sized companies in a variety of industries throughout the United States. Its portfolio consists primarily of private equity securities, and, to a lesser extent, mezzanine investments primarily in the form of subordinated debt with warrants. Brantley Capital had investments in private companies, during the year ended December 31, 2003, including Disposable Products Company, LLC, Fitness Quest, Inc., Flight Options International, Inc., Health Care Solutions, Inc., The Holland Group, Inc., National Rehab Partners, Inc., Integrated Physician Solutions, Inc., Prime Office Products, Inc., Streamline Foods, Inc. and Value Creation Partners, Inc. Brantley Capital Management, L.L.C. serves as the Company’s investment advisor. The investment advisor is responsible, on a day-to-day basis, for the selection and supervision of the Company’s investments and for the oversight of its financial records and financial reporting requirements.

In November 2004, the Company completed the sale of its primary interest in Fitness Quest, Inc. On April 24, 2007, Brantley Capital Corporation completed the sale of substantially all of its investment assets to Brantley Equity Partners, L.P., an affiliate of Venture Capital Fund of America III, Inc. Such assets included its interests in Fitness Quest, Inc., Holland Group of Tennessee, Inc., Streamline Foods, Inc., TherEx, Inc., Value Creation Partners, Inc., Orion HealthCorp, Inc. and Prime Office Products, Inc.

Disposable Products Company, LLC

In August 1998, the Company entered into an investment led by Banc One Capital to provide a subordinated debt facility with warrants for Disposable Products Company, LLC. Disposable Products is an acquisition strategy company in the business of manufacturing and converting paper and non-woven materials into wiping products for sale to commercial, institutional, industrial and government markets. In addition, Disposable Products is a converter and reseller of other safety and industrial/ janitorial products. Proceeds of the transaction were used to complete Disposable Products’ first acquisition. The terms of the debt facility call for a 12% interest rate per annum with a final maturity in 2003 that has been extended. The Company also received a detachable capital stock purchase warrant exercisable for 65% of the fully diluted capital stock of Disposable Products at the time of exercise at a nominal exercise price.

Fitness Quest, Inc.

The Company maintains a 15.1% ownership interest in Fitness Quest, Inc. Fitness Quest is a direct marketing and distribution company. Fitness Quest has been in the fitness promotional products business since 1994. As of December 31, 2003, Fitness Quest accounted for 15% of the Company’s total assets.

Flight Options International, Inc.

Brantley Capital has equity investment in Flight Options International, Inc. Flight Options provides complete private air travel service through the sale of fractional interests in pre-owned jet aircraft. On December 21, 2001, Flight Options, Inc. and Raytheon Travel Air agreed to combine operations into one fractional aircraft ownership program to be known as Flight Options. Under the terms of the transaction, Flight Options, Inc. holds 50.1% ownership of the new business with Raytheon holding 49.9%. The transaction was completed during the year ended March 31, 2002. As of December 31, 2003, Flight Options accounted for 42% of the Company’s total assets.

Health Care Solutions, Inc.

Health Care Solutions is an acquisition strategy company in the home healthcare services market with a strong presence in the Midwest and Great Lakes regions. On May 1, 2003, Health Care Solutions sold its respiratory division assets. Through July 31, 2003, Health Care Solutions sold its remaining operating assets. As a result of these transactions, the Company has received proceeds and receives additional proceeds. The remaining corporate assets of Health Care Solutions are being marketed for a projected sale.

The Holland Group, Inc.

On July 13, 2000, the Company funded a commitment to invest with Brantley Partners IV, L.P. in a preferred stock issue of The Holland Group, Inc. The Holland Group is a provider of temporary staffing and human resource management services that operates 35 branches in five states.

National Rehab Partners, Inc.

On August 10, 1999, Brantley Capital funded a commitment to invest with Brantley Partners IV, L.P. and a third-party equity group in a preferred stock issue for National Rehab Partners, Inc. National Rehab Partners is a rehabilitation management service company providing rehabilitation services through acute care hospitals and hospital systems throughout the United States. National Rehab Partners focuses exclusively on helping hospitals develop their outpatient rehabilitation services.

Integrated Physician Solutions, Inc.

On January 28, 1999, Brantley Capital funded a commitment to invest with Brantley Venture Partners III, L.P. in a preferred stock issue for Integrated Physician Solutions, Inc. Integrated Physician Solutions is a physician practice management systems provider. Its objective is to develop an integrated physician practice management system in the United States. As of December 31, 20003, Integrated Physician Solutions accounted for 5% of the Company’s total assets.

Prime Office Products, Inc.

On April 22, 1999, Brantley Capital entered into a commitment to invest with Brantley Partners IV, L.P. and Massey Burch Capital Corp. in a preferred stock issue for Prime Office Products, Inc. Prime Office Products is an office products marketing and distribution company.

Streamline Foods, Inc.

On February 7, 2002, Brantley Capital funded a commitment to invest with Brantley Partners IV, L.P. in a preferred stock and subordinated debt issue for Streamline Foods, Inc. Streamline Foods, Inc. sources, blends, packages and distributes high-sugar content food products for branded multi-national food companies and private-label manufacturers.

Value Creation Partners, Inc.

On June 14, 2000, Brantley Capital completed a commitment to invest with Brantley Partners IV, L.P. and several other private-equity investors in a preferred stock issue for Value Creation Partners, Inc. Value Creation Partners is an acquisition strategy company in the food industry.

Business Line
Active interests in providing equity and long-term debt financing to small and medium-sized companies in a variety of industries throughout the United States
Subsidiary

Advisor
KPMG LLP
IPO date
12/1996
US SIC Code
6733
Company Address
Suite 350
3201, Enterprise Parkway
City province or state postal code
44122, CLEVELAND, OH
Phone: +1 216 283 4800
Fax: +1 216 283 5324
Country address: UNITED STATES OF AMERICA
Website url: www.brantleycapitalcorp.com