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TABLE OF CONTENTS

Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


ý



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2020March 31, 2021


OR


o



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from:             to             

Commission File Number: 001-33723

Main Street Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization)

41-2230745
(I.R.S. Employer
Identification No.)


1300 Post Oak Boulevard, 8th Floor
Houston, TX
(Address of principal executive offices)



77056
(Zip Code)

(713) 350-6000

(Registrant'sRegistrant’s telephone number including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which
Registered

Common Stock, par value $0.01 per share

MAIN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o


Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

The number of shares outstanding of the issuer'sissuer’s common stock as of August 6, 2020May 7, 2021 was 65,865,341.68,226,733.



Table of Contents


TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION

PART I

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

Consolidated Balance Sheets—June 30, 2020March 31, 2021 (unaudited) and December 31, 20192020

1

Consolidated Statements of Operations (unaudited)—Three and six months ended June 30,March 31, 2021 and 2020 and 2019

2

Consolidated Statements of Changes in Net Assets (unaudited)—SixThree months ended June 30,March 31, 2021 and 2020 and 2019

3

Consolidated Statements of Cash Flows (unaudited)—SixThree months ended June 30,March 31, 2021 and 2020 and 2019

4

Consolidated Schedule of Investments (unaudited)—June 30, 2020March 31, 2021

5

Consolidated Schedule of Investments—December 31, 20192020

30

Notes to Consolidated Financial Statements (unaudited)

56

53

Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—SixThree months ended June 30,March 31, 2021 and 2020 and 2019

98

88

Item 2.

Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

108

97

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

132

111

Item 4.

Controls and Procedures

133


PART II
OTHER INFORMATION

112

Item 1.

PART II

Legal Proceedings

134

Item 1A.

OTHER INFORMATION

Risk Factors

134

Item 1.

Legal Proceedings

113

Item 1A.

Risk Factors

113

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

134

Item 6.113

Exhibits

135

Item 5.

Other Information

Signatures

113

Item 6.

136Exhibits

115

Signatures

116



Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(dollars in thousands, except shares and per share amounts)


 June 30,
2020
 December 31,
2019
 

 (Unaudited)
  
 

ASSETS

     

     

Investments at fair value:

     

Control investments (cost: $796,019 and $778,367 as of June 30, 2020 and December 31, 2019, respectively)

 $1,008,139 $1,032,721 

Affiliate investments (cost: $372,475 and $351,764 as of June 30, 2020 and December 31, 2019, respectively)

 321,709 330,287 

Non-Control/Non-Affiliate investments (cost: $1,257,360 and $1,297,587 as of June 30, 2020 and December 31, 2019, respectively)

 1,089,705 1,239,316 

Total investments (cost: $2,425,854 and $2,427,718 as of June 30, 2020 and December 31, 2019, respectively)

 2,419,553 2,602,324 

     

Cash and cash equivalents

 68,539 55,246 

Interest receivable and other assets

 48,865 50,458 

Receivable for securities sold

 5,650  

Deferred financing costs (net of accumulated amortization of $7,981 and $7,501 as of June 30, 2020 and December 31, 2019, respectively)

 3,188 3,521 

Total assets

 $2,545,795 $2,711,549 

March 31, 

December 31, 

    

2021

    

2020

(Unaudited)

ASSETS

 

  

 

  

Investments at fair value:

 

  

 

  

Control investments (cost: $896,464 and $831,490 as of March 31, 2021 and December 31, 2020, respectively)

$

1,192,964

$

1,113,725

Affiliate investments (cost: $419,487 and $416,479 as of March 31, 2021 and December 31, 2020, respectively)

 

375,723

 

366,301

Non‑Control/Non‑Affiliate investments (cost: $1,281,784 and $1,268,740 as of March 31, 2021 and December 31, 2020, respectively)

 

1,231,444

 

1,204,840

Total investments (cost: $2,597,735 and $2,516,709 as of March 31, 2021 and December 31, 2020, respectively)

 

2,800,131

 

2,684,866

Cash and cash equivalents

 

65,001

 

31,919

Interest receivable and other assets

 

45,012

 

49,761

Deferred financing costs (net of accumulated amortization of $8,734 and $8,477 as of March 31, 2021 and December 31, 2020, respectively)

 

2,561

 

2,818

Total assets

$

2,912,705

$

2,769,364

LIABILITIES

     

 

 

Credit facility

 
$

315,000
 
$

300,000
 

$

87,000

$

269,000

SBIC debentures (par: $314,800 ($50,000 due within one year) and $311,800 as of June 30, 2020 and December 31, 2019, respectively)

 308,814 306,188 

5.20% Notes due 2024 (par: $325,000 as of both June 30, 2020 and December 31, 2019)

 324,541 324,595 

4.50% Notes due 2022 (par: $185,000 as of both June 30, 2020 and December 31, 2019)

 183,533 183,229 

SBIC debentures (par: $290,000 and $309,800 as of March 31, 2021 and December 31, 2020, respectively)

 

283,948

 

303,972

5.20% Notes due 2024 (par: $450,000 as of both March 31, 2021 and December 31, 2020)

 

451,681

 

451,817

4.50% Notes due 2022 (par: $185,000 as of both March 31, 2021 and December 31, 2020)

 

183,988

 

183,836

3.00% Notes due 2026 (par: $300,000 as of March 31, 2021)

 

294,948

 

Accounts payable and other liabilities

 17,038 24,532 

 

20,134

 

20,833

Payable for securities purchased

 4,568  

 

18,992

 

Interest payable

 7,494 7,292 

 

15,268

 

8,658

Dividend payable

 13,474 13,174 

 

13,942

 

13,889

Deferred tax liability, net

 389 16,149 

 

2,640

 

2,592

Total liabilities

 1,174,851 1,175,159 

 

1,372,541

 

1,254,597

Commitments and contingencies (Note K)

 
 
 
 
 

 

 

NET ASSETS

 
 
 
 
 

 

 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 65,748,805 and 64,241,341 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively)

 
658
 
643
 

Additional paid-in capital

 1,554,928 1,512,435 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 68,000,898 and 67,674,853 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively)

 

680

 

677

Additional paid‑in capital

 

1,625,881

 

1,615,940

Total undistributed (overdistributed) earnings

 (184,642) 23,312 

 

(86,397)

 

(101,850)

Total net assets

 1,370,944 1,536,390 

 

1,540,164

 

1,514,767

Total liabilities and net assets

 $2,545,795 $2,711,549 

$

2,912,705

$

2,769,364

NET ASSET VALUE PER SHARE

 $20.85 $23.91 

$

22.65

$

22.35

The accompanying notes are an integral part of these consolidated financial statements


1


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(dollars in thousands, except shares and per share amounts)

(Unaudited)


 Three Months Ended
June 30,
 Six Months Ended
June 30,
 

 2020 2019 2020 2019 

Three Months Ended

    

March 31, 

    

2021

    

2020

    

INVESTMENT INCOME:

         

 

  

 

  

 

Interest, fee and dividend income:

         

 

  

 

  

 

Control investments

 $19,327 $23,617 $38,800 $47,308 

$

24,025

$

19,474

Affiliate investments

 7,207 8,346 15,371 17,417 

 

11,505

 

8,164

Non-Control/Non-Affiliate investments

 25,473 29,330 53,985 57,932 

Non‑Control/Non‑Affiliate investments

 

27,277

 

28,512

Total investment income

 52,007 61,293 108,156 122,657 

 

62,807

 

56,150

EXPENSES:

         

 

 

Interest

 (11,898) (12,329) (24,338) (24,245)

 

(13,804)

 

(12,441)

Compensation

 (4,802) (5,516) (7,300) (11,585)

 

(6,318)

 

(2,498)

General and administrative

 (3,000) (3,160) (6,473) (6,363)

 

(2,975)

 

(3,473)

Share-based compensation

 (2,817) (2,378) (5,654) (4,707)

Share‑based compensation

 

(2,333)

 

(2,837)

Expenses allocated to the External Investment Manager

 1,804 1,707 3,448 3,350 

 

2,380

 

1,644

Total expenses

 (20,713) (21,676) (40,317) (43,550)

 

(23,050)

 

(19,605)

NET INVESTMENT INCOME

 31,294 39,617 67,839 79,107 

 

39,757

 

36,545

NET REALIZED GAIN (LOSS):

 
 
 
 
 
 
 
 
 

 

 

Control investments

 1,606 (756) (19,866) (943)

 

(10,925)

 

(21,472)

Affiliate investments

  789 (235) (2,452)

 

(4,803)

 

(235)

Non-Control/Non-Affiliate investments

 (10,190) (2,587) (10,348) (4,892)

Non‑Control/Non‑Affiliate investments

 

(2)

 

(158)

Realized loss on extinguishment of debt

   (534) (5,689)

 

 

(534)

Total net realized loss

 (8,584) (2,554) (30,983) (13,976)

 

(15,730)

 

(22,399)

NET UNREALIZED APPRECIATION (DEPRECIATION):

         

 

 

Control investments

 (6,825) 10,137 (42,235) 15,083 

 

14,261

 

(35,410)

Affiliate investments

 (8,123) (568) (29,289) 1,808 

 

6,417

 

(21,166)

Non-Control/Non-Affiliate investments

 28,112 (4,712) (109,620) (810)

Non‑Control/Non‑Affiliate investments

 

13,323

 

(137,732)

SBIC debentures

  (233) 460 4,945 

 

 

460

Total net unrealized appreciation (depreciation)

 13,164 4,624 (180,684) 21,026 

 

34,001

 

(193,848)

INCOME TAXES:

         

 

 

Federal and state income, excise and other taxes

 (550) (963) (255) (1,665)

 

(634)

 

294

Deferred taxes

 8,045 (2,470) 16,015 (4,837)

 

(48)

 

7,970

Income tax benefit (provision)

 7,495 (3,433) 15,760 (6,502)

 

(682)

 

8,264

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

 $43,369 $38,254 $(128,068)$79,655 

$

57,346

$

(171,438)

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

 $0.48 $0.63 $1.04 $1.27 

$

0.58

$

0.57

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED

 $0.66 $0.61 $(1.97)$1.28 

$

0.84

$

(2.66)

WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED

 65,303,580 62,880,035 64,920,025 62,375,166 

 

68,126,576

 

64,536,471

The accompanying notes are an integral part of these consolidated financial statements


2


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(Unaudited)


 Common Stock  
  
  
 

  
 Total
Undistributed
(Overdistributed)
Earnings
  
 

 Number
of Shares
 Par
Value
 Additional
Paid-In
Capital
 Total Net
Asset Value
 

Balances at December 31, 2018

 61,264,861 $613 $1,409,945 $65,491 $1,476,049 

Public offering of common stock, net of offering costs

 960,684 9 35,376  35,385 

Share-based compensation

   2,329  2,329 

Dividend reinvestment

 96,189 1 3,595  3,596 

Amortization of directors' deferred compensation

   216  216 

Issuance of restricted stock

 52,043 1 (1)   

Dividends to stockholders

   70 (36,549) (36,479)

Net increase resulting from operations

    41,401 41,401 

Balances at March 31, 2019

 62,373,777 $624 $1,451,530 $70,343 $1,522,497 

Total

Public offering of common stock, net of offering costs

 245,989 2 9,416  9,418 

Share-based compensation

   2,378  2,378 

Purchase of vested stock for employee payroll tax withholding

 (90,404) (1) (3,364)  (3,365)

Dividend reinvestment

 133,128 1 5,392  5,393 

Amortization of directors' deferred compensation

   216  216 

Issuance of restricted stock, net of forfeited shares

 262,642 3 (3)   

Dividends to stockholders

   114 (53,823) (53,709)

Net increase resulting from operations

    38,254 38,254 

Balances at June 30, 2019

 62,925,132 $629 $1,465,679 $54,774 $1,521,082 

Common Stock

Additional

Undistributed

Number of

Par

PaidIn

(Overdistributed)

Total Net

    

Shares

    

Value

    

Capital

    

Earnings

    

Asset Value

Balances at December 31, 2019

 64,252,937 $643 $1,512,435 $23,312 $1,536,390 

 

64,252,937

$

643

$

1,512,435

$

23,312

$

1,536,390

Public offering of common stock, net of offering costs

 91,458 1 3,854  3,855 

 

91,458

 

1

 

3,854

 

 

3,855

Share-based compensation

   2,837  2,837 

Share‑based compensation

 

 

 

2,837

 

 

2,837

Purchase of vested stock for employee payroll tax withholding

 (851)  (29)  (29)

(851)

(29)

(29)

Dividend reinvestment

 108,722 1 3,929  3,930 

 

108,722

 

1

 

3,929

 

 

3,930

Amortization of directors' deferred compensation

   238  238 

Issuance of restricted stock, net of forfeited shares

 10,383     

Amortization of directors’ deferred compensation

 

 

 

238

 

 

238

Issuance of restricted stock

 

10,383

 

 

 

 

Dividends to stockholders

   93 (39,706) (39,613)

 

 

 

93

 

(39,706)

 

(39,613)

Net decrease resulting from operations

    (171,438) (171,438)

 

 

 

 

(171,438)

 

(171,438)

Balances at March 31, 2020

 64,462,649 $645 $1,523,357 $(187,832)$1,336,170 

 

64,462,649

$

645

$

1,523,357

$

(187,832)

$

1,336,170

Balances at December 31, 2020

 

67,762,032

$

677

$

1,615,940

$

(101,850)

$

1,514,767

Public offering of common stock, net of offering costs

 824,968 9 26,007  26,016 

117,388

 

2

 

3,626

 

 

3,628

Share-based compensation

   2,817  2,817 

Share‑based compensation

 

 

2,333

 

 

2,333

Purchase of vested stock for employee payroll tax withholding

 (84,094) (1) (1,730)  (1,731)

(180)

 

 

(7)

 

 

(7)

Dividend reinvestment

 146,229 1 4,158  4,159 

106,651

 

1

 

3,698

 

 

3,699

Amortization of directors' deferred compensation

   224  224 

Issuance of restricted stock, net of forfeited shares

 414,053 4 (4)   

Amortization of directors’ deferred compensation

 

 

195

 

 

195

Issuance of restricted stock

15,007

 

 

 

 

Dividends to stockholders

   99 (40,179) (40,080)

 

 

96

 

(41,893)

 

(41,797)

Net increase resulting from operations

    43,369 43,369 

 

 

-

 

57,346

 

57,346

Balances at June 30, 2020

 65,763,805 $658 $1,554,928 $(184,642)$1,370,944 

Balances at March 31, 2021

68,000,898

$

680

$

1,625,881

$

(86,397)

$

1,540,164

The accompanying notes are an integral part of these consolidated financial statements


3


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)


 Six Months Ended
June 30,
 

 2020 2019 

Three Months Ended

    

March 31, 

2021

   

2020

CASH FLOWS FROM OPERATING ACTIVITIES

     

Net increase (decrease) in net assets resulting from operations

 $(128,068)$79,655 

$

57,346

$

(171,438)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

     

Investments in portfolio companies

 (264,289) (301,298)

(208,186)

(138,608)

Proceeds from sales and repayments of debt investments in portfolio companies

 220,339 220,925 

121,027

157,027

Proceeds from sales and return of capital of equity investments in portfolio companies

 15,341 18,169 

13,920

3,180

Net unrealized (appreciation) depreciation

 180,684 (21,026)

(34,001)

193,848

Net realized loss

 30,983 13,976 

15,730

22,399

Accretion of unearned income

 (5,959) (5,997)

(2,468)

(3,583)

Payment-in-kind interest

 (1,883) (2,502)

(2,389)

(591)

Cumulative dividends

 (1,022) (1,350)

(425)

(542)

Share-based compensation expense

 5,654 4,707 

2,333

2,837

Amortization of deferred financing costs

 1,353 1,790 

740

663

Deferred tax (benefit) provision

 (16,015) 4,837 

48

(7,970)

Changes in other assets and liabilities:

     

Interest receivable and other assets

 7,626 (6,792)

4,096

5,914

Interest payable

 202 2,115 

6,610

4,019

Accounts payable and other liabilities

 (7,032) 4,085 

(504)

(6,990)

Deferred fees and other

 1,791 1,226 

1,172

1,198

Net cash provided by (used in) operating activities

(24,951)

61,363

Net cash provided by operating activities

 39,705 12,520 

CASH FLOWS FROM FINANCING ACTIVITIES

 
 
 
 
 

Proceeds from public offering of common stock, net of offering costs

 29,871 44,803 

3,628

3,855

Proceeds from public offering of 5.20% Notes due 2024

  250,000 

Proceeds from public offering of 3.00% Notes due 2026

300,000

-

Dividends paid

 (71,305) (80,247)

(38,045)

(35,639)

Proceeds from issuance of SBIC debentures

 25,000  

20,200

15,000

Repayments of SBIC debentures

 (22,000) (24,000)

(40,000)

(22,000)

Proceeds from credit facility

 184,000 201,000 

125,000

94,000

Repayments on credit facility

 (169,000) (380,000)

(307,000)

(117,000)

Payment of deferred issuance costs and SBIC debenture fees

 (1,218) (4,344)

Debt issuance costs, net

(5,743)

(608)

Purchases of vested stock for employee payroll tax withholding

 (1,760) (3,365)

(7)

(29)

Net cash provided by (used in) financing activities

 (26,412) 3,847 

58,033

(62,421)

Net increase in cash and cash equivalents

 13,293 16,367 

Net increase (decrease) in cash and cash equivalents

33,082

(1,058)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 55,246 54,181 

31,919

55,246

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 $68,539 $70,548 

$

65,001

$

54,188

Supplemental cash flow disclosures:

     

Interest paid

 $22,722 $20,279 

$

6,424

$

7,729

Taxes paid

 $1,783 $1,672 

$

(487)

$

1,466

Operating non-cash activities:

     

Right-of-use assets obtained in exchange for operating lease liabilities

 $ $5,240 

$

-

$

5,240

Non-cash financing activities:

     

Shares issued pursuant to the DRIP

 $8,089 $8,989 

$

3,699

$

3,930

The accompanying notes are an integral part of these consolidated financial statements


4


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Control Investments(5)

   

 

 

 

       

  

Access Media Holdings, LLC(10)

 July 22, 2015 

Private Cable Operator

       

    

10.00% PIK Secured Debt (Maturity—July 22, 2020)(14)(19)

 $23,828 $23,828 $3,937 

    

Preferred Member Units (9,481,500 units)(24)

   9,375 (284)

    

Member Units (45 units)

   1  

      33,204 3,653 

  

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

ASC Interests, LLC

 August 1, 2013 

Recreational and Educational Shooting Facility

       

August 1, 2013

Recreational and Educational Shooting Facility

    

13.00% Secured Debt (Maturity—July 31, 2022)

 1,650 1,606 1,606 

    

Member Units (1,500 units)

   1,500 1,050 

Secured Debt

13.00%

7/31/2022

1,750

1,720

1,720

      3,106 2,656 

  

Member Units

1,500

1,500

1,170

3,220

2,890

Analytical Systems Keco, LLC

 August 16, 2019 

Manufacturer of Liquid and Gas Analyzers

       

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

    

LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (Maturity—August 16, 2024)(9)

 5,295 4,976 4,976 

    

Preferred Member Units (3,200 units)

   3,200 3,890 

    

Warrants (420 equivalent shares; Expiration—August 16, 2029; Strike price—$0.01 per share)

   316 510 

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

5,155

4,889

4,889

(9)

      8,492 9,376 

  

ATS Workholding, LLC(10)

 March 10, 2014 

Manufacturer of Machine Cutting Tools and Accessories

       

    

5% Secured Debt (Maturity—November 16, 2021)

 4,919 4,729 3,965 

    

Preferred Member Units (3,725,862 units)

   3,726  

Preferred Member Units

3,200

3,200

2,730

      8,455 3,965 

  

Bond-Coat, Inc.

 December 28, 2012 

Casing and Tubing Coating Services

      ��

    

Common Stock (57,508 shares)

   6,350 6,830 

  

Warrants

420

8/16/2029

316

-

(27)

8,405

7,619

ATS Workholding, LLC

(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories

Secured Debt

5.00%

11/16/2021

4,942

4,784

3,184

(14)

Preferred Member Units

3,725,862

3,726

-

8,510

3,184

Project BarFly, LLC

(10)

August 31, 2015

Casual Restaurant Group

Secured Debt

7.00%

10/31/2024

711

711

711

Member Units

37

1,584

1,584

2,295

2,295

Bolder Panther Group, LLC

December 31, 2020

Consumer Goods and Fuel Retailer

Secured Debt

9.50% (L+8.00%, Floor 1.50%)

12/31/2025

500

500

500

(9)

Secured Debt

10.50% (L+9.00%, Floor 1.50%)

12/31/2025

27,500

27,239

27,239

(9)

Class A Preferred Member Units

14.00%

10,194

10,194

(8) (30)

Class B Preferred Member Units

140,000

8.00%

14,000

14,000

(8) (30)

51,933

51,933

Bond-Coat, Inc.

Casing and Tubing Coating Services

Common Stock

57,508

6,350

2,480

Brewer Crane Holdings, LLC

 January 9, 2018 

Provider of Crane Rental and Operating Services

       

January 9, 2018

Provider of Crane Rental and Operating Services

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—January 9, 2023)(9)

 8,804 8,751 8,751 

    

Preferred Member Units (2,950 units)(8)

   4,280 4,280 

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

8,432

8,394

8,394

(9)

      13,031 13,031 

  

Bridge Capital Solutions Corporation

 April 18, 2012 

Financial Services and Cash Flow Solutions Provider

       

    

13.00% Secured Debt (Maturity—December 11, 2024)

 8,813 8,085 8,085 

    

Warrants (82 equivalent shares; Expiration—July 25, 2026; Strike price—$0.01 per share)

   2,132 3,320 

    

13.00% Secured Debt (Mercury Service Group, LLC) (Maturity—December 11, 2024)

 1,000 997 997 

    

Preferred Member Units (Mercury Service Group, LLC) (17,742 units)(8)

   1,000 1,000 

Preferred Member Units

2,950

4,280

5,490

(8)

      12,214 13,402 

  

Café Brazil, LLC

 April 20, 2004 

Casual Restaurant Group

       

    

Member Units (1,233 units)(8)

   1,742 2,180 

  

12,674

13,884


5


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Bridge Capital Solutions Corporation

April 18, 2012

Financial Services and Cash Flow Solutions Provider

Secured Debt

13.00%

12/11/2024

8,813

8,573

8,573

Warrants

82

7/25/2026

2,132

3,340

(27)

Secured Debt

13.00%

12/11/2024

1,000

999

999

(30)

Preferred Member Units

17,742

1,000

1,000

(8) (30)

12,704

13,912

Café Brazil, LLC

April 20, 2004

Casual Restaurant Group

Member Units

1,233

1,742

2,260

California Splendor Holdings LLC

 March 30, 2018 

Processor of Frozen Fruits

       

March 30, 2018

Processor of Frozen Fruits

    

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—March 30, 2023)(9)

 15,679 15,573 15,534 

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.50%, Secured Debt (Maturity—March 30, 2023)(9)

 28,000 27,827 27,762 

    

Preferred Member Units (6,725 units)(8)

   7,706 7,706 

    

Preferred Member Units (6,157 units)(8)

   10,775 5,781 

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

3/30/2023

2,500

2,423

2,423

(9)

      61,881 56,783 

  

CBT Nuggets, LLC ("CBT")

 June 1, 2006 

Produces and Sells IT Training Certification Videos

       

    

Member Units (416 units)(8)

   1,300 46,060 

  

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/30/2023

28,000

27,869

27,869

(9)

Preferred Member Units

6,725

8,565

8,565

(8)

Preferred Member Units

6,157

10,775

6,872

(8)

49,632

45,729

CBT Nuggets, LLC

June 1, 2006

Produces and Sells IT Training Certification Videos

Member Units

416

1,300

46,080

(8)

Centre Technologies Holdings, LLC

 January 4, 2019 

Provider of IT Hardware Services and Software Solutions

       

January 4, 2019

Provider of IT Hardware Services and Software Solutions

    

LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (Maturity—January 4, 2024)(9)

 11,934 11,843 11,843 

    

Preferred Member Units (12,696 units)

   5,840 5,840 

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

9,875

9,813

9,813

(9)

      17,683 17,683 

  

Preferred Member Units

12,696

5,840

6,160

15,653

15,973

Chamberlin Holding LLC

 February 26, 2018 

Roofing and Waterproofing Specialty Contractor

       

February 26, 2018

Roofing and Waterproofing Specialty Contractor

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—February 26, 2023)(9)

 17,773 17,666 17,773 

    

Member Units (4,347 units)(8)

   11,440 24,150 

    

Member Units (Chamberlin Langfield Real Estate, LLC) (1,047,146 units)(8)

   1,047 920 

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

15,212

15,144

15,212

(9)

      30,153 42,843 

  

Member Units

4,347

11,440

28,280

(8)

Member Units

1,047,146

1,322

1,330

(8) (30)

27,906

44,822

Charps, LLC

 February 3, 2017 

Pipeline Maintenance and Construction

       

February 3, 2017

Pipeline Maintenance and Construction

    

15.00% Secured Debt (Maturity—June 5, 2022)

 2,000 2,000 2,000 

    

Preferred Member Units (1,600 units)(8)

   400 8,130 

Unsecured Debt

10.00% (8.67% Cash, 1.33% PIK)

1/31/2024

8,978

7,364

7,718

(19)

      2,400 10,130 

  

Clad-Rex Steel, LLC

 December 20, 2016 

Specialty Manufacturer of Vinyl-Clad Metal

       

    

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—December 20, 2021)(9)

 10,880 10,841 10,841 

    

Member Units (717 units)(8)

   7,280 8,610 

    

10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity—December 20, 2036)

 1,124 1,113 1,113 

    

Member Units (Clad-Rex Steel RE Investor, LLC) (800 units)

   210 460 

Preferred Member Units

1,600

400

11,320

(8)

      19,444 21,024 

  

CMS Minerals Investments

 January 30, 2015 

Oil & Gas Exploration & Production

       

    

Member Units (CMS Minerals II, LLC) (100 units)(8)

   2,260 1,638 

  

7,764

19,038


6


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Cody Pools, Inc.

 March 6, 2020 

Designer of Residential and Commercial Pools

       

    

LIBOR Plus 10.50% (Floor 1.75%), Current Coupon 12.25%, Secured Debt (Maturity—March 6, 2025)(9)

 15,800 15,650 15,650 

    

Preferred Member Units (587 units)

   8,317 8,317 

      23,967 23,967 

  

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

1/15/2024

10,880

10,773

10,773

(9)

Member Units

717

7,280

8,610

(8)

Secured Debt

10.00%

12/20/2036

1,103

1,093

1,093

(30)

Member Units

800

210

530

(30)

19,356

21,006

CMS Minerals Investments

January 30, 2015

Oil & Gas Exploration & Production

(8)

Member Units

100

2,142

1,767

(30)

Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial Pools

Secured Debt

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

14,016

13,899

14,016

(9)

Preferred Member Units

587

8,317

18,870

22,216

32,886

Colonial Electric Company LLC

March 31, 2021

Provider of Electrical Contracting Services

Secured Debt

12.00%

3/31/2026

25,200

24,948

24,948

Preferred Member Units

17,280

7,680

7,680

32,628

32,628

CompareNetworks Topco, LLC

 January 29, 2019 

Internet Publishing and Web Search Portals

       

January 29, 2019

Internet Publishing and Web Search Portals

    

LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (Maturity—January 29, 2024)(9)

 8,014 7,950 7,950 

    

Preferred Member Units (1,975 units)

   1,975 4,080 

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/29/2024

7,954

7,913

7,954

(9)

      9,925 12,030 

  

Copper Trail Fund Investments(12)(13)

 July 17, 2017 

Investment Partnership

       

    

LP Interests (CTMH, LP) (Fully diluted 38.8%)

   762 762 

  

Preferred Member Units

1,975

1,975

8,310

(8)

9,888

16,264

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTMH, LP)

39%

710

710

(31)

Datacom, LLC

 May 30, 2014 

Technology and Telecommunications Provider

       

May 30, 2014

Technology and Telecommunications Provider

    

8.00% Secured Debt (Maturity—May 31, 2021)(14)

 1,800 1,800 1,615 

    

10.50% PIK Secured Debt (Maturity—May 31, 2021)(14)(19)

 12,507 12,475 10,142 

    

Class A Preferred Member Units

   1,294  

    

Class B Preferred Member Units (6,453 units)

   6,030  

Secured Debt

5.00%

12/31/2025

8,973

8,037

8,037

      21,599 11,757 

  

Preferred Member Units

9,000

2,610

2,610

10,647

10,647

Digital Products Holdings LLC

 April 1, 2018 

Designer and Distributor of Consumer Electronics

       

April 1, 2018

Designer and Distributor of Consumer Electronics

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 1, 2023)(9)

 18,960 18,841 18,165 

    

Preferred Member Units (3,857 shares)(8)

   9,501 4,595 

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

17,843

17,758

17,758

(9)

      28,342 22,760 

  

Direct Marketing Solutions, Inc.

 February 13, 2018 

Provider of Omni-Channel Direct Marketing Services

       

    

LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (Maturity—February 13, 2023)(9)

 15,247 15,146 15,247 

    

Preferred Stock (8,400 shares)

   8,400 20,060 

Preferred Member Units

3,857

9,501

9,835

(8)

      23,546 35,307 

  

Gamber-Johnson Holdings, LLC ("GJH")

 June 24, 2016 

Manufacturer of Ruggedized Computer Mounting Systems

       

    

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—June 24, 2021)(9)

 19,838 19,777 19,838 

    

Member Units (8,619 units)(8)

   14,844 53,240 

27,259

27,593

      34,621 73,078 

  


7


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

15,090

15,015

15,015

(9)

Preferred Stock

8,400

8,400

17,820

23,415

32,835

Gamber-Johnson Holdings, LLC ("GJH")

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

20,638

20,623

20,638

(9)

Member Units

9,042

17,692

55,250

(8)

38,315

75,888

Garreco, LLC

 July 15, 2013 

Manufacturer and Supplier of Dental Products

       

July 15, 2013

Manufacturer and Supplier of Dental Products

    

LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%), Current Coupon 9.43%, Secured Debt (Maturity—January 31, 2021)(9)

 4,519 4,519 4,519 

    

Member Units (1,200 units)

   1,200 1,700 

Secured Debt

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)

7/31/2022

4,519

4,519

4,519

(9)

      5,719 6,219 

  

Member Units

1,200

1,200

1,670

5,719

6,189

GRT Rubber Technologies LLC ("GRT")

 December 19, 2014 

Manufacturer of Engineered Rubber Products

       

December 19, 2014

Manufacturer of Engineered Rubber Products

    

LIBOR Plus 7.00%, Current Coupon 7.17%, Secured Debt (Maturity—December 31, 2023)

 16,775 16,775 16,775 

    

Member Units (5,879 units)(8)

   13,065 45,430 

Secured Debt

7.12% (L+7.00%)

12/31/2023

16,775

16,775

16,775

      29,840 62,205 

  

Member Units

5,879

13,065

44,900

(8)

29,840

61,675

Gulf Manufacturing, LLC

 August 31, 2007 

Manufacturer of Specialty Fabricated Industrial Piping Products

       

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping Products

    

Member Units (438 units)(8)

   2,980 4,800 

  

Member Units

438

2,980

4,650

(8)

Gulf Publishing Holdings, LLC

 April 29, 2016 

Energy Industry Focused Media and Publishing

       

April 29, 2016

Energy Industry Focused Media and Publishing

    

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 5.25% / 5.25% PIK, Current Coupon Plus PIK 10.50%, Secured Debt (Maturity—September 30, 2020)(9)(19)

 243 243 243 

    

6.25% Current / 6.25% PIK Secured Debt (Maturity—April 29, 2021)(19)

 12,735 12,707 11,616 

    

Member Units (3,681 units)

   3,681  

Secured Debt

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

253

253

253

(9) (17) (19)

      16,631 11,859 

  

Harborside Holdings, LLC

 March 20, 2017 

Real Estate Holding Company

       

    

Member units (100 units)

   6,606 7,660 

  

Harris Preston Fund Investments(12)(13)

 October 1, 2017 

Investment Partnership

       

    

LP Interests (2717 MH, L.P.) (Fully diluted 49.3%)

   2,735 2,977 

  

Harrison Hydra-Gen, Ltd.

 June 4, 2010 

Manufacturer of Hydraulic Generators

       

    

Common Stock (107,456 shares)(8)

   718 5,640 

  

Jensen Jewelers of Idaho, LLC

 November 14, 2006 

Retail Jewelry Store

       

    

Prime Plus 6.75% (Floor 2.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2023)(9)

 3,850 3,816 3,800 

    

Member Units (627 units)(8)

   811 7,270 

Secured Debt

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

13,353

13,350

12,259

(19)

      4,627 11,070 

  

J&J Services, Inc.

 October 31, 2019 

Provider of Dumpster and Portable Toilet Rental Services

       

    

11.50% Secured Debt (Maturity—October 31, 2024)

 15,200 15,065 15,200 

    

Preferred Stock (2,814 shares)

   7,085 9,900 

Member Units

3,681

3,681

-

      22,150 25,100 

  

KBK Industries, LLC

 January 23, 2006 

Manufacturer of Specialty Oilfield and Industrial Products

       

    

Member Units (325 units)(8)

   783 13,140 

  

17,284

12,512

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

LP Interests (2717 MH, L.P.)

49%

2,646

2,684

(31)

LP Interests (2717 HPP-MS, L.P.)

49%

250

250

(31)

2,896

2,934

Harrison Hydra-Gen, Ltd.

June 4, 2010

Manufacturer of Hydraulic Generators

Common Stock

107,456

718

5,320


8


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Jensen Jewelers of Idaho, LLC

November 14, 2006

Retail Jewelry Store

Secured Debt

10.00% (Prime+6.75%, Floor 2.00%)

11/14/2023

3,250

3,227

3,250

(9)

Member Units

627

811

8,320

(8)

4,038

11,570

J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

Secured Debt

11.50%

10/31/2024

12,800

12,702

12,800

Preferred Stock

2,814

7,085

12,680

19,787

25,480

KBK Industries, LLC

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial Products

Member Units

325

783

13,200

(8)

Kickhaefer Manufacturing Company, LLC

 October 31, 2018 

Precision Metal Parts Manufacturing

       

October 31, 2018

Precision Metal Parts Manufacturing

    

9.50% Current / 2.00% PIK Secured Debt (Maturity—October 31, 2023)(19)

 25,488 25,297 25,297 

    

Member Units (581 units)

   12,240 11,450 

    

9.00% Secured Debt (Maturity—October 31, 2048)

 3,964 3,924 3,924 

    

Member Units (KMC RE Investor, LLC) (800 units)(8)

   992 1,160 

Secured Debt

11.50%

10/31/2023

22,415

22,280

22,280

      42,453 41,831 

  

Member Units

581

12,240

12,240

Secured Debt

9.00%

10/31/2048

3,940

3,901

3,901

Member Units

800

992

1,160

(8) (30)

39,413

39,581

Market Force Information, LLC

 July 28, 2017 

Provider of Customer Experience Management Services

       

July 28, 2017

Provider of Customer Experience Management Services

    

12.00% PIK Secured Debt (Maturity—July 28, 2023)(14)(19)

 26,079 25,952 14,255 

    

Member Units (743,921 units)

   16,642  

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

7/28/2023

3,150

3,150

3,150

(9)

      42,594 14,255 

  

Secured Debt

12.00% PIK

7/28/2023

26,079

25,952

13,268

(14) (19)

Member Units

743,921

16,642

-

45,744

16,418

MH Corbin Holding LLC

 August 31, 2015 

Manufacturer and Distributor of Traffic Safety Products

       

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

    

13.00% Secured Debt (Maturity—March 31, 2022)

 8,730 8,671 8,670 

    

Preferred Member Units (66,000 shares)

   4,400 3,430 

    

Preferred Member Units (4,000 shares)

   6,000  

Secured Debt

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

8,490

8,456

8,208

(19)

      19,071 12,100 

  

Mid-Columbia Lumber Products, LLC

 December 18, 2006 

Manufacturer of Finger-Jointed Lumber Products

       

    

Member Units (7,874 units)

   4,239  

    

Member Units (Mid-Columbia Real Estate, LLC) (500 units)(8)

   1,499 2,130 

Preferred Member Units

66,000

4,400

1,200

      5,738 2,130 

  

MSC Adviser I, LLC(16)

 November 22, 2013 

Third Party Investment Advisory Services

       

    

Member Units (Fully diluted 100.0%)(8)

    69,080 

  

Mystic Logistics Holdings, LLC

 August 18, 2014 

Logistics and Distribution Services Provider for Large Volume Mailers

       

    

10.00% Secured Debt (Maturity—January 17. 2022)

 6,974 6,959 6,959 

    

Common Stock (5,873 shares)(8)

   2,720 10,390 

Preferred Member Units

4,000

6,000

-

      9,679 17,349 

  

NAPCO Precast, LLC

 January 31, 2008 

Precast Concrete Manufacturing

       

    

Member Units (2,955 units)(8)

   2,975 10,930 

  

NexRev LLC

 February 28, 2018 

Provider of Energy Efficiency Products & Services

       

    

11.00% Secured Debt (Maturity—February 28, 2023)

 17,533 17,433 15,732 

    

Preferred Member Units (86,400,000 units)

   6,880  

18,856

9,408

      24,313 15,732 

  

MSC Adviser I, LLC

(16)

November 22, 2013

Third Party Investment
Advisory Services

Member Units

100%

29,500

117,220

(8) (31)

MS Private Loan Fund I, LP

(12)

January 26, 2021

Investment Partnership

Unsecured Debt

5.00%

6/30/2022

8,422

8,422

8,422

LP Interests

11.6%

142

142

8,564

8,564

MSC Income Fund Inc.

(12) (13)

January 28, 2021

Non-listed Business Development Company

Unsecured Debt

5.00%

1/28/2026

40,000

39,612

39,822


9


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

12.00%

1/17/2022

6,733

6,725

6,725

Common Stock

5,873

2,720

7,280

(8)

9,445

14,005

NAPCO Precast, LLC

January 31, 2008

Precast Concrete Manufacturing

Member Units

2,955

2,975

15,570

(8)

Nebraska Vet AcquireCo, LLC (NVS)

December 31, 2020

Mixed-Animal Veterinary and Animal Health Product Provider

Secured Debt

12.00%

12/31/2025

10,500

10,400

10,400

Preferred Member Units

6,500

6,500

6,500

16,900

16,900

NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services

Secured Debt

11.00%

2/28/2023

16,879

16,807

16,696

Preferred Member Units

86,400,000

6,880

3,280

(8)

23,687

19,976

NRI Clinical Research, LLC

 September 8, 2011 

Clinical Research Service Provider

       

September 8, 2011

Clinical Research Service Provider

    

10.50% Secured Debt (Maturity—June 8, 2022)

 7,000 6,921 7,000 

    

Warrants (251,723 equivalent units; Expiration—June 8, 2027; Strike price—$0.01 per unit)

   252 1,390 

    

Member Units (1,454,167 units)(8)

   765 5,321 

Secured Debt

9.00%

6/8/2022

5,620

5,580

5,620

      7,938 13,711 

  

Warrants

251,723

6/8/2027

252

1,530

(27)

Member Units

1,454,167

765

5,750

(8)

6,597

12,900

NRP Jones, LLC

 December 22, 2011 

Manufacturer of Hoses, Fittings and Assemblies

       

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies

    

12.00% Secured Debt (Maturity—March 20, 2023)

 6,376 6,376 6,376 

    

Member Units (65,962 units)(8)

   3,717 3,120 

Secured Debt

12.00%

3/20/2023

2,080

2,080

2,080

      10,093 9,496 

  

Member Units

65,962

3,717

3,240

(8)

5,797

5,320

NuStep, LLC

 January 31, 2017 

Designer, Manufacturer and Distributor of Fitness Equipment

       

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

    

12.00% Secured Debt (Maturity—January 31, 2022)

 19,640 19,564 19,564 

    

Preferred Member Units (406 units)

   10,200 10,200 

Secured Debt

12.00%

1/31/2022

17,240

17,203

17,203

      29,764 29,764 

  

OMi Holdings, Inc.

 April 1, 2008 

Manufacturer of Overhead Cranes

       

    

Common Stock (1,500 shares)(8)

   1,080 18,030 

  

Preferred Member Units

406

10,200

11,390

27,403

28,593

OMi Holdings, Inc.

April 1, 2008

Manufacturer of Overhead Cranes

Common Stock

1,500

1,080

18,830

(8)

Pearl Meyer Topco LLC

 April 27, 2020 

Provider of Executive Compensation Consulting Services

       

April 27, 2020

Provider of Executive Compensation Consulting Services

    

12.00% Secured Debt (Maturity—April 27, 2025)

 35,000 34,663 34,663 

    

Member Units (13,800 units)(8)

   13,000 13,000 

Secured Debt

12.00%

4/27/2025

36,013

35,715

35,715

      47,663 47,663 

  

Pegasus Research Group, LLC

 January 6, 2011 

Provider of Telemarketing and Data Services

       

    

Member Units (460 units)(8)

   1,290 9,960 

  

PPL RVs, Inc.

 June 10, 2010 

Recreational Vehicle Dealer

       

    

LIBOR Plus 8.75% (Floor 0.50%), Current Coupon 10.18% Secured Debt (Maturity—November 15, 2022)(9)

 12,105 12,004 12,004 

    

Common Stock (1,962 shares)

   2,150 11,140 

Member Units

13,800

13,000

15,940

(8)

      14,154 23,144 

  

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

 February 1, 2011 

Noise Abatement Service Provider

       

    

13.00% Secured Debt (Maturity—April 30, 2023)

 6,397 6,324 6,397 

    

Preferred Member Units (19,631 units)(8)

   4,600 12,910 

    

Warrants (1,018 equivalent units; Expiration—January 31, 2021; Strike price—$0.01 per unit)

   1,200 1,070 

48,715

51,655

      12,124 20,377 

  

Quality Lease Service, LLC

 June 8, 2015 

Provider of Rigsite Accommodation Unit Rentals and Related Services

       

    

Member Units (1,000 units)

   11,313 5,780 

  


10


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Pegasus Research Group, LLC

January 6, 2011

Provider of Telemarketing and Data Services

Member Units

460

1,290

8,270

(8)

PPL RVs, Inc.

June 10, 2010

Recreational Vehicle Dealer

Secured Debt

7.50% (L+7.00%, Floor 0.50%)

11/15/2022

11,655

11,594

11,612

(9)

Common Stock

2,000

2,150

12,330

(8)

13,744

23,942

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

February 1, 2011

Noise Abatement Service Provider

Secured Debt

13.00%

4/30/2023

6,397

6,340

6,340

Preferred Member Units

19,631

4,600

10,380

(8)

Common Stock

1,037

1,200

840

12,140

17,560

Quality Lease Service, LLC

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related Services

Member Units

1,000

10,663

3,882

River Aggregates, LLC

 March 30, 2011 

Processor of Construction Aggregates

       

March 30, 2011

Processor of Construction Aggregates

    

Zero Coupon Secured Debt (Maturity—June 30, 2018)(17)

 750 750 722 

    

Member Units (1,150 units)(8)

   1,150 6,160 

    

Member Units (RA Properties, LLC) (1,500 units)

   369 3,320 

Member Units

1,500

369

3,240

(30)

      2,269 10,202 

  

Tedder Industries, LLC

 August 31, 2018 

Manufacturer of Firearm Holsters and Accessories

       

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

    

12.00% Secured Debt (Maturity—August 31, 2020)

 640 640 640 

    

12.00% Secured Debt (Maturity—August 31, 2023)

 16,400 16,286 16,286 

    

Preferred Member Units (479 units)

   8,136 8,136 

Secured Debt

12.00%

8/31/2023

14,800

14,718

14,718

      25,062 25,062 

  

Preferred Member Units

479

8,136

8,136

22,854

22,854

Trantech Radiator Topco, LLC

 May 31, 2019 

Transformer Cooling Products and Services

       

May 31, 2019

Transformer Cooling Products and Services

    

12.00% Secured Debt (Maturity—May 31, 2024)

 8,880 8,794 8,867 

    

Common Stock (615 shares)(8)

   4,655 7,680 

Secured Debt

12.00%

5/31/2024

8,720

8,649

8,649

      13,449 16,547 

  

UnionRock Energy Fund II, LP(12)(13)

 June 15, 2020 

Oil & Gas Exploration & Production

       

    

LP Interests (Fully diluted 49.6%)

   2,894 2,894 

  

Vision Interests, Inc.

 June 5, 2007 

Manufacturer / Installer of Commercial Signage

       

    

13.00% Secured Debt (Maturity—September 30 2019)(17)

 2,028 2,028 2,028 

    

Series A Preferred Stock (3,000,000 shares)

   3,000 3,460 

Common Stock

615

4,655

5,690

(8)

      5,028 5,488 

  

Ziegler's NYPD, LLC

 October 1, 2008 

Casual Restaurant Group

       

    

6.50% Secured Debt (Maturity—October 1, 2020)

 1,000 1,000 899 

    

12.00% Secured Debt (Maturity—October 1, 2020)

 625 625 625 

    

14.00% Secured Debt (Maturity—October 1, 2020)

 2,750 2,750 2,366 

    

Warrants (587 equivalent units; Expiration—October 1, 2020; Strike price—$0.01 per unit)

   600  

    

Preferred Member Units (10,072 units)

   2,834 1,139 

13,304

14,339

      7,809 5,029 

Subtotal Control Investments (73.5% of net assets at fair value)

      $796,019 $1,008,139 

UnionRock Energy Fund II, LP

(12) (13)

June 15, 2020

Oil & Gas Exploration & Production

LP Interests

49.6%

4,267

4,788

(31)

Vision Interests, Inc.

June 5, 2007

Manufacturer / Installer of Commercial Signage

Secured Debt

13.00%

9/30/2019

2,028

2,028

2,028

(17)

Series A Preferred Stock

3,000,000

3,000

3,000

5,028

5,028


11


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Ziegler's NYPD, LLC

October 1, 2008

Casual Restaurant Group

Secured Debt

6.50%

10/1/2022

1,000

1,000

1,000

Secured Debt

12.00%

10/1/2022

625

625

625

Secured Debt

14.00%

10/1/2022

2,750

2,750

2,750

Warrants

587

10/1/2025

600

-

(27)

Preferred Member Units

10,072

2,833

2,071

7,808

6,446

Subtotal Control Investments (77.4% of net assets at fair value)

$

896,464

$

1,192,964

12


Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Affiliate Investments(6)

   

 

 

 

          

                

AFG Capital Group, LLC

 November 7, 2014 

Provider of Rent-to-Own Financing Solutions and Services

            

     

10.00% Secured Debt (Maturity—May 25, 2022)

  664  664  664 

     

Preferred Member Units (186 units)

     1,200  5,170 

           1,864  5,834 

                

American Trailer Rental Group LLC

 June 7, 2017 

Provider of Short-term Trailer and Container Rental

            

     

Member Units (Milton Meisler Holdings LLC) (73,493 units)

     8,596  13,060 

                

BBB Tank Services, LLC

 April 8, 2016 

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

            

     

LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, (Maturity—April 8, 2021)(9)

  4,800  4,734  4,684 

     

Preferred Stock (non-voting)(8)

     141  141 

     

Member Units (800,000 units)

     800  210 

           5,675  5,035 

                

Boccella Precast Products LLC

 June 30, 2017 

Manufacturer of Precast Hollow Core Concrete

            

     

Member Units (2,160,000 units)(8)

     2,256  5,980 

                

Buca C, LLC

 June 30, 2015 

Casual Restaurant Group

            

     

LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 10.25%, Secured Debt (Maturity—June 30, 2020)(9)(17)

  19,004  19,004  17,104 

     

Preferred Member Units (6 units; 6% cumulative)(8)(19)

     4,770  765 

           23,774  17,869 

                

CAI Software LLC

 October 10, 2014 

Provider of Specialized Enterprise Resource Planning Software

            

     

12.50% Secured Debt (Maturity—December 7, 2023)

  28,644  28,452  28,644 

     

Member Units (70,764 units)(8)

     1,102  5,930 

           29,554  34,574 

                

Chandler Signs Holdings, LLC(10)

 January 4, 2016 

Sign Manufacturer

            

     

Class A Units (1,500,000 units)

     1,500  2,540 

                

Charlotte Russe, Inc(11)

 May 28, 2013 

Fast-Fashion Retailer to Young Women

            

     

Common Stock (19,041 shares)

     3,141   

                

Classic H&G Holdings, LLC

 March 12, 2020 

Provider of Engineered Packaging Solutions

            

     

12.00% Secured Debt (Maturity—March 12, 2025)

  26000  25,753  25,753 

     

Preferred Member Units (154 units)

     5,760  5,760 

           31,513  31,513 

                

Congruent Credit Opportunities Funds(12)(13)

 January 24, 2012 

Investment Partnership

            

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)

     5,210  855 

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)

     12,589  12,504 

           17,799  13,359 

                

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Copper Trail Fund Investments(12)(13)

 July 17, 2017 

Investment Partnership

            

     

LP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 12.4%)(8)

     2,248  1,822 

                

Dos Rios Partners(12)(13)

 April 25, 2013 

Investment Partnership

            

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)

     6,605  7,288 

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)

     2,097  2,314 

           8,702  9,602 

                

East Teak Fine Hardwoods, Inc.

 April 13, 2006 

Distributor of Hardwood Products

            

     

Common Stock (6,250 shares)

     480  300 

                

EIG Fund Investments(12)(13)

 November 6, 2015 

Investment Partnership

            

     

LP Interests (EIG Global Private Debt Fund-A, L.P.) (Fully diluted 11.1%)(8)

     756  595 

                

Freeport Financial Funds(12)(13)

 June 13, 2013 

Investment Partnership

            

     

LP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)

     5,974  5,154 

     

LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)

     10,785  10,571 

           16,759  15,725 

                

Fuse, LLC(11)

 June 30, 2019 

Cable Networks Operator

            

     

12% Secured Debt (Maturity—June 28, 2024)

  1,939  1,939  1,601 

     

Common Stock (10,429 shares)

     256  256 

           2,195  1,857 

                

Harris Preston Fund Investments(12)(13)

 August 9, 2017 

Investment Partnership

            

     

LP Interests (HPEP 3, L.P.) (Fully diluted 8.2%)

     2,819  2,819 

                

Hawk Ridge Systems, LLC(13)

 December 2, 2016 

Value-Added Reseller of Engineering Design and Manufacturing Solutions

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—December 2, 2021)(9)

  600  600  600 

     

11.00% Secured Debt (Maturity—December 2, 2021)

  13,400  13,350  13,400 

     

Preferred Member Units (226 units)(8)

     2,850  7,320 

     

Preferred Member Units (HRS Services, ULC) (226 units)

     150  390 

           16,950  21,710 

                

Houston Plating and Coatings, LLC

 January 8, 2003 

Provider of Plating and Industrial Coating Services

            

     

8.00% Unsecured Convertible Debt (Maturity—May 1, 2022)

  3,000  3,000  3,260 

     

Member Units (322,297 units)(8)

     2,352  7,220 

           5,352  10,480 

                

I-45 SLF LLC(12)(13)

 October 20, 2015 

Investment Partnership

            

     

Member Units (Fully diluted 20.0%; 24.4% profits interest)(8)

     20,200  13,953 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Affiliate Investments (6)

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

Secured Debt

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

9,596

9,386

9,548

(19)

Common Stock

593,928

3,148

1,930

Warrants

554,353

12/11/2025

-

1,802

(27)

12,534

13,280

AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

10.00%

5/25/2022

404

404

404

Preferred Member Units

186

1,200

6,320

1,604

6,724

American Trailer Rental Group LLC

June 7, 2017

Provider of Short-term Trailer and Container Rental

Member Units

73,493

8,596

17,880

(30)

BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

Unsecured Debt

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

4,800

4,793

4,742

(9)

Preferred Stock (non-voting)

15.00% PIK

157

157

(8) (19)

Member Units

800,000

800

280

5,750

5,179

Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

Member Units

2,160,000

2,256

5,750

(8)

Buca C, LLC

June 30, 2015

Casual Restaurant Group

Secured Debt

10.25% (2.56% Cash, 7.69% PIK) (L+9.25%, Floor 1.00%)

6/30/2020

19,004

19,004

13,883

(9) (17) (19)

Preferred Member Units

6

6.00% PIK

4,770

-

(19)

23,774

13,883

CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software

Secured Debt

12.50%

12/7/2023

44,121

43,827

44,121

Member Units

77,960

2,095

7,600

45,922

51,721

Chandler Signs Holdings, LLC

(10)

January 4, 2016

Sign Manufacturer

Class A Units

1,500,000

1,500

1,040

Charlotte Russe, Inc

(11)

May 28, 2013

Fast-Fashion Retailer to Young Women

Common Stock

19,041

3,141

-


13


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

L.F. Manufacturing Holdings, LLC(10)

 December 23, 2013 

Manufacturer of Fiberglass Products

            

     

Preferred Member Units (non-voting; 14% cumulative)(8)(19)

     87  87 

     

Member Units (2,179,001 units)

     2,019  2,050 

           2,106  2,137 

                

OnAsset Intelligence, Inc.

 April 18, 2011 

Provider of Transportation Monitoring / Tracking Products and Services

            

     

12.00% PIK Secured Debt (Maturity—June 30, 2021)(19)

  6,873  6,873  6,873 

     

10.00% PIK Unsecured Debt (Maturity—June 30, 2021)(19)

  61  61  61 

     

Preferred Stock (912 shares)

     1,981   

     

Warrants (5,333 equivalent shares; Expiration—April 18, 2021; Strike price—$0.01 per share)

     1,919   

           10,834  6,934 

                

PCI Holding Company, Inc.

 December 18, 2012 

Manufacturer of Industrial Gas Generating Systems

            

     

12.00% Current, Secured Debt (Maturity—July 1, 2020)

  11,356  11,356  11,356 

     

Preferred Stock (1,740,000 shares) (non-voting)

     1,740  4,350 

     

Preferred Stock (1,500,000 shares)

     3,927  4,130 

           17,023  19,836 

                

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

 January 8, 2013 

Provider of Rigsite Accommodation Unit Rentals and Related Services

            

     

12.00% Secured Debt (Maturity—January 8, 2018)(14)(15)

  30,369  29,865   

     

Preferred Member Units (250 units)

     2,500   

           32,365   

                

Salado Stone Holdings, LLC(10)

 June 27, 2016 

Limestone and Sandstone Dimension Cut Stone Mining Quarries

            

     

Class A Preferred Units (Salado Acquisition, LLC) (2,000,000 units)

     2,000  430 

                

Slick Innovations, LLC

 September 13, 2018 

Text Message Marketing Platform

            

     

14.00% Current, Secured Debt (Maturity—September 13, 2023)

  6,280  6,136  6,136 

     

Common Stock (70,000 shares)(8)

     700  1,130 

     

Warrants (18,084 equivalent units; Expiration—September 13, 2028; Strike price—$0.01 per unit)

     181  300 

           7,017  7,566 

                

SI East, LLC

 August 31, 2018 

Rigid Industrial Packaging Manufacturing

            

     

9.50% Current, Secured Debt (Maturity—August 31, 2023)

  32,963  32,723  32,963 

     

Preferred Member Units (157 units)(8)

     6,000  9,310 

           38,723  42,273 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Classic H&G Holdings, LLC

March 12, 2020

Provider of Engineered Packaging Solutions

Secured Debt

12.00%

3/12/2025

24,800

24,593

24,800

Preferred Member Units

154

5,760

11,180

(8)

30,353

35,980

Congruent Credit Opportunities Funds

(12) (13)

January 24, 2012

Investment Partnership

LP Interests (Congruent Credit Opportunities Fund
III, LP)

17.4%

11,741

11,540

(8) (31)

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (Copper Trail Energy Fund I, LP)

12.4%

2,161

1,843

(8) (31)

Dos Rios Partners

(12) (13)

April 25, 2013

Investment Partnership

LP Interests (Dos Rios Partners, LP)

20.2%

6,605

5,101

(31)

LP Interests (Dos Rios Partners - A, LP)

6.4%

2,097

1,620

(31)

8,702

6,721

East Teak Fine Hardwoods, Inc.

April 13, 2006

Distributor of Hardwood Products

Common Stock

6,250

480

300

EIG Fund Investments

(12) (13)

November 6, 2015

Investment Partnership

LP Interests (EIG Global Private Debt Fund-A, L.P.)

11.1%

659

446

(8) (31)

Freeport Financial Funds

(12) (13)

June 13, 2013

Investment Partnership

LP Interests (Freeport Financial SBIC Fund LP)

9.3%

5,974

5,264

(31)

LP Interests (Freeport First Lien Loan Fund III LP)

6.0%

9,387

8,923

(8) (31)

15,361

14,187

GFG Group, LLC.

March 31, 2021

Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers

Secured Debt

12.00%

3/31/2026

15,745

15,588

15,588

Preferred Member Units

226

4,900

4,900

20,488

20,488

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

LP Interests (HPEP 3, L.P.)

8.2%

3,445

3,632

(31)


14


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

UniTek Global Services, Inc.(11)

 April 15, 2011 

Provider of Outsourced Infrastructure Services

       

    

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—August 20, 2024)(9)

 2,963 2,939 2,677 

    

Preferred Stock (1,133,102 shares; 20% cumulative)(8)(19)

   1,305 2,833 

    

Preferred Stock (1,521,122 shares; 20% cumulative)(8)(19)

   2,188 2,282 

    

Preferred Stock (2,281,682 shares; 19% cumulative)(8)(19)

   3,667 658 

    

Preferred Stock (4,336,866 shares; 13.50% cumulative)(19)

   7,924 4 

    

Common Stock (945,507 shares)

     

      18,023 8,454 

  

Universal Wellhead Services Holdings, LLC(10)

 October 30, 2014 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

       

    

Preferred Member Units (UWS Investments, LLC) (716,949 units; 14% cumulative)(8)(19)

   1,032 240 

    

Member Units (UWS Investments, LLC) (4,000,000 units)

   4,000  

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

Secured Debt

10.00%

12/2/2023

18,400

18,374

18,400

      5,032 240 

  

Volusion, LLC

 January 26, 2015 

Provider of Online Software-as-a-Service eCommerce Solutions

       

    

11.50% Secured Debt (Maturity—January 26, 2020)(17)

 20,234 20,234 19,243 

    

8.00% Unsecured Convertible Debt (Maturity—November 16, 2023)

 409 409 291 

    

Preferred Member Units (4,876,670 units)

   14,000 5,678 

    

Warrants (1,831,355 equivalent units; Expiration—January 26, 2025; Strike price—$0.01 per unit)

   2,576  

Preferred Member Units

226

2,850

9,320

(8)

      37,219 25,212 

Preferred Member Units

226

150

490

(30)

Subtotal Affiliate Investments (23.5% of net assets at fair value)

      $372,475 $321,709 

21,374

28,210

Houston Plating and Coatings, LLC

January 8, 2003

Provider of Plating and Industrial Coating Services

Unsecured Convertible Debt

8.00%

5/1/2022

3,000

3,000

2,900

Member Units

322,297

2,352

4,250

(8)

5,352

7,150

I-45 SLF LLC

(12) (13)

October 20, 2015

Investment Partnership

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

20.00% Fully Diluted, 24.40% Profits Interest

18,200

14,428

(8) (31)

L.F. Manufacturing Holdings, LLC

(10)

December 23, 2013

Manufacturer of Fiberglass Products

Preferred Member Units (non-voting)

14.00% PIK

96

96

(8) (19)

Member Units

2,179,001

2,019

2,050

2,115

2,146

OnAsset Intelligence, Inc.

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services

Secured Debt

12.00% PIK

6/30/2021

7,520

7,520

7,520

(19)

Unsecured Debt

10.00% PIK

6/30/2021

66

66

66

(19)

Preferred Stock

912

1,981

-

Warrants

5,333

4/18/2021

1,919

-

(27)

11,486

7,586

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services

Secured Debt

12.00%

1/8/2018

30,369

29,865

-

(14) (32)

Preferred Member Units

250

2,500

-

32,365

-

Salado Stone Holdings, LLC

(10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining Quarries

Class A Preferred Units

2,000,000

2,000

1,020

(30)

Slick Innovations, LLC

September 13, 2018

Text Message Marketing Platform

Secured Debt

12.00%

9/13/2023

5,560

5,457

5,560

Common Stock

70,000

700

1,510

Warrants

18,084

9/13/2028

181

400

(27)

6,338

7,470


15


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing

Secured Debt

9.50%

8/31/2023

29,213

29,050

29,213

Preferred Member Units

157

6,000

10,160

(8)

35,050

39,373

Superior Rigging & Erecting Co.

August 31, 2020

Provider of Steel Erecting, Crane Rental & Rigging Services

Secured Debt

12.00%

8/31/2025

21,500

21,306

21,306

Preferred Member Units

1,571

4,500

4,500

25,806

25,806

UniTek Global Services, Inc.

(11)

April 15, 2011

Provider of Outsourced Infrastructure Services

Secured Debt

7.50% (L+6.50% Floor 1.00%)

8/20/2024

2,315

2,298

2,098

(9)

Secured Debt

15.00% PIK

2/20/2025

1,092

1,092

1,091

(19)

Preferred Stock

1,133,102

20.00% PIK

1,513

2,833

(8) (19)

Preferred Stock

1,521,122

20.00% PIK

2,188

395

(8) (19)

Preferred Stock

2,281,682

19.00% PIK

3,667

-

(19)

Preferred Stock

4,336,866

13.50% PIK

7,924

-

(19)

Common Stock

945,507

-

-

18,682

6,417

Universal Wellhead Services Holdings, LLC

(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

Preferred Member Units

716,949

14.00% PIK

1,032

-

(19) (30)

Member Units

4,000,000

4,000

-

(30)

5,032

-

Volusion, LLC

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions

Secured Debt

11.50%

1/26/2020

20,234

20,234

19,243

(17)

Unsecured Convertible Debt

8.00%

11/16/2023

409

410

291

Preferred Member Units

4,876,670

14,000

5,989

Warrants

1,831,355

1/26/2025

2,576

-

(27)

37,220

25,523

Subtotal Affiliate Investments (24.4% of net assets at fair value)

$

419,487

$

375,723

16


Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Non-Control/Non-Affiliate Investments(7)

          

                

AAC Holdings, Inc.(11)

 June 30, 2017 

Substance Abuse Treatment Service Provider

            

     

10.00% Current / 8.00% PIK Secured Debt (Maturity—March 24, 2021)(19)

  2,264  2,196  2,196 

     

Prime Plus 13.50% (Floor 1.00%), Current Coupon 16.75%, Secured Debt (Maturity—April 17, 2020)(9)(17)

  3,121  2,961  2,887 

     

Prime Plus 9.75% (Floor 1.00%), Current Coupon 13.00%, Secured Debt (Maturity—June 30, 2023)(9)(14)

  14,396  14,030  6,442 

           19,187  11,525 

                

Adams Publishing Group, LLC(10)

 November 19, 2015 

Local Newspaper Operator

            

     

LIBOR Plus 7.50% (Floor 1.75%), Current Coupon 9.25%, Secured Debt (Maturity—July 3, 2023)(9)

  6,301  6,162  6,054 

                

ADS Tactical, Inc.(10)

 March 7, 2017 

Value-Added Logistics and Supply Chain Provider to the Defense Industry

            

     

LIBOR Plus 6.25% (Floor 0.75%), Current Coupon 7.00%, Secured Debt (Maturity—July 26, 2023)(9)

  19,738  19,616  19,444 

                

Aethon United BR LP(10)

 September 8, 2017 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—September 8, 2023)(9)

  9,750  9,644  9,002 

                

Affordable Care Holding Corp.(10)

 May 9, 2019 

Dental Service Organization

            

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.75%, Secured Debt (Maturity—October 22, 2022)(9)

  14,321  14,095  12,746 

                

ALKU, LLC.(11)

 October 18, 2019 

Specialty National Staffing Operator

            

     

LIBOR Plus 5.50%, Current Coupon 6.38%, Secured Debt (Maturity—July 29, 2026)(9)

  9,975  9,883  9,676 

                

American Nuts, LLC(10)

 April 10, 2018 

Roaster, Mixer and Packager of Bulk Nuts and Seeds

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.43%, Secured Debt (Maturity—April 10, 2023)(9)

  12,186  11,977  11,605 

                

American Teleconferencing Services, Ltd.(11)

 May 19, 2016 

Provider of Audio Conferencing and Video Collaboration Solutions

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.66%, Secured Debt (Maturity—June 8, 2023)(9)

  17,374  16,531  11,276 

                

APTIM Corp.(11)

 August 17, 2018 

Engineering, Construction & Procurement

            

     

7.75% Secured Debt (Maturity—June 15, 2025)

  12,452  10,947  4,919 

                

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Arcus Hunting LLC(10)

 January 6, 2015 

Manufacturer of Bowhunting and Archery Products and Accessories

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.45%, Secured Debt (Maturity—March 31, 2021)(9)

  13,423  13,423  13,423 

                

ASC Ortho Management Company, LLC(10)

 August 31, 2018 

Provider of Orthopedic Services

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.93%, Secured Debt (Maturity—August 31, 2023)(9)

  5,264  5,194  4,924 

     

13.25% PIK Secured Debt (Maturity—December 1, 2023)(19)

  1,980  1,951  1,919 

           7,145  6,843 

                

ATX Networks Corp.(11)(13)(21)

 June 30, 2015 

Provider of Radio Frequency Management Equipment

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.45% / 1.00% PIK, Current Coupon Plus PIK 8.45%, Secured Debt (Maturity—June 11, 2021)(9)(19)

  13,530  13,419  12,380 

                

Barfly Ventures, LLC(10)

 August 31, 2015 

Casual Restaurant Group

            

     

9.00% PIK Secured Debt (Maturity—March 23, 2021)(14)(19)

  110  110  110 

     

12.00% Secured Debt (Maturity—August 31, 2020)(14)

  10,185  10,073  1,111 

     

Options (3 equivalent units)

     607   

     

Warrant (2 equivalent unit; Expiration—August 31, 2025; Strike price—$1.00 per unit)

     473   

           11,263  1,221 

                

Berry Aviation, Inc.(10)

 July 6, 2018 

Charter Airline Services

            

     

10.50% Current / 1.5% PIK, Secured Debt (Maturity— January 6, 2024)(19)

  4,588  4,556  4,522 

     

Preferred Member Units (Berry Acquisition, LLC) (122,416 units; 16% cumulative)(8)(19)

     135  135 

     

Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units; 8% cumulative)(19)

     1,671  804 

           6,362  5,461 

                

BigName Commerce, LLC(10)

 May 11, 2017 

Provider of Envelopes and Complimentary Stationery Products

            

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 4.35% / 4.35% PIK, Current Coupon plus PIK 8.70%, Secured Debt (Maturity—May 11, 2022)(9)(19)

  2,233  2,222  2,134 

                

Binswanger Enterprises, LLC(10)

 March 10, 2017 

Glass Repair and Installation Service Provider

            

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—March 9, 2022)(9)

  13,538  13,312  13,313 

     

Member Units (1,050,000 units)

     1,050  730 

           14,362  14,043 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Non-Control/Non-Affiliate Investments (7)

Acousti Engineering Company of Florida, Inc.

(10)

November 2, 2020

Interior Subcontractor Providing Acoustical Walls and Ceilings

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

10/31/2025

11,743

11,620

11,620

(9)

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

Secured Debt

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

5,644

5,538

5,599

(9)

ADS Tactical, Inc.

(11)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

3/19/2026

6,538

6,408

6,506

Affordable Care Holding Corp.

(10)

May 9, 2019

Dental Support Organization

Secured Debt

5.75% (L+4.75%, Floor 1.00%)

10/22/2022

14,209

14,052

13,995

(9)

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

4/10/2023

12,102

11,943

12,102

(9)

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

6/8/2023

17,358

16,695

9,221

(9)

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/31/2022

11,009

10,879

11,009

(9)

��

Arrow International, Inc

(10)

December 21, 2020

Manufacturer and Distributor of Charitable Gaming Supplies

Secured Debt

9.23% (L+7.98%, Floor 1.25%)

12/21/2025

9,000

8,914

8,914

(9) (23)

ATX Networks Corp.

(11) (13) (21)

June 30, 2015

Provider of Radio Frequency Management Equipment

Secured Debt

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%)

12/31/2023

13,453

13,422

12,309

(9) (19)

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

8/31/2023

5,177

5,123

5,125

(9)

Secured Debt

13.25% PIK

12/1/2023

2,186

2,164

2,186

(19)

7,287

7,311


17


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Bluestem Brands, Inc.(11)

 December 19, 2013 

Multi-Channel Retailer of General Merchandise

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—September 9, 2020)(9)

  635  635  635 

     

Prime Plus 6.50% (Floor 1.00%), Current Coupon 9.75%, Secured Debt (Maturity—November 6, 2020)(9)(14)

  10,622  10,571  3,983 

           11,206  4,618 

                

Bojangles', Inc.(11)

 February 5, 2019 

Quick Service Restaurant Group

            

     

LIBOR Plus 4.75%, Current Coupon 4.93%, Secured Debt (Maturity—January 28, 2026)

  7,723  7,593  7,498 

     

LIBOR Plus 8.50%, Current Coupon 8.68%, Secured Debt (Maturity—January 28, 2027)

  5,000  4,912  4,575 

           12,505  12,073 

                

Brainworks Software, LLC(10)

 August 12, 2014 

Advertising Sales and Newspaper Circulation Software

            

     

Prime Plus 9.25% (Floor 3.25%), Current Coupon 12.50%, Secured Debt (Maturity—July 22, 2019)(9)(14)(17)

  6,733  6,733  4,915 

                

Brightwood Capital Fund Investments(12)(13)

 July 21, 2014 

Investment Partnership

            

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.6%)(8)

     10,920  8,075 

     

LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.6%)(8)

     4,750  4,384 

           15,670  12,459 

                

Cadence Aerospace LLC(10)

 November 14, 2017 

Aerostructure Manufacturing

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—November 14, 2023)(9)

  26,868  26,678  24,545 

                

California Pizza Kitchen, Inc.(11)

 August 29, 2016 

Casual Restaurant Group

            

     

LIBOR Plus 10.00% (Floor 1.50%), Current Coupon 11.50%, Secured Debt (Maturity—August 23, 2022)(9)

  3,929  3,882  3,857 

     

LIBOR Plus 6.00% PIK (Floor 1.00%), Current Coupon 7.00% PIK, Secured Debt (Maturity—August 23, 2022)(9)(19)

  12,064  11,990  3,534 

           15,872  7,391 

                

Central Security Group, Inc.(11)

 December 4, 2017 

Security Alarm Monitoring Service Provider

            

     

LIBOR Plus 5.63% (Floor 1.00%), Current Coupon 6.63%, Secured Debt (Maturity—October 6, 2021)(9)

  13,667  13,637  5,768 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

Secured Debt

12.00% (10.50% Cash, 1.5% PIK)

1/6/2024

4,641

4,614

4,641

(19)

Preferred Member Units

122,416

16.00% PIK

151

151

(8) (19) (30)

Preferred Member Units

1,548,387

8.00% PIK

1,671

1,438

(19) (30)

6,436

6,230

BLST Operating Company, LLC.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

5,879

5,879

5,408

(9)

Common Stock

653,184

-

297

Warrants

70,000

8/28/2030

-

32

(27)

5,879

5,737

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

1,993

1,986

1,993

(9)

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

3/9/2022

12,958

12,831

12,958

(9)

Member Units

1,050,000

1,050

730

13,881

13,688

Brainworks Software, LLC

(10)

August 12, 2014

Advertising Sales and Newspaper Circulation Software

Secured Debt

12.50% (Prime+9.25%, Floor 3.25%)

7/22/2019

7,817

7,817

5,542

(9) (14) (17)

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

1.6%

9,000

6,200

(8) (31)

LP Interests (Brightwood Capital Fund IV, LP)

0.6%

4,500

4,500

(8) (31)

13,500

10,700

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

Secured Debt

9.50% (4.25% Cash, 5.25% PIK) (5.25% PIK + L+3.25%, Floor 1.00%)

11/14/2023

28,061

27,858

25,761

(9) (19)


18


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Cenveo Corporation(11)

 September 4, 2015 

Provider of Digital Marketing Agency Services

            

     

Libor Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity—June 7, 2023)(9)

  5,674  5,520  5,107 

     

Common Stock (177,130 shares)

     5,309  2,657 

           10,829  7,764 

                

Chisholm Energy Holdings, LLC(10)

 May 15, 2019 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity—May 15, 2026)(9)

  3,571  3,493  3,278 

                

Clarius BIGS, LLC(10)

 September 23, 2014 

Prints & Advertising Film Financing

            

     

15.00% PIK Secured Debt (Maturity—January 5, 2015)(14)(17)

  2,841  2,841  45 

                

Clickbooth.com, LLC(10)

 December 5, 2017 

Provider of Digital Advertising Performance Marketing Solutions

            

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.95%, Secured Debt (Maturity—January 31, 2025)(9)

  8,407  8,283  8,191 

                

Coastal Television Broadcasting Holdings LLC(10)

 June 4, 2020 

Operator of Television Broadcasting Networks

            

     

LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (Maturity—June 4, 2025)(9)

  8,900  8,714  8,714 

                

Construction Supply Investments, LLC(10)

 December 29, 2016 

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

            

     

Member Units (50,687 units)

     5,637  7,700 

                

Corel Corporation(11)(13)(21)

 July 24, 2019 

Publisher of Desktop and Cloud-based Software

            

     

LIBOR Plus 5.00%, Current Coupon 5.36%, Secured Debt (Maturity—July 2, 2026)(9)

  19,652  18,761  18,620 

                

CTVSH, PLLC(10)

 August 3, 2017 

Emergency Care and Specialty Service Animal Hospital

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity—August 3, 2022)(9)

  9,399  9,352  9,264 

                

Darr Equipment LP(10)

 April 15, 2014 

Heavy Equipment Dealer

            

     

11.5% Current / 1% PIK Secured Debt (Maturity—June 22, 2023)(19)

  5,929  5,929  5,929 

     

Warrants (915,734 equivalent units; Expiration—December 23, 2023; Strike price—$1.50 per unit)

     474  110 

           6,403  6,039 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

California Pizza Kitchen, Inc.

(11)

August 29, 2016

Casual Restaurant Group

Secured Debt

11.50% (L+10.00%, Floor 1.50%)

11/23/2024

7,700

7,314

7,690

(9)

Secured Debt

13.50% (1.00% Cash, 12.50% PIK) (1.00% Cash, L+11.00% PIK, Floor 1.50%)

11/23/2024

2,770

2,708

2,756

(9) (19)

Secured Debt

15.00% (1.00% Cash, 14.00% PIK) (1.00% Cash, L+12.50% PIK, Floor 1.50%)

5/23/2025

2,371

2,371

2,318

(9) (19)

Common Stock

169,088

949

3,847

13,342

16,611

Central Security Group, Inc.

(11)

December 4, 2017

Security Alarm Monitoring Service Provider

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/16/2025

6,874

6,874

6,370

(9)

Common Stock

329,084

1,481

1,399

8,355

7,769

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

6/7/2023

5,250

5,141

5,200

(9)

Common Stock

177,130

5,309

2,362

10,450

7,562

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

2,857

2,797

2,573

(9)

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

Secured Debt

15.00% PIK

1/5/2015

2,832

2,832

31

(14) (17) (19)

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

7,800

7,712

7,800

(9)

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTEF I, LP)

375

-

67

Corel Corporation

(11) (13) (21)

July 24, 2019

Publisher of Desktop and Cloud-based Software

Secured Debt

5.19% (L+5.00%)

7/2/2026

23,191

22,364

23,121

Darr Equipment LP

(10)

April 15, 2014

Heavy Equipment Dealer

Secured Debt

12.50% (11.50% Cash, 1.00% PIK)

6/22/2023

5,974

5,974

5,974

(19)

Warrants

915,734

12/23/2023

474

-

(29)

6,448

5,974


19


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Digital River, Inc.(11)

 February 24, 2015 

Provider of Outsourced e-Commerce Solutions and Services

            

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—February 12, 2023)(9)

  13,628  13,379  13,492 

                

DTE Enterprises, LLC(10)

 April 13, 2018 

Industrial Powertrain Repair and Services

            

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity—April 13, 2023)(9)

  10,992  10,849  10,691 

     

Class AA Preferred Member Units (non-voting; 10% cumulative)(8)(19)

     904  904 

     

Class A Preferred Member Units (776,316 units)

     776  1,260 

           12,529  12,855 

                

Dynamic Communities, LLC(10)

 July 17, 2018 

Developer of Business Events and Online Community Groups

            

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—July 17, 2023)(9)

  5,390  5,316  5,045 

                

Echo US Holdings, LLC.(10)

 November 12, 2019 

Developer and Manufacturer of PVC and Polypropylene Materials

            

     

LIBOR Plus 6.25% (Floor 1.63%), Current Coupon 7.88%, Secured Debt (Maturity—October 25, 2024)(9)

  22,851  22,740  21,750 

                

EnCap Energy Fund Investments(12)(13)

 December 28, 2010 

Investment Partnership

            

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)

     3,635  678 

     

LP Interests (EnCap Energy Capital Fund VIII Co-Investors, L.P.) (Fully diluted 0.4%)

     2,097  346 

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

     4,359  1,245 

     

LP Interests (EnCap Energy Capital Fund X, L.P.) (Fully diluted 0.1%)(8)

     8,555  5,792 

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)

     7,473  3,931 

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.2%)(8)

     6,974  5,797 

           33,093  17,789 

                

Encino Acquisition Partners Holdings, Inc.(11)

 November 16, 2018 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—October 29, 2025)(9)

  9,000  8,926  6,570 

                

EPIC Y-Grade Services, LP(11)

 June 22, 2018 

NGL Transportation & Storage

            

     

LIBOR Plus 6.00%, (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—June 13, 2024)

  6,875  6,777  5,145 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Digital River, Inc.

(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and Services

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

2/12/2023

13,628

13,308

13,560

(9)

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

9,324

9,224

8,928

(9)

Class AA Preferred Member Units (non-voting)

10.00% PIK

974

974

(8) (19)

Class A Preferred Member Units

776,316

776

800

10,974

10,702

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

Secured Debt

12.50% (6.25% Cash, 6.25% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

5,530

5,472

5,221

(9) (19)

Eastern Wholesale Fence LLC

(10)

November 19, 2020

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

Secured Debt

7.50%, (L+6.50%, Floor 1.00%)

10/30/2025

12,911

12,628

12,628

(9)

Echo US Holdings, LLC.

(10)

November 12, 2019

Developer and Manufacturer of PVC and Polypropylene Materials

Secured Debt

7.88% (L+6.25%, Floor 1.63%)

10/25/2024

22,190

22,096

22,190

(9)

Electronic Transaction Consultants, LLC

(10)

July 24, 2020

Technology Service Provider for Toll Road and Infrastructure Operators

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

7/24/2025

10,000

9,837

9,992

(9)

EnCap Energy Fund Investments

(12) (13)

December 28, 2010

Investment Partnership

LP Interests (EnCap Energy Capital Fund VIII, L.P.)

0.1%

3,813

1,107

(31)

LP Interests (EnCap Energy Capital Fund VIII Co-
Investors, L.P.)

0.4%

2,097

528

(31)

LP Interests (EnCap Energy Capital Fund IX, L.P.)

0.1%

4,336

1,624

(8) (31)

LP Interests (EnCap Energy

0.1%

8,773

6,778

(8) (31)


20


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Fortna, Inc.(10)

 July 23, 2019 

Process, Physical Distribution and Logistics Consulting Services

            

     

LIBOR Plus 5.00%, Current Coupon 5.18%, Secured Debt (Maturity—April 8, 2025)

  9,739  9,592  8,795 

                

GeoStabilization International (GSI)(11)

 December 31, 2018 

Geohazard Engineering Services & Maintenance

            

     

LIBOR Plus 5.25%, Current Coupon 5.43%, Secured Debt (Maturity—December 19, 2025)

  16,294  16,158  15,642 

                

GoWireless Holdings, Inc.(11)

 December 31, 2017 

Provider of Wireless Telecommunications Carrier Services

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 22, 2024)(9)

  17,868  17,727  15,061 

                

Grupo Hima San Pablo, Inc.(11)

 March 7, 2013 

Tertiary Care Hospitals

            

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 9.69%, Secured Debt (Maturity—April 30, 2019)(9)(17)

  4,504  4,504  3,084 

     

13.75% Secured Debt (Maturity—October 15, 2018)(17)

  2,055  2,040  167 

           6,544  3,251 

                

GS HVAM Intermediate, LLC(10)

 October 18, 2019 

Specialized Food Distributor

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—October 2, 2024)(9)

  13,580  13,463  12,635 

                

Gexpro Services(10)

 February 24, 2020 

Distributor of Industrial and Specialty Parts

            

     

LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—February 24, 2025)(9)

  29,327  28,779  27,148 

                

HDC/HW Intermediate Holdings(10)

 December 21, 2018 

Managed Services and Hosting Provider

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—December 21, 2023)(9)

  3,482  3,430  3,159 

                

Hoover Group, Inc.(10)(13)

 October 21, 2016 

Provider of Storage Tanks and Related Products to the Energy and Petrochemical Markets

            

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—January 28, 2021)(9)

  20,694  20,344  15,728 

                

Hunter Defense Technologies, Inc.(10)

 March 29, 2018 

Provider of Military and Commercial Shelters and Systems

            

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.07%, Secured Debt (Maturity—March 29, 2023)(9)

  31,161  30,790  30,559 

                

HW Temps LLC

 July 2, 2015 

Temporary Staffing Solutions

            

     

12.00% Current Secured Debt (Maturity—March 29, 2023)

  10,001  9,875  8,912 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Capital Fund X, L.P.)

LP Interests (EnCap Flatrock Midstream Fund II, L.P.)

0.8%

6,712

2,552

(8) (31)

LP Interests (EnCap Flatrock Midstream Fund III, L.P.)

0.2%

6,949

6,019

(8) (31)

32,680

18,608

Encino Acquisition Partners Holdings, Inc.

(11)

November 16, 2018

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

10/29/2025

9,000

8,935

8,411

(9)

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

6,944

6,858

6,042

(9)

Flip Electronics LLC

(10)

January 4, 2021

Distributor of Hard-to-Find and Obsolete Electronic Components

Secured Debt

9.17% (L+8.09%, Floor 1.00%)

1/5/2026

5,400

5,287

5,287

(33)

Fortna, Inc.

(10)

July 23, 2019

Process, Physical Distribution and Logistics Consulting Services

Secured Debt

5.11% (L+5.00%)

4/8/2025

7,654

7,547

7,564

Fuse, LLC

(11)

June 30, 2019

Cable Networks Operator

Secured Debt

0.12

6/28/2024

1,810

1,810

1,472

Common Stock

10,429

256

-

2,066

1,472

GeoStabilization International (GSI)

(11)

December 31, 2018

Geohazard Engineering Services & Maintenance

Secured Debt

5.36% (L+5.25%)

12/19/2025

11,195

11,112

11,167

Gexpro Services

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

29,106

28,649

28,910

(9)

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

16,862

16,744

16,841

(9)

Grupo Hima San Pablo, Inc.

(11)

March 7, 2013

Tertiary Care Hospitals

Secured Debt

9.25% (L+7.00%, Floor 1.50%)

4/30/2019

4,504

4,504

2,730

(9) (17)

Secured Debt

0.1375

10/15/2018

2,055

2,040

49

(17)

6,544

2,779

GS HVAM Intermediate, LLC

(10)

October 18, 2019

Specialized Food Distributor

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/2/2024

11,889

11,794

11,849

(9)


21


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Hydrofarm Holdings LLC(10)

 May 18, 2017 

Wholesaler of Horticultural Products

            

     

LIBOR Plus 8.50%, Current Coupon 8.68% Secured Debt (Maturity—May 12, 2022)

  6,907  6,825  5,610 

                

Hyperion Materials & Technologies, Inc.(11)(13)

 September 12, 2019 

Manufacturer of Cutting and Machine Tools & Speciality Polishing Compounds

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—August 28, 2026)(9)

  22,388  21,979  19,883 

                

iEnergizer Limited(10)(13)(21)

 April 17, 2019 

Provider of Business Outsourcing Solutions

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—April 17, 2024)(9)

  11,438  11,340  11,137 

                

Implus Footcare, LLC(10)

 June 1, 2017 

Provider of Footwear and Related Accessories

            

     

LIBOR Plus 2.50% (Floor 1.00%), Current Coupon 3.50% / PIK 5.25%, Current Coupon Plus PIK 8.75%, Secured Debt (Maturity—April 30, 2024)(9)(19)

  18,732  18,372  17,185 

                

Independent Pet Partners Intermediate Holdings, LLC(10)

 November 20, 2018 

Omnichannel Retailer of Specialty Pet Products

            

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.31%, Secured Debt (Maturity—November 19, 2023)(9)

  19,514  19,071  16,503 

     

Member Units (1,558,333 units)

     1,558   

           20,629  16,503 

                

Industrial Services Acquisition, LLC(10)

 June 17, 2016 

Industrial Cleaning Services

            

     

6% Current / 7% PIK Unsecured Debt (Maturity—December 17, 2022)(19)

  5,428  5,371  5,428 

     

Preferred Member Units (Industrial Services Investments, LLC) (144 units; 10% cumulative)(8)(19)

     107  107 

     

Preferred Member Units (Industrial Services Investments, LLC) (80 units; 20% cumulative)(8)(19)

     65  65 

     

Member Units (Industrial Services Investments, LLC) (900 units)

     900  530 

           6,443  6,130 

                

Inn of the Mountain Gods Resort and Casino(11)

 October 30, 2013 

Hotel & Casino Owner & Operator

            

     

9.25% Secured Debt (Maturity—November 30, 2020)

  7,176  7,099  6,028 

                

Interface Security Systems, L.L.C(10)

 August 7, 2019 

Commercial Security & Alarm Services

            

     

LIBOR Plus 7.00% (Floor 1.75%), Current Coupon 8.75% / 3.00% PIK, Secured Debt (Maturity—August 7, 2023)(9)(19)

  7,557  7,435  7,557 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

3,466

3,424

3,355

(9)

Heartland Dental, LLC

(10)

September 9, 2020

Dental Support Organization

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

4/30/2025

14,925

14,523

15,037

(9)

Hunter Defense Technologies, Inc.

(10)

March 29, 2018

Provider of Military and Commercial Shelters and Systems

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

3/29/2023

34,739

34,362

34,739

(9)

HW Temps LLC

July 2, 2015

Temporary Staffing Solutions

Secured Debt

8.00%

3/29/2023

9,681

9,590

8,886

Hyperion Materials & Technologies, Inc.

(11) (13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

8/28/2026

22,219

21,852

22,163

(9)

Ian, Evan & Alexander Corporation (EverWatch)

(10)

July 31, 2020

Cybersecurity, Software and Data Analytics provider to the Intelligence Community

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

7/31/2025

16,113

15,765

16,055

(9)

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

Secured Debt

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

18,843

18,545

17,283

(9)

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

Secured Debt

6.20% PIK (L+6.00% PIK)

12/22/2022

6,306

6,306

6,306

(19)

Secured Debt

6.00% PIK

11/20/2023

17,099

15,651

15,651

(19)

Preferred Stock (non-voting)

3,235

3,235

Preferred Stock (non-voting)

-

-

Member Units

1,558,333

1,558

-

26,750

25,192

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

Unsecured Debt

13.00% (6.00% Cash, 7.00% PIK)

12/17/2022

5,722

5,683

5,722

(19)

Preferred Member Units

144

10.00% PIK

114

147

(8) (19) (30)

Preferred Member Units

80

20.00% PIK

73

85

(8) (19) (30)

Member Units

900

900

690

(30)

6,770

6,644

Inn of the Mountain Gods Resort and Casino

(11)

October 30, 2013

Hotel & Casino Owner & Operator

Secured Debt

0.0925

11/30/2023

6,677

6,677

6,577


22


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Intermedia Holdings, Inc.(11)

 August 3, 2018 

Unified Communications as a Service

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—July 19, 2025)(9)

  20,050  19,961  19,681 

                

Invincible Boat Company, LLC.(10)

 August 28, 2019 

Manufacturer of Sport Fishing Boats

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—August 28, 2025)(9)

  9,538  9,445  8,993 

                

Isagenix International, LLC(11)

 June 21, 2018 

Direct Marketer of Health & Wellness Products

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—June 14, 2025)(9)

  5,777  5,732  2,302 

                

JAB Wireless, Inc.(10)

 May 2, 2018 

Fixed Wireless Broadband Provider

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 8.17%, Secured Debt (Maturity—May 2, 2023)(9)

  14,700  14,608  14,180 

                

Jackmont Hospitality, Inc.(10)

 May 26, 2015 

Franchisee of Casual Dining Restaurants

            

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—May 26, 2021)(9)

  4,033  4,030  3,303 

                

Joerns Healthcare, LLC(11)

 April 3, 2013 

Manufacturer and Distributor of Health Care Equipment & Supplies

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00% Secured Debt (Maturity—August 21, 2024)(9)

  4,016  3,948  3,784 

     

Common Stock (472,579 shares)

     4,429  2,480 

           8,377  6,264 

                

Kemp Technologies Inc.(10)

 June 27, 2019 

Provider of Application Delivery Controllers

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—March 29, 2024)(9)

  7,425  7,302  7,139 

                

Kore Wireless Group Inc.(11)

 December 31, 2018 

Mission Critical Software Platform

            

     

LIBOR Plus 5.50%, Current Coupon 5.81%, Secured Debt (Maturity—December 20, 2024)

  19,236  19,139  18,034 

                

Larchmont Resources, LLC(11)

 August 13, 2013 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—August 7, 2021)(9)

  2,145  2,145  1,180 

     

Member Units (Larchmont Intermediate Holdco, LLC) (2,828 units)

     353  353 

           2,498  1,533 

                

Laredo Energy VI, LP(10)

 January 15, 2019 

Oil & Gas Exploration & Production

            

     

Member Units (1,155,952 units)

     11,560  11,560 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

Secured Debt

9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

7,276

7,184

7,276

(9) (19)

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

20,839

20,759

20,885

(9)

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

8,661

8,581

8,661

(9)

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

5,469

5,440

4,127

(9)

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

5/26/2021

3,954

3,953

3,158

(9)

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

4,016

3,959

3,884

(9)

Common Stock

472,579

4,429

2,240

8,388

6,124

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

3/29/2024

16,347

16,084

16,347

(9)

Common Stock

903,225

1,395

1,395

17,479

17,742

Klein Hersh, LLC

(10)

November 13, 2020

Executive and C-Suite Placement for the Life Sciences and Healthcare Industries

Secured Debt

8.75% (L+8.00%, Floor 0.75%)

11/13/2025

32,094

31,299

31,299

(9)

Kore Wireless Group Inc.

(11)

December 31, 2018

Mission Critical Software Platform

Secured Debt

5.70% (L+5.50%)

12/20/2024

19,041

18,959

19,018

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

8/9/2021

2,231

2,231

1,015

(9)

Member Units

2,828

353

113

(30)

2,584

1,128

Laredo Energy VI, LP

(10)

January 15, 2019

Oil & Gas Exploration & Production

Member Units

1,155,952

11,560

10,118


23


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Lightbox Holdings, L.P.(11)

 May 23, 2019 

Provider of Commercial Real Estate Software

            

     

LIBOR Plus 5.00%, Current Coupon 5.18%, Secured Debt (Maturity—May 9, 2026)

  14,888  14,687  13,771 

                

LKCM Headwater Investments I, L.P.(12)(13)

 January 25, 2013 

Investment Partnership

            

     

LP Interests (Fully diluted 2.3%)(8)

     1,746  3,354 

                

LL Management, Inc.(10)

 May 2, 2019 

Medical Transportation Service Provider

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.56%, Secured Debt (Maturity—September 25, 2023)(9)

  13,650  13,537  12,976 

                

Logix Acquisition Company, LLC(10)

 June 24, 2016 

Competitive Local Exchange Carrier

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—December 22, 2024)(9)

  26,272  24,534  22,200 

                

Looking Glass Investments, LLC(12)(13)

 July 1, 2015 

Specialty Consumer Finance

            

     

Member Units (2.6 units)

     125  25 

     

Member Units (LGI Predictive Analytics LLC) (190,712 units)

     41  8 

           166  33 

                

LSF9 Atlantis Holdings, LLC(11)

 May 17, 2017 

Provider of Wireless Telecommunications Carrier Services

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—May 1, 2023)(9)

  9,275  9,275  7,914 

                

Lulu's Fashion Lounge, LLC(10)

 August 31, 2017 

Fast Fashion E-Commerce Retailer

            

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.07% / 2.50% PIK, Current Coupon Plus PIK 12.57%, Secured Debt (Maturity—August 28, 2022)(9)(19)

  11,335  11,115  9,692 

                

Lynx FBO Operating LLC(10)

 September 30, 2019 

Fixed Based Operator in the General Aviation Industry

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 30, 2024)(9)

  13,647  13,375  12,656 

     

Member Units (3,704 units)

     500  445 

           13,875  13,101 

                

Mac Lean-Fogg Company(10)

 April 22, 2019 

Manufacturer and Supplier for Auto and Power Markets

            

     

LIBOR Plus 5.00%, Current Coupon 5.00%, Secured Debt (Maturity—December 22, 2025)

  16,564  16,453  15,141 

     

Preferred Stock (1,516 shares; 4.50% Cash / 9.25% PIK cumulative)(8)(19)

  1,809  1,809  1,806 

           18,262  16,947 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

Secured Debt

5.20% (L+5.00%)

5/9/2026

14,738

14,554

14,590

LKCM Headwater Investments I, L.P.

(12) (13)

January 25, 2013

Investment Partnership

LP Interests

2.3%

1,746

3,214

(31)

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

17,525

17,349

17,525

(9)

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

26,061

24,559

25,149

(9)

Looking Glass Investments, LLC

(12) (13)

July 1, 2015

Specialty Consumer
Finance

Member Units

3

125

25

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

Secured Debt

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

11,023

10,879

9,425

(9) (19)

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

Secured Debt

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

13,589

13,360

13,589

(9)

Member Units

4,872

687

780

14,047

14,369

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

5.63% (L+5.00%, Floor 0.625%)

12/22/2025

17,167

17,070

17,167

(9)

Preferred Stock

13.75% (4.50% Cash, 9.25% PIK)

1,863

1,863

1,863

(8) (19)

18,933

19,030

Mako Steel, LP

(10)

March 15, 2021

Self-Storage Design & Construction

Secured Debt

8.00% (L+7.25%, Floor 0.75%)

3/15/2026

16,977

16,596

16,596

MB2 Dental Solutions, LLC

(11)

January 28, 2021

Dental Partnership Organization

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

1/29/2027

8,322

8,167

8,167

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/24/2024

15,079

14,826

14,839

(9)

NBG Acquisition Inc

(11)

April 28, 2017

Wholesaler of Home Décor Products

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

4/26/2024

4,070

4,036

3,670

(9)


24


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

MHVC Acquisition Corp.(11)

 May 8, 2017 

Provider of Differentiated Information Solutions, Systems Engineering, and Analytics

            

     

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity—April 29, 2024)(9)

  19,899  19,813  19,203 

                

Mills Fleet Farm Group, LLC(10)

 October 24, 2018 

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.84% / 0.75% PIK, Current Coupon Plus PIK 8.59%, Secured Debt (Maturity—October 24, 2024)(9)(19)

  13,959  13,663  12,425 

                

NBG Acquisition Inc(11)

 April 28, 2017 

Wholesaler of Home Décor Products

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.57%, Secured Debt (Maturity—April 26, 2024)(9)

  4,153  4,111  1,910 

                

NinjaTrader, LLC(10)

 December 18, 2019 

Operator of Futures Trading Platform

            

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—December 18, 2024)(9)

  9,125  8,955  8,877 

                

NNE Partners, LLC(10)

 March 2, 2017 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 8.00%, Current Coupon 8.34%, Secured Debt (Maturity—March 2, 2022)

  23,417  23,287  20,701 

                

Novetta Solutions, LLC (11)

 June 21, 2017 

Provider of Advanced Analytics Solutions for Defense Agencies

            

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—October 17, 2022)(9)

  20,950  20,628  20,548 

                

NTM Acquisition Corp.(11)

 July 12, 2016 

Provider of B2B Travel Information Content

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—June 7, 2022)(9)

  4,793  4,793  4,314 

                

Ospemifene Royalty Sub LLC (QuatRx)(10)

 July 8, 2013 

Estrogen-Deficiency Drug Manufacturer and Distributor

            

     

11.50% Secured Debt (Maturity—November 15, 2026)(14)

  4,814  4,814  261 

                

PaySimple, Inc.(10)

 September 9, 2019 

Leading Technology Services Commerce Platform

            

     

LIBOR Plus 5.50%, Current Coupon 5.69%, Secured Debt (Maturity—August 23, 2025)(9)

  24,135  23,890  21,721 

                

Permian Holdco 2, Inc.(11)

 February 12, 2013 

Storage Tank Manufacturer

            

     

14.00% PIK Unsecured Debt (Maturity—October 15, 2021)(19)

  488  488  93 

     

18.00% PIK Unsecured Debt (Maturity—June 30, 2022)(19)

  348  348  348 

     

Preferred Stock (Permian Holdco 1, Inc.) (154,558 units)

     799   

           1,635  441 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

Secured Debt

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

16,875

16,560

16,849

(9)

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

Secured Debt

9.44% (4.94% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

23,946

23,844

21,769

(19)

Novetta Solutions, LLC

(11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense Agencies

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

10/17/2022

22,851

22,605

22,809

(9)

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

10/16/2023

1,069

1,069

1,070

23,674

23,879

NTM Acquisition Corp.

(11)

July 12, 2016

Provider of B2B Travel Information Content

Secured Debt

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)

6/7/2024

4,706

4,706

4,588

(9) (19)

Ospemifene Royalty Sub LLC (QuatRx)

(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor

Secured Debt

0.115

11/15/2026

4,736

4,736

91

(14)

Project Eagle Holdings, LLC

(10)

July 6, 2020

Provider of Secure Business Collaboration Software

Secured Debt

9.25% (L+8.25%, Floor 1.00%)

7/6/2026

14,925

14,559

14,898

(9)

PaySimple, Inc.

(10)

September 9, 2019

Leading Technology Services Commerce Platform

Secured Debt

5.64% (L+5.50%)

8/23/2025

27,857

27,627

27,787

PT Network, LLC

(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine Services

Secured Debt

8.50% (6.50% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%)

11/30/2023

8,623

8,623

8,623

(9) (19)

Research Now Group, Inc. and Survey Sampling International, LLC

(11)

December 31, 2017

Provider of Outsourced Online Surveying

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

12/20/2024

20,283

19,873

20,175

(9)

RM Bidder, LLC

(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming Provider

Warrants

187,161

10/20/2025

425

-

(26)

Member Units

2,779

46

35

471

35


25


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Point.360(10)

 July 8, 2015 

Fully Integrated Provider of Digital Media Services

            

     

Warrants (65,463 equivalent shares; Expiration—July 7, 2020; Strike price—$0.75 per share)

     69   

     

Common Stock (163,658 shares)

     273   

           342   

                

PricewaterhouseCoopers Public Sector LLP(11)

 May 24, 2018 

Provider of Consulting Services to Governments

            

     

LIBOR Plus 8.00%, Current Coupon 8.18%, Secured Debt (Maturity—May 1, 2026)

  9,000  8,967  8,235 

                

PT Network, LLC(10)

 November 1, 2013 

Provider of Outpatient Physical Therapy and Sports Medicine Services

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.73% / 2.00% PIK, Current Coupon Plus PIK 8.73%, Secured Debt (Maturity—November 30, 2023)(9)(19)

  8,555  8,555  8,074 

                

Research Now Group, Inc. and Survey Sampling International, LLC(11)

 December 31, 2017 

Provider of Outsourced Online Surveying

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—December 20, 2024)(9)

  18,023  17,543  16,736 

                

RM Bidder, LLC(10)

 November 12, 2015 

Scripted and Unscripted TV and Digital Programming Provider

            

     

Warrants (327,532 equivalent units; Expiration—October 20, 2025; Strike price—$14.28 per unit)

     425   

     

Member Units (2,779 units)

     46  13 

           471  13 

                

SAFETY Investment Holdings, LLC

 April 29, 2016 

Provider of Intelligent Driver Record Monitoring Software and Services

            

     

Member Units (2,000,000 units)

     2,000  2,060 

                

Salient Partners L.P.(11)

 June 25, 2015 

Provider of Asset Management Services

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—August 31, 2021)(9)

  6,450  6,438  5,876 

                

Staples Canada ULC(10)(13)(21)

 September 14, 2017 

Office Supplies Retailer

            

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—September 12, 2024)(9)(22)

  13,828  13,665  11,685 

                

TE Holdings, LLC(11)

 December 5, 2013 

Oil & Gas Exploration & Production

            

     

Member Units (97,048 units)

     970   

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

RTIC Subsidiary Holdings, LLC

(10)

September 1, 2020

Direct-To-Consumer eCommerce Provider of Outdoor Products

Secured Debt

9.00% (L+7.75%, Floor 1.25%)

9/1/2025

18,659

18,428

18,629

(9)

SAFETY Investment Holdings, LLC

April 29, 2016

Provider of Intelligent Driver Record Monitoring Software and Services

Member Units

2,000,000

2,000

2,730

Salient Partners L.P.

(11)

June 25, 2015

Provider of Asset Management Services

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/31/2021

6,251

6,246

3,374

(9)

Staples Canada ULC

(10) (13) (21)

September 14, 2017

Office Supplies Retailer

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

9/12/2024

18,058

17,938

17,651

(9) (22)

Team Public Choices, LLC

(11)

October 28, 2019

Home-Based Care Employment Service Provider

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

12/18/2027

12,500

12,137

12,469

Tectonic Financial, Inc.

May 15, 2017

Financial Services Organization

Common Stock

200,000

2,000

3,070

TGP Holdings III LLC

(11)

September 30, 2017

Outdoor Cooking & Accessories

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

9/25/2025

5,500

5,451

5,462

(9)

Time Manufacturing Acquisition LLC

(11)

February 24, 2021

Manufacturer and Distributor of Utility Equipment

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

2/3/2023

1,500

1,497

1,506

The Pasha Group

(11)

February 2, 2018

Diversified Logistics and Transportation Provided

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

1/26/2023

10,638

10,147

10,558

(9)

U.S. TelePacific Corp.

(11)

September 14, 2016

Provider of Communications and Managed Services

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

5/2/2023

17,088

16,930

15,868

(9)

USA DeBusk LLC

(10)

October 22, 2019

Provider of Industrial Cleaning Services

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/22/2024

24,885

24,523

24,625

(9)

Veregy Consolidated, Inc.

(11)

November 9, 2020

Energy Service Company

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

11/3/2027

14,963

14,561

15,056

(9)

Vida Capital, Inc

(11)

October 10, 2019

Alternative Asset Manager

Secured Debt

6.11% (L+6.00%)

10/1/2026

17,598

17,382

16,982


26


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Vistar Media, Inc.

(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising Platform

Secured Debt

13.00% (9.50% Cash, 3.50% PIK) (3.50% PIK + L+7.50%, Floor 2.00%)

4/3/2023

4,697

4,584

4,697

(9) (19)

Preferred Stock

70,207

767

910

Warrants

69,675

4/3/2029

-

920

(25)

5,350

6,527

White Cap Parent, LLC

(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

(8)

Member Units

3,334

6,050

YS Garments, LLC

(11)

August 22, 2018

Designer and Provider of Branded Activewear

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/9/2024

13,997

13,907

12,947

(9)

Zilliant Incorporated

June 15, 2012

Price Optimization and Margin Management Solutions

Preferred Stock

186,777

153

259

Warrants

952,500

6/15/2022

1,071

1,190

(28)

1,224

1,449

Short-term portfolio investments

(34) (35)

52,904

52,848

52,763

Subtotal Non-Control/Non-Affiliate Investments (79.9% of net assets at fair value)

$

1,281,784

$

1,231,444

Total Portfolio Investments, March 31, 2021 (181.7% of net assets at fair value)

$

2,597,735

$

2,800,131


(1)

All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(2)

Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)

See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)

Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)

Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)

Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)

Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)

Income producing through dividends or distributions.

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

TEAM Public Choices, LLC(10)

 October 28, 2019 

Home-Based Care Employment Service Provider

            

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.50%, Secured Debt (Maturity—September 20, 2024)(9)

  17,372  17,214  16,615 

                

Tectonic Financial, Inc.

 May 15, 2017 

Financial Services Organization

            

     

Common Stock (200,000 shares)

     2,000  2,600 

                

TGP Holdings III LLC(11)

 September 30, 2017 

Outdoor Cooking & Accessories

            

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—September 25, 2025)(9)

  5,500  5,444  4,922 

                

The Pasha Group(11)

 February 2, 2018 

Diversified Logistics and Transportation Provided

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 7.77%, Secured Debt (Maturity—January 26, 2023)(9)

  12,279  11,578  11,358 

                

USA DeBusk LLC(10)

 October 22, 2019 

Provider of Industrial Cleaning Services

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity—October 22, 2024)(9)

  25,137  24,702  23,119 

                

U.S. TelePacific Corp.(11)

 September 14, 2016 

Provider of Communications and Managed Services

            

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.07%, Secured Debt (Maturity—May 2, 2023)(9)

  17,088  16,916  13,719 

                

Vida Capital, Inc(11)

 October 10, 2019 

Alternative Asset Manager

            

     

LIBOR Plus 6.00%, Current Coupon 6.76%, Secured Debt (Maturity—October 1, 2026)

  18,338  18,090  18,292 

                

VIP Cinema Holdings, Inc.(11)

 March 9, 2017 

Supplier of Luxury Seating to the Cinema Industry

            

     

Prime Plus 7.00% (Floor 2.00%), Current Coupon 10.25%, Secured Debt (Maturity—May 18, 2020)(9)(17)

  994  994  994 

     

Prime Plus 7.00% (Floor 2.00%), Current Coupon 10.25%, Secured Debt (Maturity—March 1, 2023)(9)(14)

  10,063  10,030   

           11,024  994 

                

Vistar Media, Inc.(10)

 February 17, 2017 

Operator of Digital Out-of-Home Advertising Platform

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—April 3, 2023)(9)

  4,670  4,529  4,536 

     

Preferred Stock (70,207 shares)

     767  1,600 

     

Warrants (69,675 equivalent shares; Expiration—April 3, 2029; Strike price—$10.92 per share)

       1,620 

           5,296  7,756 

                

27



Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Wireless Vision Holdings, LLC(10)

 September 29, 2017 

Provider of Wireless Telecommunications Carrier Services

            

     

LIBOR Plus 8.94% (Floor 1.00%), Current Coupon 9.84% / 1.00% PIK, Current Coupon Plus PIK 10.84%, Secured Debt (Maturity—September 29, 2022)(9)(19)(23)

  6,985  6,874  6,984 

     

LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 9.91% / 1.00% PIK, Current Coupon Plus PIK 10.91%, Secured Debt (Maturity—September 29, 2022)(9)(19)(23)

  6,070  6,001  6,070 

           12,875  13,054 

                

YS Garments, LLC(11)

 August 22, 2018 

Designer and Provider of Branded Activewear

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.31% Secured Debt (Maturity—August 9, 2024)(9)

  14,278  14,171  13,064 

                

Zilliant Incorporated

 June 15, 2012 

Price Optimization and Margin Management Solutions

            

     

Preferred Stock (186,777 shares)

     154  260 

     

Warrants (952,500 equivalent shares; Expiration—June 15, 2022; Strike price—$0.001 per share)

     1,071  1,190 

           1,225  1,450 

                

Subtotal Non-Control/Non-Affiliate Investments (79.5% of net assets at fair value)

 $1,257,360 $1,089,705 

                

Total Portfolio Investments, June 30, 2020

 $2,425,854 $2,419,553 

(9)

Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at March 31, 2021. As noted in this schedule, 58% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.11%.

(10)

Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.

(11)

Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.

(12)

Other Portfolio investment. See Note C for a description of Other Portfolio investments.

(13)

Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)

Non-accrual and non-income producing investment.

(15)

All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)

External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(17)

Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)

Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)

PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)

All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)

Portfolio company headquarters are located outside of the United States.

(22)

In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $24.4 million Canadian Dollars and receive $17.0 million U.S. Dollars with a settlement date of September 14, 2021. The unrealized depreciation on the forward foreign currency contract is $0.6 million as of December 31, 2020.

(23)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)

Investment date represents the date of initial investment in the portfolio company.

(25)

Warrants are presented in equivalent shares with a strike price of $10.92 per share.

(26)

Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)

Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)

Warrants are presented in equivalent shares with a strike price of $0.001 per share.

(29)

Warrants are presented in equivalent units with a strike price of $1.50 per unit.

(30)

Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.

(31)

Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)

Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

(33)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due

28


(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note B for a description of Lower Middle Market portfolio investments. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)
Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act"), as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at June 30, 2020. As noted in this schedule, 60% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.09%.

(10)
Private Loan portfolio investment. See Note B for a description of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a description of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a description of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

June 30, 2020March 31, 2021

(dollars in thousands)

(16)
External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)
Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)
PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)
All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)
Portfolio company headquarters are located outside of the United States.

(22)
In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $16.7 million Canadian Dollars and receive $12.8 million U.S. Dollars with a settlement date of September 14, 2020. The unrealized appreciation on the forward foreign currency contract is $0.4 million as of June 30, 2020.

(23)
The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 8.50% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)
Investment has an unfunded commitment as of June 30, 2020 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

(25)
All of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities."

(26)
Investment date represents the date of initial investment in the portfolio company.

(Unaudited)


thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.50% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(34)

Short-term portfolio investments. See Note C for a description of short-term portfolio investments.

(35)

Short-term portfolio investments bear interest at index based floating interest rates which range from LIBOR plus 2.75% to LIBOR plus 4.75%, with LIBOR floors which range from 0% to 0.75% (with a weighted average LIBOR floor of approximately 0.14%), and with resulting interest rates which range from of 2.86% to 4.85% as of March 31, 2021.

29


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Control Investments(5)

   

 

 

 

       

  

Access Media Holdings, LLC(10)

 July 22, 2015 

Private Cable Operator

       

    

10% PIK Secured Debt (Maturity—July 22, 2020)(14)(19)

 $23,828 $23,828 $6,387 

    

Preferred Member Units (9,481,500 units)(27)

   9,375 (284)

    

Member Units (45 units)

   1  

      33,204 6,103 

  

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

ASC Interests, LLC

 August 1, 2013 

Recreational and Educational Shooting Facility

       

August 1, 2013

Recreational and Educational Shooting Facility

    

11.00% Secured Debt (Maturity—July 31, 2020)

 1,650 1,639 1,639 

    

Member Units (1,500 units)

   1,500 1,290 

Secured Debt

13.00%

7/31/2022

$

1,750

$

1,715

$

1,715

      3,139 2,929 

  

Member Units

1,500

1,500

1,120

3,215

2,835

Analytical Systems Keco, LLC

 August 16, 2019 

Manufacturer of Liquid and Gas Analyzers

       

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

    

LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.13%, Secured Debt (Maturity—August 16, 2024)(9)

 5,565 5,210 5,210 

    

Preferred Member Units (3,200 units)

   3,200 3,200 

    

Warrants (420 equivalent shares; Expiration—August 16, 2029; Strike price—$0.01 per share)

   316 316 

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

5,155

4,874

4,874

(9)

      8,726 8,726 

  

ATS Workholding, LLC(10)

 March 10, 2014 

Manufacturer of Machine Cutting Tools and Accessories

       

    

5% Secured Debt (Maturity—November 16, 2021)

 4,919 4,666 4,521 

    

Preferred Member Units (3,725,862 units)

   3,726 939 

Preferred Member Units

3,200

3,200

3,200

      8,392 5,460 

  

Bond-Coat, Inc.

 December 28, 2012 

Casing and Tubing Coating Services

       

    

15.00% Secured Debt (Maturity—December 28, 2020)

 11,596 11,473 11,473 

    

Common Stock (57,508 shares)

   6,350 8,300 

Warrants

420

8/16/2029

316

10

(27)

      17,823 19,773 

  

8,390

8,084

ATS Workholding, LLC

(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories

Secured Debt

5.00%

11/16/2021

4,982

4,824

3,347

(14)

Preferred Member Units

3,725,862

3,726

-

8,550

3,347

Project BarFly, LLC

(10)

August 31, 2015

Casual Restaurant Group

Secured Debt

7.00%

10/31/2024

343

343

343

Member Units

37

1,584

1,584

1,927

1,927

Bolder Panther Group, LLC

December 31, 2020

Consumer Goods and Fuel Retailer

Secured Debt

10.50% (L+9.00%, Floor 1.50%)

12/31/2025

27,500

27,225

27,225

(9)

Class A Preferred Member Units

14.00%

10,194

10,194

(30)

Class B Preferred Member Units

140,000

8.00%

14,000

14,000

(30)

51,419

51,419

Bond-Coat, Inc.

December 28, 2012

Casing and Tubing Coating Services

Common Stock

57,508

6,350

2,040

Brewer Crane Holdings, LLC

 January 9, 2018 

Provider of Crane Rental and Operating Services

       

January 9, 2018

Provider of Crane Rental and Operating Services

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.71%, Secured Debt (Maturity—January 9, 2023)(9)

 9,052 8,989 8,989 

    

Preferred Member Units (2,950 units)(8)

   4,280 4,280 

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

8,556

8,513

8,513

(9)

      13,269 13,269 

  

Preferred Member Units

2,950

4,280

5,850

(8)

12,793

14,363

Bridge Capital Solutions Corporation

 April 18, 2012 

Financial Services and Cash Flow Solutions Provider

       

April 18, 2012

Financial Services and Cash Flow Solutions Provider

    

13.00% Secured Debt (Maturity—December 11, 2024)

 8,813 7,797 7,797 

    

Warrants (82 equivalent shares; Expiration—July 25, 2026; Strike price—$0.01 per share)

   2,132 3,500 

    

13.00% Secured Debt (Mercury Service Group, LLC) (Maturity—December 11, 2024)

 1,000 996 996 

    

Preferred Member Units (Mercury Service Group, LLC) (17,742 units)(8)

   1,000 1,000 

Secured Debt

13.00%

12/11/2024

8,813

8,403

8,403

      11,925 13,293 

  

Warrants

82

7/25/2026

2,132

3,220

(27)

Secured Debt

13.00%

12/11/2024

1,000

998

998

(30)

Preferred Member Units

17,742

1,000

1,000

(8) (30)

12,533

13,621


30


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Café Brazil, LLC

 April 20, 2004 

Casual Restaurant Group

       

April 20, 2004

Casual Restaurant Group

    

Member Units (1,233 units)(8)

   1,742 2,440 

  

Member Units

1,233

1,742

2,030

(8)

California Splendor Holdings LLC

 March 30, 2018 

Processor of Frozen Fruits

       

March 30, 2018

Processor of Frozen Fruits

    

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.13%, Secured Debt (Maturity—March 30, 2023)(9)

 7,229 7,104 7,104 

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.13%, Secured Debt (Maturity—March 30, 2023)(9)

 28,000 27,801 27,801 

    

Preferred Member Units (6,725 units)(8)

   7,163 7,163 

    

Preferred Member Units (6,157 units)(8)

   10,775 7,382 

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

3/30/2023

8,100

8,014

8,043

(9)

      52,843 49,450 

  

CBT Nuggets, LLC ("CBT")

 June 1, 2006 

Produces and Sells IT Training Certification Videos

       

    

Member Units (416 units)(8)

   1,300 50,850 

  

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/30/2023

28,000

27,854

27,789

(9)

Preferred Member Units

6,725

8,255

8,255

(8)

Preferred Member Units

6,157

10,775

6,241

(8)

54,898

50,328

CBT Nuggets, LLC

June 1, 2006

Produces and Sells IT Training Certification Videos

Member Units

416

1,300

46,080

(8)

Centre Technologies Holdings, LLC

 January 4, 2019 

Provider of IT Hardware Services and Software Solutions

       

January 4, 2019

Provider of IT Hardware Services and Software Solutions

    

LIBOR Plus 9.00% (Floor 2.00%), Current Coupon 10.75%, Secured Debt (Maturity—January 4, 2024)(9)

 12,240 12,136 12,136 

    

Preferred Member Units (12,696 units)

   5,840 5,840 

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

11,628

11,549

11,549

(9)

      17,976 17,976 

  

Preferred Member Units

12,696

5,840

6,160

17,389

17,709

Chamberlin Holding LLC

 February 26, 2018 

Roofing and Waterproofing Specialty Contractor

       

February 26, 2018

Roofing and Waterproofing Specialty Contractor

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (Maturity—February 26, 2023)(9)

 17,773 17,649 17,773 

    

Member Units (4,347 units)(8)

   11,440 24,040 

    

Member Units (Chamberlin Langfield Real Estate, LLC) (1,047,146 units)(8)

   1,047 1,450 

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

15,212

15,136

15,212

(9)

      30,136 43,263 

  

Member Units

4,347

11,440

28,070

(8)

Member Units

1,047,146

1,322

1,270

(8) (30)

27,898

44,552

Charps, LLC

 February 3, 2017 

Pipeline Maintenance and Construction

       

February 3, 2017

Pipeline Maintenance and Construction

    

15.00% Secured Debt (Maturity—June 5, 2022)

 2,000 2,000 2,000 

    

Preferred Member Units (1,600 units)(8)

   400 6,920 

Unsecured Debt

10.00% (8.67% Cash, 1.33% PIK)

1/31/2024

9,388

7,641

8,475

(19)

      2,400 8,920 

  

Secured Debt

15.00%

6/5/2022

669

669

669

Preferred Member Units

1,600

400

10,520

(8)

8,710

19,664

Clad-Rex Steel, LLC

 December 20, 2016 

Specialty Manufacturer of Vinyl-Clad Metal

       

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

    

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.71%, Secured Debt (Maturity—December 20, 2021)(9)

 10,880 10,830 10,781 

    

Member Units (717 units)(8)

   7,280 9,630 

    

10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity—December 20, 2036)

 1,137 1,126 1,137 

    

Member Units (Clad-Rex Steel RE Investor, LLC) (800 units)

   210 460 

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

12/20/2021

10,880

10,853

10,853

(9)

      19,446 22,008 
  

Member Units

717

7,280

8,610

(8)

Secured Debt

10.00%

12/20/2036

1,111

1,100

1,100

(30)

Member Units

800

210

530

(30)

19,443

21,093

CMS Minerals Investments

 January 30, 2015 

Oil & Gas Exploration & Production

       

January 30, 2015

Oil & Gas Exploration & Production

    

Member Units (CMS Minerals II, LLC) (100 units)(8)

   2,386 1,900 

  

Member Units

100

2,179

1,624

(30)


31


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial Pools

Secured Debt

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

14,216

14,092

14,216

(9)

Preferred Member Units

587

8,317

14,940

22,409

29,156

CompareNetworks Topco, LLC

 January 29, 2019 

Internet Publishing and Web Search Portals

       

January 29, 2019

Internet Publishing and Web Search Portals

    

LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.75%, Secured Debt (Maturity—January 29, 2024)(9)

 8,364 8,288 8,288 

    

Preferred Member Units (1,975 units)

   1,975 3,010 

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

1/29/2024

7,954

7,910

7,953

(9)

      10,263 11,298 

  

Copper Trail Fund Investments(12)(13)

 July 17, 2017 

Investment Partnership

       

    

LP Interests (CTMH, LP) (Fully diluted 38.8%)

   872 872 

  

Preferred Member Units

1,975

1,975

6,780

(8)

9,885

14,733

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTMH, LP)

38.8%

747

747

(31)

Datacom, LLC

 May 30, 2014 

Technology and Telecommunications Provider

       

May 30, 2014

Technology and Telecommunications Provider

    

8.00% Secured Debt (Maturity—May 31, 2021)(14)

 1,800 1,800 1,615 

    

10.50% PIK Secured Debt (Maturity—May 31, 2021)(14)(19)

 12,507 12,475 10,142 

    

Class A Preferred Member Units

   1,294  

    

Class B Preferred Member Units (6,453 units)

   6,030  

Secured Debt

8.00%

5/31/2021

1,800

1,800

1,615

(14)

      21,599 11,757 

  

Secured Debt

10.50% PIK

5/31/2021

12,507

12,475

10,531

(14) (19)

Class A Preferred Member Units

-

1,294

-

Class B Preferred Member Units

6,453

6,030

-

21,599

12,146

Digital Products Holdings LLC

 April 1, 2018 

Designer and Distributor of Consumer Electronics

       

April 1, 2018

Designer and Distributor of Consumer Electronics

    

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.75%, Secured Debt (Maturity—April 1, 2023)(9)

 19,620 19,478 18,452 

    

Preferred Member Units (3,857 shares)(8)

   9,501 5,174 

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

18,173

18,077

18,077

(9)

      28,979 23,626 

  

Direct Marketing Solutions, Inc.

 February 13, 2018 

Provider of Omni-Channel Direct Marketing Services

       

    

LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.75%, Secured Debt (Maturity—February 13, 2023)(9)

 15,717 15,597 15,707 

    

Preferred Stock (8,400 shares)

   8,400 20,200 

Preferred Member Units

3,857

9,501

9,835

(8)

      23,997 35,907 

  

27,578

27,912

Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

15,090

15,007

15,007

(9)

Preferred Stock

8,400

8,400

19,380

23,407

34,387

Gamber-Johnson Holdings, LLC ("GJH")

 June 24, 2016 

Manufacturer of Ruggedized Computer Mounting Systems

       

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

    

LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—June 24, 2021)(9)

 19,022 18,949 19,022 

    

Member Units (8,619 units)(8)

   14,844 53,410 

Secured Debt

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

19,838

19,807

19,838

(9)

      33,793 72,432 

  

Member Units

8,619

14,844

52,490

(8)

34,651

72,328


32


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Garreco, LLC

 July 15, 2013 

Manufacturer and Supplier of Dental Products

       

July 15, 2013

Manufacturer and Supplier of Dental Products

    

LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—March 31, 2020)(9)

 4,519 4,515 4,515 

    

Member Units (1,200 units)

   1,200 2,560 

Secured Debt

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)

1/31/2021

4,519

4,519

4,519

(9)

      5,715 7,075 

  

Member Units

1,200

1,200

1,410

5,719

5,929

GRT Rubber Technologies LLC ("GRT")

 December 19, 2014 

Manufacturer of Engineered Rubber Products

       

December 19, 2014

Manufacturer of Engineered Rubber Products

    

LIBOR Plus 7.00%, Current Coupon 8.71%, Secured Debt (Maturity—December 31, 2023)

 15,016 15,016 15,016 

    

Member Units (5,879 units)

   13,065 47,450 

Secured Debt

7.15% (L+7.00%)

12/31/2023

16,775

16,775

16,775

      28,081 62,466 

  

Guerdon Modular Holdings, Inc.

 August 13, 2014 

Multi-Family and Commercial Modular Construction Company

       

    

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.60%, Secured Debt (Maturity—October 1, 2019)(9)(14)(17)

 1,010 1,010  

    

16.00% Secured Debt (Maturity—October 1, 2019)(14)(17)

 12,588 12,588  

    

Preferred Stock (404,998 shares)

   1,140  

    

Common Stock (212,033 shares)

   2,983  

    

Warrants (6,208,877 equivalent shares; Expiration— April 25, 2028; Strike price—$0.01 per share)

     

Member Units

5,879

13,065

44,900

(8)

      17,721  

  

29,840

61,675

Gulf Manufacturing, LLC

 August 31, 2007 

Manufacturer of Specialty Fabricated Industrial Piping Products

       

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping Products

    

Member Units (438 units)(8)

   2,980 7,430 

  

Member Units

438

2,980

4,510

(8)

Gulf Publishing Holdings, LLC

 April 29, 2016 

Energy Industry Focused Media and Publishing

       

April 29, 2016

Energy Industry Focused Media and Publishing

    

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.21%, Secured Debt (Maturity—September 30, 2020)(9)

 280 280 280 

    

12.50% Secured Debt (Maturity—April 29, 2021)

 12,535 12,493 12,493 

    

Member Units (3,681 units)

   3,681 2,420 

Secured Debt

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

250

250

250

(9) (17) (19)

      16,454 15,193 

  

Harborside Holdings, LLC

 March 20, 2017 

Real Estate Holding Company

       

    

Member units (100 units)

   6,506 9,560 

  

Harris Preston Fund Investments(12)(13)

 October 1, 2017 

Investment Partnership

       

    

LP Interests (2717 MH, L.P.) (Fully diluted 49.3%)

   2,735 3,157 

  

Harrison Hydra-Gen, Ltd.

 June 4, 2010 

Manufacturer of Hydraulic Generators

       

    

Common Stock (107,456 shares)(8)

   718 7,970 

  

IDX Broker, LLC

 November 15, 2013 

Provider of Marketing and CRM Tools for the Real Estate Industry

       

    

11.50% Secured Debt (Maturity—November 15, 2020)

 13,400 13,358 13,400 

    

Preferred Member Units (5,607 units)(8)

   5,952 15,040 

Secured Debt

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

13,147

13,135

12,044

(19)

      19,310 28,440 

  

Member Units

3,681

3,681

-

17,066

12,294

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

LP Interests (2717 MH, L.P.)

49.3%

2,599

2,702

(31)

LP Interests (2717 HPP-MS, L.P.)

49.3%

250

250

(31)

2,849

2,952

Harrison Hydra-Gen, Ltd.

June 4, 2010

Manufacturer of Hydraulic Generators

Common Stock

107,456

718

5,450

(8)

Jensen Jewelers of Idaho, LLC

November 14, 2006

Retail Jewelry Store

Secured Debt

10.00% (Prime+6.75%, Floor 2.00%)

11/14/2023

3,400

3,374

3,400

(9)

Member Units

627

811

7,620

(8)

4,185

11,020

J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

Secured Debt

11.50%

10/31/2024

12,800

12,697

12,800

Preferred Stock

2,814

7,085

12,680

19,782

25,480

KBK Industries, LLC

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial Products

Member Units

325

783

13,200

(8)


33


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Jensen Jewelers of Idaho, LLC

 November 14, 2006 

Retail Jewelry Store

       

    

Prime Plus 6.75% (Floor 2.00%), Current Coupon 11.50%, Secured Debt (Maturity—November 14, 2023)(9)

 4,000 3,960 4,000 

    

Member Units (627 units)(8)

   811 8,270 

      4,771 12,270 

  

J&J Services, Inc.

 October 31, 2019 

Provider of Dumpster and Portable Toilet Rental Services

       

    

11.50% Secured Debt (Maturity—October 31, 2024)

 17,600 17,430 17,430 

    

Preferred Stock (2,814 shares)

   7,160 7,160 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing

Secured Debt

11.50%

10/31/2023

22,415

22,269

22,269

      24,590 24,590 

  

KBK Industries, LLC

 January 23, 2006 

Manufacturer of Specialty Oilfield and Industrial Products

       

    

Member Units (325 units)(8)

   783 15,470 

  

Kickhaefer Manufacturing Company, LLC

 October 31, 2018 

Precision Metal Parts Manufacturing

       

    

11.50% Secured Debt (Maturity—October 31, 2023)

 25,200 24,982 24,982 

    

Member Units (581 units)

   12,240 12,240 

    

9.00% Secured Debt (Maturity—October 31, 2048)

 3,978 3,939 3,939 

    

Member Units (KMC RE Investor, LLC) (800 units)(8)

   992 1,160 

Member Units

581

12,240

12,240

      42,153 42,321 

  

Secured Debt

9.00%

10/31/2048

3,948

3,909

3,909

Member Units

800

992

1,160

(8) (30)

39,410

39,578

Market Force Information, LLC

 July 28, 2017 

Provider of Customer Experience Management Services

       

July 28, 2017

Provider of Customer Experience Management Services

    

8.00% Secured Debt (Maturity—July 28, 2022)

 2,786 2,786 2,695 

    

6.00% Current / 6.00% PIK Secured Debt (Maturity—July 28, 2022)(19)

 23,292 23,157 22,621 

    

Member Units (743,921 units)

   16,642 5,280 

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

7/28/2023

1,600

1,600

1,600

(9)

      42,585 30,596 

  

Secured Debt

12.00% PIK

7/28/2023

26,079

25,952

13,562

(14) (19)

Member Units

743,921

16,642

-

44,194

15,162

MH Corbin Holding LLC

 August 31, 2015 

Manufacturer and Distributor of Traffic Safety Products

       

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

    

5.00% Current / 5.00% PIK Secured Debt (Maturity—March 31, 2022)(19)

 8,890 8,815 8,890 

    

Preferred Member Units (66,000 shares)

   4,400 4,770 

    

Preferred Member Units (4,000 shares)

   6,000 20 

Secured Debt

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

8,570

8,527

8,280

(19)

      19,215 13,680 

  

Mid-Columbia Lumber Products, LLC

 December 18, 2006 

Manufacturer of Finger-Jointed Lumber Products

       

    

10.00% Secured Debt (Maturity—January 15, 2020)

 1,750 1,750 1,602 

    

12.00% Secured Debt (Maturity—January 15, 2020)

 3,900 3,898 3,644 

    

Member Units (7,874 units)

   3,239  

    

9.50% Secured Debt (Mid-Columbia Real Estate, LLC) (Maturity—May 13, 2025)

 701 701 701 

    

Member Units (Mid-Columbia Real Estate, LLC) (500 units)(8)

   790 1,640 

Preferred Member Units

66,000

4,400

2,370

      10,378 7,587 

  

Preferred Member Units

4,000

6,000

-

18,927

10,650

MSC Adviser I, LLC

(16)

November 22, 2013

Third Party Investment
Advisory Services

Member Units

29,500

116,760

(8) (31)

Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

12.00%

1/17/2022

6,733

6,723

6,723

Common Stock

5,873

2,720

8,990

(8)

9,443

15,713

NAPCO Precast, LLC

January 31, 2008

Precast Concrete Manufacturing

Member Units

2,955

2,975

16,100

(8)

Nebraska Vet AcquireCo, LLC (NVS)

December 31, 2020

Mixed-Animal Veterinary and Animal Health Product Provider

Secured Debt

12.00%

12/31/2025

10,500

10,395

10,395

Preferred Member Units

6,500

6,500

6,500

16,895

16,895

NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services

Secured Debt

11.00%

2/28/2023

17,097

17,016

16,726

Preferred Member Units

86,400,000

6,880

1,470

(8)

23,896

18,196

NRI Clinical Research, LLC

September 8, 2011

Clinical Research Service Provider

Secured Debt

9.00%

6/8/2022

5,620

5,572

5,620

Warrants

251,723

6/8/2027

252

1,490

(27)

Member Units

1,454,167

765

5,600

(8)

6,589

12,710


34


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

MSC Adviser I, LLC(16)

 November 22, 2013 

Third Party Investment Advisory Services

       

    

Member Units (Fully diluted 100.0%)(8)

    74,520 

  

Mystic Logistics Holdings, LLC

 August 18, 2014 

Logistics and Distribution Services Provider for Large Volume Mailers

       

    

12.00% Secured Debt (Maturity—August 15. 2019)(17)

 6,253 6,253 6,253 

    

Common Stock (5,873 shares)(8)

   2,720 8,410 

      8,973 14,663 

  

NAPCO Precast, LLC

 January 31, 2008 

Precast Concrete Manufacturing

       

    

Member Units (2,955 units)(8)

   2,975 14,760 

  

NexRev LLC

 February 28, 2018 

Provider of Energy Efficiency Products & Services

       

    

11.00% Secured Debt (Maturity—February 28, 2023)

 17,586 17,469 17,469 

    

Preferred Member Units (86,400,000 units)(8)

   6,880 6,310 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

NRP Jones, LLC

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies

Secured Debt

12.00%

3/20/2023

2,080

2,080

2,080

      24,349 23,779 

  

NRI Clinical Research, LLC

 September 8, 2011 

Clinical Research Service Provider

       

    

14.00% Secured Debt (Maturity—June 8, 2022)

 5,981 5,885 5,981 

    

Warrants (251,723 equivalent units; Expiration—June 8, 2027; Strike price—$0.01 per unit)

   252 1,230 

    

Member Units (1,454,167 units)(8)

   765 4,988 

Member Units

65,962

3,717

2,821

(8)

      6,902 12,199 

  

NRP Jones, LLC

 December 22, 2011 

Manufacturer of Hoses, Fittings and Assemblies

       

    

12.00% Secured Debt (Maturity—March 20, 2023)

 6,376 6,376 6,376 

    

Member Units (65,962 units)(8)

   3,717 4,710 

5,797

4,901

      10,093 11,086 

  

NuStep, LLC

 January 31, 2017 

Designer, Manufacturer and Distributor of Fitness Equipment

       

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

    

12.00% Secured Debt (Maturity—January 31, 2022)

 19,800 19,703 19,703 

    

Preferred Member Units (406 units)

   10,200 10,200 

Secured Debt

12.00%

1/31/2022

17,240

17,193

17,193

      29,903 29,903 

  

OMi Holdings, Inc.

 April 1, 2008 

Manufacturer of Overhead Cranes

       

    

Common Stock (1,500 shares)(8)

   1,080 16,950 

  

Preferred Member Units

406

10,200

10,780

27,393

27,973

OMi Holdings, Inc.

April 1, 2008

Manufacturer of Overhead Cranes

Common Stock

1,500

1,080

20,380

(8)

Pearl Meyer Topco LLC

April 27, 2020

Provider of Executive Compensation Consulting Services

Secured Debt

12.00%

4/27/2025

37,513

37,202

37,202

Member Units

13,800

13,000

15,940

(8)

50,202

53,142

Pegasus Research Group, LLC

 January 6, 2011 

Provider of Telemarketing and Data Services

       

January 6, 2011

Provider of Telemarketing and Data Services

    

Member Units (460 units)

   1,290 8,170 

  

PPL RVs, Inc.

 June 10, 2010 

Recreational Vehicle Dealer

       

    

LIBOR Plus 8.75% (Floor 0.50%), Current Coupon 10.85%, Secured Debt (Maturity—November 15, 2022)(9)

 12,245 12,118 12,118 

    

Common Stock (1,962 shares)

   2,150 9,930 

Member Units

460

1,290

8,830

(8)

      14,268 22,048 

  

PPL RVs, Inc.

June 10, 2010

Recreational Vehicle Dealer

Secured Debt

7.50% (L+7.00%, Floor 0.50%)

11/15/2022

11,855

11,781

11,806

(9)

Common Stock

2,000

2,150

11,500

(8)

13,931

23,306

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

February 1, 2011

Noise Abatement Service Provider

Secured Debt

13.00%

4/30/2023

6,397

6,335

6,397

Preferred Member Units

19,631

4,600

10,500

(8)

Warrants

1,018

1/31/2021

1,200

870

(27)

12,135

17,767

Quality Lease Service, LLC

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related Services

Member Units

1,000

11,063

4,460

River Aggregates, LLC

March 30, 2011

Processor of Construction Aggregates

Member Units

1,500

369

3,240

(30)

Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

Secured Debt

12.00%

8/31/2023

16,400

16,301

16,301

Preferred Member Units

479

8,136

8,136

24,437

24,437


35


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Trantech Radiator Topco, LLC

May 31, 2019

Transformer Cooling Products and Services

Secured Debt

12.00%

5/31/2024

8,720

8,644

8,644

Common Stock

615

4,655

6,030

(8)

13,299

14,674

UnionRock Energy Fund II, LP

(12) (13)

June 15, 2020

Oil & Gas Exploration & Production

LP Interests

49.6%

2,894

2,894

(31)

Vision Interests, Inc.

June 5, 2007

Manufacturer / Installer of Commercial Signage

Secured Debt

13.00%

9/30/2019

2,028

2,028

2,028

(17)

Series A Preferred Stock

3,000,000

3,000

3,160

5,028

5,188

Ziegler's NYPD, LLC

October 1, 2008

Casual Restaurant Group

Secured Debt

6.50%

10/1/2022

1,000

1,000

979

Secured Debt

12.00%

10/1/2022

625

625

625

Secured Debt

14.00%

10/1/2022

2,750

2,750

2,750

Warrants

587

10/1/2025

600

-

(27)

Preferred Member Units

10,072

2,834

1,780

7,809

6,134

Subtotal Control Investments (73.5% of net assets at fair value)

$

831,490

$

1,113,725

36


Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

 February 1, 2011 

Noise Abatement Service Provider

            

     

13.00% Secured Debt (Maturity—April 30, 2020)

  6,397  6,379  6,397 

     

Preferred Member Units (19,631 units)(8)

     4,600  13,390 

     

Warrants (1,018 equivalent units; Expiration—January 31, 2021; Strike price—$0.01 per unit)

     1,200  1,090 

           12,179  20,877 

                

Quality Lease Service, LLC

 June 8, 2015 

Provider of Rigsite Accommodation Unit Rentals and Related Services

            

     

Member Units (1,000 units)

     11,013  9,289 

                

River Aggregates, LLC

 March 30, 2011 

Processor of Construction Aggregates

            

     

Zero Coupon Secured Debt (Maturity—June 30, 2018)(17)

  750  750  722 

     

Member Units (1,150 units)

     1,150  4,990 

     

Member Units (RA Properties, LLC) (1,500 units)

     369  3,169 

           2,269  8,881 

                

Tedder Industries, LLC

 August 31, 2018 

Manufacturer of Firearm Holsters and Accessories

            

     

12.00% Secured Debt (Maturity—August 31, 2020)

  640  640  640 

     

12.00% Secured Debt (Maturity—August 31, 2023)

  16,400  16,272  16,272 

     

Preferred Member Units (479 units)

     8,136  8,136 

           25,048  25,048 

                

The MPI Group, LLC

 October 2, 2007 

Manufacturer of Custom Hollow Metal Doors, Frames and Accessories

            

     

9.00% Secured Debt (Maturity—December 31, 2019)(17)

  2,924  2,924  2,924 

     

Series A Preferred Units (2,500 units)

     2,500   

     

Warrants (1,424 equivalent units; Expiration—July 1, 2024; Strike price—$0.01 per unit)

     1,096   

     

Member Units (MPI Real Estate Holdings, LLC) (100 units)(8)

     2,300  1,640 

           8,820  4,564 

                

Trantech Radiator Topco, LLC

 May 31, 2019 

Transformer Cooling Products and Services

            

     

12.00% Secured Debt (Maturity—May 31, 2024)

  9,200  9,102  9,102 

     

Common Stock (615 shares)(8)

     4,655  4,655 

           13,757  13,757 

                

Vision Interests, Inc.

 June 5, 2007 

Manufacturer / Installer of Commercial Signage

            

     

13.00% Secured Debt (Maturity—September 30, 2019)(17)

  2,028  2,028  2,028 

     

Series A Preferred Stock (3,000,000 shares)

     3,000  4,089 

     

Common Stock (1,126,242 shares)

     3,706  409 

           8,734  6,526 

                

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

Ziegler's NYPD, LLC

 October 1, 2008 

Casual Restaurant Group

       

    

6.50% Secured Debt (Maturity—October 1, 2020)

 1,000 1,000 1,000 

    

12.00% Secured Debt (Maturity—October 1, 2020)

 625 625 625 

��   

14.00% Secured Debt (Maturity—October 1, 2020)

 2,750 2,750 2,750 

    

Warrants (587 equivalent units; Expiration—October 1, 2020; Strike price—$0.01 per unit)

   600  

    

Preferred Member Units (10,072 units)

   2,834 1,269 

      7,809 5,644 

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Subtotal Control Investments (67.2% of net assets at fair value)

 $778,367 $1,032,721 

Affiliate Investments (6)

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

Secured Debt

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

9,406

9,187

9,187

(19)

Common Stock

593,928

3,148

3,148

Warrants

554,353

12/11/2025

-

2,938

(27)

12,335

15,273

AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

10.00%

5/25/2022

491

491

491

Preferred Member Units

186

1,200

5,810

1,691

6,301

American Trailer Rental Group LLC

June 7, 2017

Provider of Short-term Trailer and Container Rental

Member Units

73,493

8,596

16,010

(30)

BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

Unsecured Debt

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

4,800

4,773

4,722

(9)

Preferred Stock (non-voting)

15.00% PIK

151

151

(8) (19)

Member Units

800,000

800

280

5,724

5,153

Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

Member Units

2,160,000

2,256

6,040

(8)

Buca C, LLC

June 30, 2015

Casual Restaurant Group

Secured Debt

10.25% (L+9.25%, Floor 1.00%)

6/30/2020

19,004

19,004

14,256

(9) (17)

Preferred Member Units

6

6.00% PIK

4,770

-

(8) (19)

23,774

14,256

CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software

Secured Debt

12.50%

12/7/2023

47,474

47,133

47,474

Member Units

77,960

2,095

7,190

(8)

49,228

54,664

Chandler Signs Holdings, LLC

(10)

January 4, 2016

Sign Manufacturer

Class A Units

1,500,000

1,500

1,460

Charlotte Russe, Inc

(11)

May 28, 2013

Fast-Fashion Retailer to Young Women

Common Stock

19,041

3,141

-

Classic H&G Holdings, LLC

March 12, 2020

Provider of Engineered Packaging Solutions

Secured Debt

12.00%

3/12/2025

24,800

24,583

24,800

Preferred Member Units

154

5,760

9,510

(8)

30,343

34,310


37


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Affiliate Investments(6)

 

 

          

                

AFG Capital Group, LLC

 November 7, 2014 

Provider of Rent-to-Own Financing Solutions and Services

            

     

10.00% Secured Debt (Maturity—May 25, 2022)

 $838 $838 $838 

     

Preferred Member Units (186 units)

     1,200  5,180 

           2,038  6,018 

                

American Trailer Rental Group LLC

 June 7, 2017 

Provider of Short-term Trailer and Container Rental

            

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.34%, Secured Debt (Maturity—June 7, 2022)(9)

  27,087  26,905  27,087 

     

Member Units (Milton Meisler Holdings LLC) (48,555 units)

     4,855  8,540 

           31,760  35,627 

                

BBB Tank Services, LLC

 April 8, 2016 

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

            

     

LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.71%, (Maturity—April 8, 2021)(9)

  4,800  4,698  4,698 

     

Preferred Stock (non-voting)(8)

     131  131 

     

Member Units (800,000 units)

     800  290 

           5,629  5,119 

                

Boccella Precast Products LLC

 June 30, 2017 

Manufacturer of Precast Hollow Core Concrete

            

     

LIBOR Plus 12.00% (Floor 1.00%), Current Coupon 14.10%, Secured Debt (Maturity—June 30, 2022)(9)

  13,244  13,106  13,244 

     

Member Units (2,160,000 units)(8)

     2,256  6,270 

           15,362  19,514 

                

Buca C, LLC

 June 30, 2015 

Casual Restaurant Group

            

     

LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 10.94%, Secured Debt (Maturity—June 30, 2020)(9)

  19,004  18,981  18,794 

     

Preferred Member Units (6 units; 6% cumulative)(8)(19)

     4,701  4,701 

           23,682  23,495 

                

CAI Software LLC

 October 10, 2014 

Provider of Specialized Enterprise Resource Planning Software

            

     

11.00% Secured Debt (Maturity—December 7, 2023)

  9,160  9,077  9,160 

     

Member Units (66,968 units)(8)

     751  5,210 

           9,828  14,370 

                

Chandler Signs Holdings, LLC(10)

 January 4, 2016 

Sign Manufacturer

            

     

Class A Units (1,500,000 units)(8)

     1,500  2,740 

                

Charlotte Russe, Inc(11)

 May 28, 2013 

Fast-Fashion Retailer to Young Women

            

     

Common Stock (19,041 shares)

     3,141   

                

Congruent Credit Opportunities Funds(12)(13)

 January 24, 2012 

Investment Partnership

            

     

LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)

     5,210  855 

     

LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)

     13,601  13,915 

           18,811  14,770 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Congruent Credit Opportunities Funds

(12) (13)

January 24, 2012

Investment Partnership

LP Interests (Congruent Credit Opportunities Fund
II, LP)

19.8%

4,449

94

(31)

LP Interests (Congruent Credit Opportunities Fund
III, LP)

17.4%

11,741

11,540

(8) (31)

16,190

11,634

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (Copper Trail Energy Fund I, LP)

12.4%

2,161

1,782

(8) (31)

Dos Rios Partners

(12) (13)

April 25, 2013

Investment Partnership

LP Interests (Dos Rios Partners, LP)

20.2%

6,605

5,417

(31)

LP Interests (Dos Rios Partners - A, LP)

6.4%

2,097

1,720

(31)

8,702

7,137

East Teak Fine Hardwoods, Inc.

April 13, 2006

Distributor of Hardwood Products

Common Stock

6,250

480

300

EIG Fund Investments

(12) (13)

November 6, 2015

Investment Partnership

LP Interests (EIG Global Private Debt Fund-A, L.P.)

11.1%

739

526

(8) (31)

Freeport Financial Funds

(12) (13)

June 13, 2013

Investment Partnership

LP Interests (Freeport Financial SBIC Fund LP)

9.3%

5,974

5,264

(31)

LP Interests (Freeport First Lien Loan Fund III LP)

6.0%

10,785

10,321

(8) (31)

16,759

15,585

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

LP Interests (HPEP 3, L.P.)

8.2%

3,071

3,258

(31)

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

Secured Debt

11.00%

12/2/2023

18,400

18,366

18,400

Preferred Member Units

226

2,850

8,030

(8)

Preferred Member Units

226

150

420

(30)

21,366

26,850


38


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Copper Trail Fund Investments(12)(13)

 July 17, 2017 

Investment Partnership

            

     

LP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 12.4%)(8)

     1,997  2,362 

                

Dos Rios Partners(12)(13)

 April 25, 2013 

Investment Partnership

            

     

LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)

     5,846  7,033 

     

LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)

     1,856  2,233 

           7,702  9,266 

                

East Teak Fine Hardwoods, Inc.

 April 13, 2006 

Distributor of Hardwood Products

            

     

Common Stock (6,250 shares)(8)

     480  400 

                

EIG Fund Investments(12)(13)

 November 6, 2015 

Investment Partnership

            

     

LP Interests (EIG Global Private Debt Fund-A, L.P.) (Fully diluted 11.1%)(8)

     768  720 

                

Freeport Financial Funds(12)(13)

 June 13, 2013 

Investment Partnership

            

     

LP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)

     5,974  5,778 

     

LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)

     9,956  9,696 

           15,930  15,474 

                

Fuse, LLC(11)

 June 30, 2019 

Cable Networks Operator

            

     

12% Secured Debt (Maturity—June 28, 2024)

  1,939  1,939  1,939 

     

Common Stock (10,429 shares)

     256  256 

           2,195  2,195 

                

Harris Preston Fund Investments(12)(13)

 August 9, 2017 

Investment Partnership

            

     

LP Interests (HPEP 3, L.P.) (Fully diluted 8.2%)

     2,474  2,474 

                

Hawk Ridge Systems, LLC(13)

 December 2, 2016 

Value-Added Reseller of Engineering Design and Manufacturing Solutions

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.71%, Secured Debt (Maturity—December 2, 2021)(9)

  600  600  600 

     

11.00% Secured Debt (Maturity—December 2, 2021)

  13,400  13,335  13,400 

     

Preferred Member Units (226 units)(8)

     2,850  7,900 

     

Preferred Member Units (HRS Services, ULC) (226 units)

     150  420 

           16,935  22,320 

                

Houston Plating and Coatings, LLC

 January 8, 2003 

Provider of Plating and Industrial Coating Services

            

     

8.00% Unsecured Convertible Debt (Maturity—May 1, 2022)

  3,000  3,000  4,260 

     

Member Units (322,297 units)(8)

     2,352  10,330 

           5,352  14,590 

                

I-45 SLF LLC(12)(13)

 October 20, 2015 

Investment Partnership

            

     

Member Units (Fully diluted 20.0%; 24.4% profits interest)(8)

     17,000  14,407 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Houston Plating and Coatings, LLC

January 8, 2003

Provider of Plating and Industrial Coating Services

Unsecured Convertible Debt

8.00%

5/1/2022

3,000

3,000

2,900

Member Units

322,297

2,352

5,080

(8)

5,352

7,980

I-45 SLF LLC

(12) (13)

October 20, 2015

Investment Partnership

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

20.00% Fully Diluted, 24.40% Profits Interest

20,200

15,789

(8) (31)

L.F. Manufacturing Holdings, LLC

(10)

December 23, 2013

Manufacturer of Fiberglass Products

Preferred Member Units (non-voting)

14.00% PIK

93

93

(8) (19)

Member Units

2,179,001

2,019

2,050

2,112

2,143

OnAsset Intelligence, Inc.

April 18, 2011

Provider of Transportation Monitoring / Tracking Products and Services

Secured Debt

12.00% PIK

6/30/2021

7,301

7,301

7,301

(19)

Unsecured Debt

10.00% PIK

6/30/2021

64

64

64

(19)

Preferred Stock

912

1,981

-

Warrants

5,333

4/18/2021

1,919

-

(27)

11,265

7,365

PCI Holding Company, Inc.

December 18, 2012

Manufacturer of Industrial Gas Generating Systems

Preferred Stock

1,500,000

3,927

4,130

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

January 8, 2013

Provider of Rigsite Accommodation Unit Rentals and Related Services

Secured Debt

12.00%

1/8/2018

30,369

29,865

-

(14) (32)

Preferred Member Units

250

2,500

-

32,365

-

Salado Stone Holdings, LLC

(10)

June 27, 2016

Limestone and Sandstone Dimension Cut Stone Mining Quarries

Class A Preferred Units

2,000,000

2,000

1,250

(30)

Slick Innovations, LLC

September 13, 2018

Text Message Marketing Platform

Secured Debt

13.00%

9/13/2023

5,720

5,605

5,719

Common Stock

70,000

700

1,330

Warrants

18,084

9/13/2028

181

360

(27)

6,486

7,409

SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing

Secured Debt

9.50%

8/31/2023

32,963

32,760

32,962

Preferred Member Units

157

6,000

9,780

(8)

38,760

42,742

Superior Rigging & Erecting Co.

August 31, 2020

Provider of Steel Erection, Crane Rental & Rigging Services

Secured Debt

12.00%

8/31/2025

21,500

21,298

21,298

Preferred Member Units

1,473

4,500

4,500

25,798

25,798


39


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

UniTek Global Services, Inc.

(11)

April 15, 2011

Provider of Outsourced Infrastructure Services

Secured Debt

7.50% (L+6.50% Floor 1.00%)

8/20/2024

2,708

2,687

2,426

(9)

Preferred Stock

1,133,102

20.00% PIK

1,441

2,832

(8) (19)

Preferred Stock

1,521,122

20.00% PIK

2,188

375

(8) (19)

Preferred Stock

2,281,682

19.00% PIK

3,667

-

(19)

Preferred Stock

4,336,866

13.50% PIK

7,924

-

(19)

Common Stock

945,507

-

-

17,907

5,633

Universal Wellhead Services Holdings, LLC

(10)

October 30, 2014

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

Preferred Member Units

716,949

14.00% PIK

1,032

-

(19) (30)

Member Units

4,000,000

4,000

-

(30)

5,032

-

Volusion, LLC

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions

Secured Debt

11.50%

1/26/2020

20,234

20,234

19,242

(17)

Unsecured Convertible Debt

8.00%

11/16/2023

409

409

291

Preferred Member Units

4,876,670

14,000

5,990

Warrants

1,831,355

1/26/2025

2,576

-

(27)

37,219

25,523

Subtotal Affiliate Investments (24.2% of net assets at fair value)

$

416,479

$

366,301

40


Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

L.F. Manufacturing Holdings, LLC(10)

 December 23, 2013 

Manufacturer of Fiberglass Products

            

     

Preferred Member Units (non-voting; 14% cumulative)(8)(19)

     81  81 

     

Member Units (2,179,001 units)

     2,019  2,050 

           2,100  2,131 

                

OnAsset Intelligence, Inc.

 April 18, 2011 

Provider of Transportation Monitoring / Tracking Products and Services

            

     

12.00% PIK Secured Debt (Maturity—June 30, 2021)(19)

  6,474  6,474  6,474 

     

10.00% PIK Unsecured Debt (Maturity—June 30, 2021)(19)

  58  58  58 

     

Preferred Stock (912 shares)

     1,981   

     

Warrants (5,333 equivalent shares; Expiration—April 18, 2021; Strike price—$0.01 per share)

     1,919   

           10,432  6,532 

                

PCI Holding Company, Inc.

 December 18, 2012 

Manufacturer of Industrial Gas Generating Systems

            

     

12.00% Current, Secured Debt (Maturity—March 31, 2020)

  11,356  11,356  11,356 

     

Preferred Stock (1,740,000 shares) (non-voting)

     1,740  4,350 

     

Preferred Stock (1,500,000 shares)

     3,927  2,680 

           17,023  18,386 

                

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

 January 8, 2013 

Provider of Rigsite Accommodation Unit Rentals and Related Services

            

     

12.00% Secured Debt (Maturity—January 8, 2018)(14)(15)

  30,369  29,865   

     

Preferred Member Units (250 units)

     2,500   

           32,365   

                

Salado Stone Holdings, LLC (10)

 June 27, 2016 

Limestone and Sandstone Dimension Cut Stone Mining Quarries

            

     

Class A Preferred Units (Salado Acquisition, LLC) (2,000,000 units)

     2,000  570 

                

SI East, LLC

 August 31, 2018 

Rigid Industrial Packaging Manufacturing

            

     

9.50% Current, Secured Debt (Maturity—August 31, 2023)

  32,963  32,687  32,963 

     

Preferred Member Units (157 units)(8)

     6,000  8,200 

           38,687  41,163 

                

Slick Innovations, Inc.

 September 13, 2018 

Text Message Marketing Platform

            

     

14.00% Current, Secured Debt (Maturity—September 13, 2023)

  6,360  6,197  6,197 

     

Common Stock (70,000 shares)(8)

     700  1,080 

     

Warrants (18,084 equivalent units; Expiration—September 13, 2028; Strike price—$0.01 per unit)

     181  290 

           7,078  7,567 

                

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
 

UniTek Global Services, Inc.(11)

 April 15, 2011 

Provider of Outsourced Infrastructure Services

       

    

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.41%, Secured Debt (Maturity—August 20, 2024)(9)

 2,963 2,940 2,962 

    

Preferred Stock (755,401 shares; 20% cumulative)(8)(19)

   809 1,889 

    

Preferred Stock (1,521,122 shares; 19% cumulative)(8)(19)

   1,976 2,282 

    

Preferred Stock (2,281,682 shares; 19% cumulative)(8)(19)

   3,667 3,667 

    

Preferred Stock (4,336,866 shares; 13.50% cumulative)(8)(19)

   7,924 2,684 

    

Common Stock (945,507 shares)

     

      17,316 13,484 

  

Universal Wellhead Services Holdings, LLC(10)

 October 30, 2014 

Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry

       

    

Preferred Member Units (UWS Investments, LLC) (716,949 units; 14% cumulative)(8)(19)

   1,032 800 

    

Member Units (UWS Investments, LLC) (4,000,000 units)

   4,000  

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

      5,032 800 

  

Volusion, LLC

 January 26, 2015 

Provider of Online Software-as-a-Service eCommerce Solutions

       

    

11.50% Secured Debt (Maturity—January 26, 2020)

 20,234 20,162 19,352 

    

8.00% Unsecured Convertible Debt (Maturity—November 16, 2023)

 409 409 291 

    

Preferred Member Units (4,876,670 units)

   14,000 14,000 

    

Warrants (1,831,355 equivalent units; Expiration—January 26, 2025; Strike price—$0.01 per unit)

   2,576 150 

Non-Control/Non-Affiliate Investments (7)

      37,147 33,793 

Acousti Engineering Company of Florida, Inc.

(10)

November 2, 2020

Interior Subcontractor Providing Acoustical Walls and Ceilings

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

10/31/2025

13,000

12,858

12,858

(9)

Subtotal Affiliate Investments (21.5% of net assets at fair value)

 $351,764 $330,287 

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

Secured Debt

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

5,863

5,745

5,813

(9)

ADS Tactical, Inc.

(10)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

Secured Debt

7.00% (L+6.25%, Floor 0.75%)

7/26/2023

19,633

19,529

19,633

(9)

Aethon United BR LP

(10)

September 8, 2017

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

9/8/2023

9,750

9,659

9,544

(9)

Affordable Care Holding Corp.

(10)

May 9, 2019

Dental Support Organization

Secured Debt

5.75% (L+4.75%, Floor 1.00%)

10/22/2022

14,246

14,066

14,044

(9)

ALKU, LLC.

(11)

October 18, 2019

Specialty National Staffing Operator

Secured Debt

5.75% (L+5.50%)

7/29/2026

9,466

9,385

9,478

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

4/10/2023

12,130

11,954

12,111

(9)

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

6/8/2023

17,358

16,634

8,071

(9)

APTIM Corp.

(11)

August 17, 2018

Engineering, Construction & Procurement

Secured Debt

7.75%

6/15/2025

12,452

11,063

9,734

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/31/2021

11,009

11,009

11,009

(9)

Arrow International, Inc

(10)

December 21, 2020

Manufacturer and Distributor of Charitable Gaming Supplies

Secured Debt

9.23% (L+7.98%, Floor 1.25%)

12/21/2025

10,000

9,901

9,901

(9) (23)

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

8/31/2023

5,206

5,148

5,149

(9)

Secured Debt

13.25% PIK

12/1/2023

2,116

2,091

2,116

(19)

7,239

7,265


41


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Non-Control/Non-Affiliate Investments(7)

 

 

          

                

AAC Holdings, Inc.(11)

 June 30, 2017 

Substance Abuse Treatment Service Provider

            

     

LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.03%, Secured Debt (Maturity—April 15, 2020)(9)(14)

  2,227  2,068  2,172 

                

     

LIBOR Plus 12.75% (Floor 1.00%), Current Coupon 16.50%, Secured Debt (Maturity—June 30, 2023)(9)(14)

  14,396  14,030  9,358 

           16,098  11,530 

Adams Publishing Group, LLC(10)

 November 19, 2015 

Local Newspaper Operator

            

     

Prime Plus 5.00% (Floor 1.50%), Current Coupon 8.75%, Secured Debt (Maturity—July 3, 2023)(9)

  5,000  4,930  5,000 

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.44%, Secured Debt (Maturity—July 3, 2023)(9)

  6,158  6,058  6,158 

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity—July 3, 2023)(9)

  197  197  197 

           11,185  11,355 

                

ADS Tactical, Inc.(10)

 March 7, 2017 

Value-Added Logistics and Supply Chain Provider to the Defense Industry

            

     

LIBOR Plus 6.25% (Floor 0.75%), Current Coupon 8.03%, Secured Debt (Maturity—July 26, 2023)(9)

  19,843  19,703  19,843 

                

Aethon United BR LP(10)

 September 8, 2017 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.46%, Secured Debt (Maturity—September 8, 2023)(9)

  9,750  9,630  9,531 

                

Affordable Care Holding Corp.(10)

 May 9, 2019 

Dental Service Organization

            

     

LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 6.59%,

  14,396  14,126  14,036 

     

Secured Debt (Maturity—October 22, 2022)(9)

          

                

ALKU, LLC.(11)

 October 18, 2019 

Specialty National Staffing Operator

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.44%, Secured Debt (Maturity—July 29, 2026)(9)

  10,000  9,902  9,883 

                

Allen Media, LLC.(11)

 September 18, 2018 

Operator of Cable Television Networks

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.48%, Secured Debt (Maturity—August 30, 2023)(9)

  16,270  15,894  15,863 

                

Allen Media Broadcasting LLC(10)

 July 3, 2019 

Operator of Television Broadcasting Networks

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.21%, Secured Debt (Maturity—July 3, 2024)(9)

  14,906  14,565  14,565 

                

American Nuts, LLC(10)

 April 10, 2018 

Roaster, Mixer and Packager of Bulk Nuts and Seeds

 

LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.60%, Secured Debt (Maturity—April 10, 2023)(9)

  12,243  12,002  12,233 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

ATX Networks Corp.

(11) (13) (21)

June 30, 2015

Provider of Radio Frequency Management Equipment

Secured Debt

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%)

12/31/2023

13,402

13,342

12,263

(9) (19)

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

Secured Debt

12.00% (10.50% Cash, 1.5% PIK)

1/6/2024

4,624

4,595

4,624

(19)

Preferred Member Units

122,416

16.00% PIK

145

145

(8) (19) (30)

Preferred Member Units

1,548,387

8.00% PIK

1,671

904

(19) (30)

6,411

5,673

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

2,044

2,037

2,011

(9)

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

3/9/2022

12,958

12,798

12,958

(9)

Member Units

1,050,000

1,050

670

13,848

13,628

BLST Operating Company, LLC.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

5,879

5,879

5,879

(9)

Common Stock

653

-

-

Warrants

70

8/28/2030

-

-

(27)

5,879

5,879

Brainworks Software, LLC

(10)

August 12, 2014

Advertising Sales and Newspaper Circulation Software

Secured Debt

12.50% (Prime+9.25%, Floor 3.25%)

7/22/2019

7,817

7,817

5,332

(9) (14) (17)

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

1.6%

10,800

8,459

(8) (31)

LP Interests (Brightwood Capital Fund IV, LP)

0.6%

5,000

4,745

(8) (31)

15,800

13,204

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

Secured Debt

9.50% (4.25% Cash, 5.25% PIK) (5.25% PIK + L+3.25%, Floor 1.00%)

11/14/2023

27,703

27,484

26,359

(9) (19)


42


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

American Teleconferencing Services, Ltd.(11)

 May 19, 2016 

Provider of Audio Conferencing and Video Collaboration Solutions

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.36%, Secured Debt (Maturity—June 8, 2023)(9)

  17,389  16,421  10,460 

                

APTIM Corp.(11)

 August 17, 2018 

Engineering, Construction & Procurement

            

     

7.75% Secured Debt (Maturity—June 15, 2025)

  12,452  10,836  7,471 

                

Arcus Hunting LLC(10)

 January 6, 2015 

Manufacturer of Bowhunting and Archery Products and Accessories

            

     

LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.10%, Secured Debt (Maturity—January 13, 2020)(9)

  13,857  13,856  13,856 

                

ASC Ortho Management Company, LLC(10)

 August 31, 2018 

Provider of Orthopedic Services

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.60%, Secured Debt (Maturity—August 31, 2023)(9)

  4,543  4,465  4,490 

     

13.25% PIK Secured Debt (Maturity—December 1, 2023)(19)

  1,854  1,821  1,854 

           6,286  6,344 

                

ATI Investment Sub, Inc.(11)

 July 11, 2016 

Manufacturer of Solar Tracking Systems

            

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.01%, Secured Debt (Maturity—June 22, 2021)(9)

  2,885  2,859  2,853 

                

ATX Networks Corp.(11)(13)(21)

 June 30, 2015 

Provider of Radio Frequency Management Equipment

            

     

LIBOR Plus 6.00% (Floor 1.00%) Current Coupon 7.94% / 1.00% PIK, Current Coupon Plus PIK 8.94% Secured Debt (Maturity—June 11, 2021)(9)(19)

  13,593  13,414  12,743 

                

Barfly Ventures, LLC(10)

 August 31, 2015 

Casual Restaurant Group

            

     

12.00% Secured Debt (Maturity—August 31, 2020)

  10,185  10,073  7,736 

     

Options (3 equivalent units)

     607   

     

Warrant (2 equivalent unit; Expiration—August 31, 2025; Strike price—$1.00 per unit)

     473   

           11,153  7,736 

                

Berry Aviation, Inc.(10)

 July 6, 2018 

Charter Airline Services

            

     

10.50% Current / 1.5% PIK, Secured Debt (Maturity—January 6, 2024)(19)

  4,554  4,518  4,554 

     

Preferred Member Units (Berry Acquisition, LLC) (122,416 units; 16% cumulative)(8)(19)

     125  125 

     

Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units; 8% cumulative)(8)(19)

     1,671  776 

           6,314  5,455 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

California Pizza Kitchen, Inc.

(11)

August 29, 2016

Casual Restaurant Group

Secured Debt

11.50% (L+10.00%, Floor 1.50%)

11/23/2024

7,700

7,288

7,315

(9)

Secured Debt

13.50% (1.00% Cash, 12.50% PIK) (1.00% Cash, L+11.00% PIK, Floor 1.50%)

11/23/2024

2,657

2,590

2,524

(9) (19)

Secured Debt

15.00% (1.00% Cash, 14.00% PIK) (1.00% Cash, L+12.50% PIK, Floor 1.50%)

5/23/2025

2,291

2,291

1,833

(9) (19)

Common Stock

169,088

949

1,860

13,118

13,532

Central Security Group, Inc.

(11)

December 4, 2017

Security Alarm Monitoring Service Provider

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/16/2025

6,891

6,891

5,823

(9)

Common Stock

329,084

1,481

1,645

8,372

7,468

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

6/7/2023

5,250

5,129

4,909

(9)

Common Stock

177,130

5,309

2,613

10,438

7,522

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

3,571

3,498

3,274

(9)

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

Secured Debt

15.00% PIK

1/5/2015

2,832

2,832

31

(14) (17) (19)

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

7,850

7,750

7,850

(9)

Construction Supply Investments, LLC

(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

Member Units

5,637

8,617

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTEF I, LP)

375

-

67

Corel Corporation

(11) (13) (21)

July 24, 2019

Publisher of Desktop and Cloud-based Software

Secured Debt

5.23% (L+5.00%)

7/2/2026

19,403

18,580

19,124

Darr Equipment LP

(10)

April 15, 2014

Heavy Equipment Dealer

Secured Debt

12.50% (11.50% Cash, 1.00% PIK)

6/22/2023

5,959

5,959

5,959

(19)

Warrants

915,734

12/23/2023

474

-

(29)

6,433

5,959


43


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

BigName Commerce, LLC(10)

 May 11, 2017 

Provider of Envelopes and Complimentary Stationery Products

            

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.35%, Secured Debt (Maturity—May 11, 2022)(9)

  2,233  2,218  2,233 

                

Binswanger Enterprises, LLC(10)

 March 10, 2017 

Glass Repair and Installation Service Provider

            

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.41%, Secured Debt (Maturity—March 9, 2022)(9)

  13,731  13,443  13,731 

     

Member Units (1,050,000 units)

     1,050  950 

           14,493  14,681 

                

Bluestem Brands, Inc.(11)

 December 19, 2013 

Multi-Channel Retailer of General Merchandise

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (Maturity—November 6, 2020)(9)

  10,622  10,571  7,973 

                

Bojangles', Inc.(11)

 February 5, 2019 

Quick Service Restaurant Group

            

     

LIBOR Plus 4.75%, Current Coupon 6.50%, Secured Debt (Maturity—January 28, 2026)

  7,782  7,642  7,827 

     

LIBOR Plus 8.50%, Current Coupon 10.25%, Secured Debt (Maturity—January 28, 2027)

  5,000  4,907  5,012 

           12,549  12,839 

                

Brainworks Software, LLC(10)

 August 12, 2014 

Advertising Sales and Newspaper Circulation Software

            

     

4.00% Secured Debt (Maturity—July 22, 2019)(9)(17)

  6,733  6,733  5,955 

                

Brightwood Capital Fund Investments(12)(13)

 July 21, 2014 

Investment Partnership

            

     

LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.6%)(8)

     11,160  9,005 

     

LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.6%)(8)

     4,500  4,504 

           15,660  13,509 

                

Cadence Aerospace LLC(10)

 November 14, 2017 

Aerostructure Manufacturing

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (Maturity—November 14, 2023)(9)

  25,287  25,089  25,287 

                

California Pizza Kitchen, Inc.(11)

 August 29, 2016 

Casual Restaurant Group

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.91%, Secured Debt (Maturity—August 23, 2022)(9)

  14,599  14,501  12,739 

                

Central Security Group, Inc.(11)

 December 4, 2017 

Security Alarm Monitoring Service Provider

            

     

LIBOR Plus 5.63% (Floor 1.00%), Current Coupon 7.38%, Secured Debt (Maturity—October 6, 2021)(9)

  13,776  13,734  11,985 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Digital River, Inc.

(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and Services

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

2/12/2023

13,628

13,422

13,560

(9)

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

Secured Debt

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

9,324

9,213

9,004

(9)

Class AA Preferred Member Units (non-voting)

10.00% PIK

951

951

(8) (19)

Class A Preferred Member Units

776,316

776

880

10,940

10,835

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

Secured Debt

12.50% (6.25% Cash, 6.25% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

5,320

5,256

4,921

(9) (19)

Eastern Wholesale Fence LLC

(10)

November 19, 2020

Manufacturer and Distributor of Residential and Commercial Fencing Solutions

Secured Debt

7.50%, (L+6.50%, Floor 1.00%)

10/30/2025

11,857

11,523

11,523

(9)

Echo US Holdings, LLC.

(10)

November 12, 2019

Developer and Manufacturer of PVC and Polypropylene Materials

Secured Debt

7.88% (L+6.25%, Floor 1.63%)

10/25/2024

22,190

22,090

22,190

(9)

Electronic Transaction Consultants, LLC

(10)

July 24, 2020

Technology Service Provider for Toll Road and Infrastructure Operators

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

7/24/2025

10,000

9,829

9,829

(9)

EnCap Energy Fund Investments

(12) (13)

December 28, 2010

Investment Partnership

LP Interests (EnCap Energy Capital Fund VIII, L.P.)

0.1%

3,813

959

(31)

LP Interests (EnCap Energy Capital Fund VIII Co-
Investors, L.P.)

0.4%

2,097

465

(31)

LP Interests (EnCap Energy Capital Fund IX, L.P.)

0.1%

4,366

1,291

(8) (31)

LP Interests (EnCap Energy Capital Fund X, L.P.)

0.1%

8,720

6,426

(8) (31)

LP Interests (EnCap Flatrock

0.8%

6,706

2,546

(8) (31)


44


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Cenveo Corporation(11)

 September 4, 2015 

Provider of Digital Marketing Agency Services

            

     

Libor Plus 9.50% (Floor 1.00%), Current Coupon 11.45%, Secured Debt (Maturity—June 7, 2023)(9)

  5,674  5,498  5,674 

     

Common Stock (177,130 shares)

     5,309  2,923 

           10,807  8,597 

                

Chisholm Energy Holdings, LLC(10)

 May 15, 2019 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 8.16%, Secured Debt (Maturity—May 15, 2026)(9)

  3,571  3,488  3,488 

                

Clarius BIGS, LLC(10)

 September 23, 2014 

Prints & Advertising Film Financing

            

     

15% PIK Secured Debt (Maturity—January 5, 2015)(14)(17)

  2,846  2,846  40 

                

Clickbooth.com, LLC(10)

 December 5, 2017 

Provider of Digital Advertising Performance Marketing Solutions

            

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.59%, Secured Debt (Maturity—December 5, 2022)(9)

  2,663  2,625  2,663 

                

Construction Supply Investments, LLC(10)

 December 29, 2016 

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

            

     

Member Units (46,152 units)

     4,866  7,667 

                

Corel Corporation(11)(13)(21)

 July 24, 2019 

Publisher of Desktop and Cloud-based Software

            

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.91%, Secured Debt (Maturity—July 2, 2026)(9)

  15,000  14,293  14,531 

                

CTVSH, PLLC(10)

 August 3, 2017 

Emergency Care and Specialty Service Animal Hospital

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.91%, Secured Debt (Maturity—August 3, 2022)(9)

  10,099  10,039  10,099 

                

Darr Equipment LP(10)

 April 15, 2014 

Heavy Equipment Dealer

            

     

11.5% Current / 1% PIK Secured Debt (Maturity -June 22, 2023)(19)

  5,899  5,899  5,899 

     

Warrants (915,734 equivalent units; Expiration—December 23, 2023; Strike price—$1.50 per unit)

     474  300 

           6,373  6,199 

                

Digital River, Inc.(11)

 February 24, 2015 

Provider of Outsourced e-Commerce Solutions and Services

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.90%, Secured Debt (Maturity—February 12, 2021)(9)

  15,876  15,771  15,837 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Midstream Fund II, L.P.)

LP Interests (EnCap Flatrock Midstream Fund III, L.P.)

0.2%

6,982

5,793

(8) (31)

32,684

17,480

Encino Acquisition Partners Holdings, Inc.

(11)

November 16, 2018

Oil & Gas Exploration & Production

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

10/29/2025

9,000

8,932

8,297

(9)

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

6,944

6,854

5,799

(9)

Fortna, Inc.

(10)

July 23, 2019

Process, Physical Distribution and Logistics Consulting Services

Secured Debt

5.15% (L+5.00%)

4/8/2025

7,673

7,553

7,486

Fuse, LLC

(11)

June 30, 2019

Cable Networks Operator

Secured Debt

12.00%

6/28/2024

1,810

1,810

1,472

Common Stock

10,429

256

-

2,066

1,472

GeoStabilization International (GSI)

(11)

December 31, 2018

Geohazard Engineering Services & Maintenance

Secured Debt

5.40% (L+5.25%)

12/19/2025

11,224

11,137

11,196

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

17,113

16,988

16,976

(9)

Grupo Hima San Pablo, Inc.

(11)

March 7, 2013

Tertiary Care Hospitals

Secured Debt

9.25% (L+7.00%, Floor 1.50%)

4/30/2019

4,504

4,504

3,375

(9) (17)

Secured Debt

13.75%

10/15/2018

2,055

2,040

49

(17)

6,544

3,424

GS HVAM Intermediate, LLC

(10)

October 18, 2019

Specialized Food Distributor

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/2/2024

11,053

10,952

11,007

(9)

Gexpro Services

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

29,180

28,692

28,953

(9)

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

Secured Debt

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

3,474

3,429

3,351

(9)

Heartland Dental, LLC

(10)

September 9, 2020

Dental Support Organization

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

4/30/2025

14,925

14,501

14,501

(9)

Hunter Defense Technologies, Inc.

(10)

March 29, 2018

Provider of Military and Commercial Shelters and Systems

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

3/29/2023

35,246

34,820

35,246

(9)


45


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

DTE Enterprises, LLC(10)

 April 13, 2018 

Industrial Powertrain Repair and Services

    ��       

     

LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.24%, Secured Debt (Maturity—April 13, 2023)(9)

  10,992  10,827  10,982 

     

Class AA Preferred Member Units (non-voting; 10% cumulative)(8)(19)

     860  860 

     

Class A Preferred Member Units (776,316 units)

     776  1,490 

           12,463  13,332 

                

Dynamic Communities, LLC(10)

 July 17, 2018 

Developer of Business Events and Online Community Groups

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.75%, Secured Debt (Maturity—July 17, 2023)(9)

  5,460  5,375  5,458 

                

Echo US Holdings, LLC.(10)

 November 12, 2019 

Developer and Manufacturer of PVC and Polypropylene Materials

            

     

LIBOR Plus 6.25% (Floor 1.63%), Current Coupon 7.96%, Secured Debt (Maturity—October 25, 2024)(9)

  22,414  22,292  22,292 

                

EnCap Energy Fund Investments(12)(13)

 December 28, 2010 

Investment Partnership

            

     

LP Interests (EnCap Energy Capital Fund VIII, L.P.) (Fully diluted 0.1%)(8)

     3,617  1,354 

     

LP Interests (EnCap Energy Capital Fund VIII Co-Investors, L.P.) (Fully diluted 0.4%)

     2,097  703 

     

LP Interests (EnCap Energy Capital Fund IX, L.P.) (Fully diluted 0.1%)(8)

     4,360  2,780 

     

LP Interests (EnCap Energy Capital Fund X, L.P.) (Fully diluted 0.1%)(8)

     8,427  8,822 

     

LP Interests (EnCap Flatrock Midstream Fund II, L.P.) (Fully diluted 0.8%)(8)

     7,337  5,669 

     

LP Interests (EnCap Flatrock Midstream Fund III, L.P.) (Fully diluted 0.2%)(8)

     6,674  6,677 

           32,512  26,005 

                

Encino Acquisition Partners Holdings, Inc.(11)

 November 16, 2018 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—October 29, 2025)(9)

  9,000  8,921  6,795 

                

EPIC Y-Grade Services, LP(11)

 June 22, 2018 

NGL Transportation & Storage

            

     

LIBOR Plus 6.00%, Current Coupon 8.04%, Secured Debt (Maturity—June 13, 2024)

  10,275  10,116  10,050 

                

Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft)(11)(13)

 May 5, 2014 

Technology-based Performance Support Solutions

            

     

LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 10.45%, Secured Debt (Maturity—April 28, 2022)(9)

  6,999  6,928  1,965 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

HW Temps LLC

July 2, 2015

Temporary Staffing Solutions

Secured Debt

12.00%

3/29/2023

9,801

9,698

8,994

Hyperion Materials & Technologies, Inc.

(11) (13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

8/28/2026

22,275

21,894

20,813

(9)

Ian, Evan & Alexander Corporation (EverWatch)

(10)

July 31, 2020

Cybersecurity, Software and Data Analytics provider to the Intelligence Community

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

7/31/2025

16,529

16,158

16,158

(9)

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

Secured Debt

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

18,890

18,566

17,172

(9)

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

Secured Debt

6.31% PIK (L+6.00% PIK)

12/22/2022

6,111

6,111

6,111

(19)

Secured Debt

6.00% PIK

11/20/2023

16,670

15,086

15,086

(19)

Preferred Stock (non-voting)

3,235

3,235

Preferred Stock (non-voting)

-

-

Member Units

1,558,333

1,558

-

25,990

24,432

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

Unsecured Debt

13.00% (6.00% Cash, 7.00% PIK)

12/17/2022

5,624

5,579

5,624

(19)

Preferred Member Units

144

10.00% PIK

112

112

(8) (19) (30)

Preferred Member Units

80

20.00% PIK

71

71

(8) (19) (30)

Member Units

900

900

530

(30)

6,662

6,337

Inn of the Mountain Gods Resort and Casino

(11)

October 30, 2013

Hotel & Casino Owner & Operator

Secured Debt

9.25%

11/30/2023

6,677

6,677

6,677

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

Secured Debt

11.75% (8.75% Cash, 3.00% PIK) (3.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

7,245

7,145

7,245

(9) (19)

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

20,839

20,755

20,823

(9)

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

Secured Debt

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

8,876

8,793

8,876

(9)


46


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Felix Investments Holdings II(10)

 August 9, 2017 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (Maturity—August 9, 2022)(9)

  5,000  4,944  5,000 

                

Flavors Holdings Inc.(11)

 October 15, 2014 

Global Provider of Flavoring and Sweetening Products

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.77%, Secured Debt (Maturity—April 3, 2020)(9)

  11,297  11,247  10,619 

                

Fortna, Inc.(10)

 July 23, 2019 

Process, Physcial Distribution and Logistics Consulting Services

            

     

LIBOR Plus 5.00%, Current Coupon 6.75%, Secured Debt (Maturity—April 8, 2025)

  7,751  7,577  7,577 

                

GeoStabilization International (GSI)(11)

 December 31, 2018 

Geohazard Engineering Services & Maintenance

            

     

LIBOR Plus 5.25%, Current Coupon 7.05%, Secured Debt (Maturity—December 19, 2025)

  16,376  16,230  16,335 

                

GoWireless Holdings, Inc. (11)

 December 31, 2017 

Provider of Wireless Telecommunications Carrier Services

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—December 22, 2024)(9)

  18,120  17,964  17,471 

                

Grupo Hima San Pablo, Inc.(11)

 March 7, 2013 

Tertiary Care Hospitals

            

     

LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 8.91%, Secured Debt (Maturity—April 30, 2019)(9)(17)

  4,504  4,504  3,343 

     

13.75% Secured Debt (Maturity—October 15, 2018)(17)

  2,055  2,040  167 

           6,544  3,510 

                

GS HVAM Intermediate, LLC(10)

 October 18, 2019 

Specialized Food Distributor

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.51%, Secured Debt (Maturity—October 2, 2024)(9)

  11,364  11,233  11,233 

                

HDC/HW Intermediate Holdings(10)

 December 21, 2018 

Managed Services and Hosting Provider

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.53%, Secured Debt (Maturity—December 21, 2023)(9)

  3,498  3,440  3,493 

                

Hoover Group, Inc.(10)(13)

 October 21, 2016 

Provider of Storage Tanks and Related Products to the Energy and Petrochemical Markets

            

     

LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.26%, Secured Debt (Maturity—January 28, 2021)(9)

  20,764  20,119  19,206 

                

Hunter Defense Technologies, Inc.(10)

 March 29, 2018 

Provider of Military and Commercial Shelters and Systems

            

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.02%, Secured Debt (Maturity—March 29, 2023)(9)

  29,097  28,659  29,097 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

5,572

5,541

3,130

(9)

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

Secured Debt

7.75% (L+6.75%, Floor 1.00%)

5/26/2021

3,954

3,953

3,157

(9)

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

4,016

3,955

4,016

(9)

Common Stock

472,579

4,429

2,795

8,384

6,811

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

Secured Debt

7.50% (L+6.50%, Floor 1.00%)

3/29/2024

17,387

17,088

17,387

(9)

Common Stock

1,000,000

1,550

1,550

18,638

18,937

Klein Hersh, LLC

(10)

November 13, 2020

Executive and C-Suite Placement for the Life Sciences and Healthcare Industries

Secured Debt

8.75% (L+8.00%, Floor 0.75%)

11/13/2025

35,000

34,098

34,098

(9)

Kore Wireless Group Inc.

(11)

December 31, 2018

Mission Critical Software Platform

Secured Debt

5.75% (L+5.50%)

12/20/2024

19,090

19,003

18,828

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

Secured Debt

11.00% PIK (L+10.00% PIK, Floor 1.00%)

8/9/2021

2,185

2,185

983

(9) (19)

Member Units

2,828

353

113

(30)

2,538

1,096

Laredo Energy VI, LP

(10)

January 15, 2019

Oil & Gas Exploration & Production

Member Units

1,155,952

11,560

10,238

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

Secured Debt

5.15% (L+5.00%)

5/9/2026

14,813

14,623

14,368

LKCM Headwater Investments I, L.P.

(12) (13)

January 25, 2013

Investment Partnership

LP Interests

2.3%

1,746

3,524

(31)

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

Secured Debt

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

16,504

16,337

16,504

(9)

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

26,131

24,550

24,171

(9)

Looking Glass Investments, LLC

(12) (13)

July 1, 2015

Specialty Consumer
Finance

Member Units

3

125

25


47


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

HW Temps LLC

 July 2, 2015 

Temporary Staffing Solutions

 

8.00% Secured Debt (Maturity—March 29, 2023)

  10,181  10,025  8,913 

                

Hydrofarm Holdings LLC(10)

 May 18, 2017 

Wholesaler of Horticultural Products

            

     

LIBOR Plus 10.00%, Current Coupon 3.54% / 8.26% PIK, Current Coupon Plus PIK 11.80% Secured Debt (Maturity—May 12, 2022)(19)

  7,660  7,547  6,414 

                

Hyperion Materials & Technologies, Inc.(11)(13)

 September 12, 2019 

Manufacturer of Cutting and Machine Tools & Speciality Polishing Compounds

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—August 28, 2026)(9)

  22,500  22,066  22,275 

                

iEnergizer Limited(10)(13)(21)

 April 17, 2019 

Provider of Business Outsourcing Solutions

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.79%, Secured Debt (Maturity—April 17, 2024)(9)

  12,963  12,848  12,962 

                

Implus Footcare, LLC(10)

 June 1, 2017 

Provider of Footwear and Related Accessories

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.27%, Secured Debt (Maturity—April 30, 2024)(9)

  18,577  18,178  18,217 

                

Independent Pet Partners Intermediate Holdings, LLC(10)

 November 20, 2018 

Omnichannel Retailer of Specialty Pet Products

            

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.28%, Secured Debt (Maturity—November 19, 2023)(9)

  18,799  18,487  18,799 

     

Member Units (1,558,333 units)

     1,558  1,260 

           20,045  20,059 

                

Industrial Services Acquisition, LLC(10)

 June 17, 2016 

Industrial Cleaning Services

            

     

6% Current / 7% PIK Unsecured Debt (Maturity—December 17, 2022)(19)

  5,242  5,174  5,242 

     

Preferred Member Units (Industrial Services Investments, LLC) (144 units; 10% cumulative)(8)(19)

     103  103 

     

Preferred Member Units (Industrial Services Investments, LLC) (80 units; 20% cumulative)(8)(19)

     60  60 

     

Member Units (Industrial Services Investments, LLC) (900 units)

     900  510 

           6,237  5,915 

                

Inn of the Mountain Gods Resort and Casino(11)

 October 30, 2013 

Hotel & Casino Owner & Operator

            

     

9.25% Secured Debt (Maturity—November 30, 2020)

  7,762  7,584  7,684 

                

Interface Security Systems, L.L.C(10)

 August 7, 2019 

Commercial Security & Alarm Services

            

     

LIBOR Plus 7.00% (Floor 1.75%), Current Coupon 8.77%, Secured Debt (Maturity—August 7, 2023)(9)

  7,500  7,363  7,363 

                

Intermedia Holdings, Inc.(11)

 August 3, 2018 

Unified Communications as a Service

 

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—July 19, 2025)(9)

  20,130  20,033  20,180 

             ��  

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

LSF9 Atlantis Holdings, LLC

(11)

May 17, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

5/1/2023

9,206

9,206

9,177

(9)

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

Secured Debt

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

11,152

10,983

9,535

(9) (19)

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

Secured Debt

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

13,613

13,369

13,521

(9)

Member Units

4,872

687

780

14,056

14,301

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

5.63% (L+5.00%, Floor 0.625%)

12/22/2025

17,251

17,149

17,251

(9)

Preferred Stock

13.75% (4.50% Cash, 9.25% PIK)

1,870

1,870

1,841

(8) (19)

19,019

19,092

MHVC Acquisition Corp.

(11)

May 8, 2017

Provider of Differentiated Information Solutions, Systems Engineering, and Analytics

Secured Debt

6.25% (L+5.25%, Floor 1.00%)

4/29/2024

19,797

19,716

19,846

(9)

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

10/24/2024

13,860

13,595

13,609

(9)

NBG Acquisition Inc

(11)

April 28, 2017

Wholesaler of Home Décor Products

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

4/26/2024

4,070

4,034

3,399

(9)

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

Secured Debt

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

16,875

16,543

16,849

(9)

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

Secured Debt

9.48% (4.75% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

23,683

23,572

21,025

(19)

Project Eagle Holdings, LLC

(10)

July 6, 2020

Provider of Secure Business Collaboration Software

Secured Debt

9.25% (L+8.25%, Floor 1.00%)

7/6/2026

14,963

14,583

14,583

(9)

Novetta Solutions, LLC

(11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense Agencies

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

10/17/2022

22,912

22,629

22,864

(9)


48


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Invincible Boat Company, LLC.(10)

 August 28, 2019 

Manufacturer of Sport Fishing Boats

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.53%, Secured Debt (Maturity—August 28, 2025)(9)

  9,872  9,773  9,773 

                

Isagenix International, LLC(11)

 June 21, 2018 

Direct Marketer of Health & Wellness Products

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.77%, Secured Debt (Maturity—June 14, 2025)(9)

  5,943  5,893  4,273 

                

JAB Wireless, Inc.(10)

 May 2, 2018 

Fixed Wireless Broadband Provider

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.74%, Secured Debt (Maturity—May 2, 2023)(9)

  14,775  14,669  14,775 

                

Jackmont Hospitality, Inc.(10)

 May 26, 2015 

Franchisee of Casual Dining Restaurants

            

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.45%, Secured Debt (Maturity—May 26, 2021)(9)

  4,059  4,055  4,059 

                

Joerns Healthcare, LLC(11)

 April 3, 2013 

Manufacturer and Distributor of Health Care Equipment & Supplies

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.91% Secured Debt (Maturity—August 21, 2024)(9)

  4,016  3,942  3,942 

     

Common Stock (472,579 shares)

     4,429  4,429 

           8,371  8,371 

                

Kemp Technologies Inc.(10)

 June 27, 2019 

Provider of Application Delivery Controllers

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—March 29, 2024)(9)

  7,462  7,326  7,463 

                

Kore Wireless Group Inc.(11)

 December 31, 2018 

Mission Critical Software Platform

            

     

LIBOR Plus 5.50%, Current Coupon 7.52%, Secured Debt (Maturity—December 20, 2024)

  19,285  19,189  19,164 

                

Larchmont Resources, LLC(11)

 August 13, 2013 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.89%, Secured Debt (Maturity—August 7, 2020)(9)

  2,145  2,145  1,990 

     

Member Units (Larchmont Intermediate Holdco, LLC) (2,828 units)

     353  707 

           2,498  2,697 

                

Laredo Energy VI, LP(10)

 January 15, 2019 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 9.63% (Floor 2.00%), Current Coupon 5.38% / 6.26% PIK, Current Coupon Plus PIK 11.64%, Secured Debt (Maturity—November 19, 2021)(9)(19)

  11,312  11,166  10,638 

                

Lightbox Holdings, L.P.(11)

 May 23, 2019 

Provider of Commercial Real Estate Software

 

LIBOR Plus 5.00%, Current Coupon 6.74%, Secured Debt (Maturity—May 9, 2026)

  14,925  14,713  14,738 

                

LKCM Headwater Investments I, L.P.(12)(13)

 January 25, 2013 

Investment Partnership

            

     

LP Interests (Fully diluted 2.3%)(8)

     1,746  3,682 

                

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

NTM Acquisition Corp.

(11)

July 12, 2016

Provider of B2B Travel Information Content

Secured Debt

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)

6/7/2024

4,694

4,694

4,224

(9) (19)

Ospemifene Royalty Sub LLC (QuatRx)

(10)

July 8, 2013

Estrogen-Deficiency Drug Manufacturer and Distributor

Secured Debt

11.50%

11/15/2026

4,765

4,765

121

(14)

PaySimple, Inc.

(10)

September 9, 2019

Leading Technology Services Commerce Platform

Secured Debt

5.65% (L+5.50%)

8/23/2025

24,448

24,225

23,959

PricewaterhouseCoopers Public Sector LLP

(11)

May 24, 2018

Provider of Consulting Services to Governments

Secured Debt

8.15% (L+8.00%)

5/1/2026

9,000

8,969

9,000

PT Network, LLC

(10)

November 1, 2013

Provider of Outpatient Physical Therapy and Sports Medicine Services

Secured Debt

8.73% (6.73% Cash, 2.00% PIK) (2.00% PIK + L+5.50%, Floor 1.00%)

11/30/2023

8,601

8,601

8,601

(9) (19)

Research Now Group, Inc. and Survey Sampling International, LLC

(11)

December 31, 2017

Provider of Outsourced Online Surveying

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

12/20/2024

17,930

17,497

17,715

(9)

RM Bidder, LLC

(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming Provider

Warrants

187,161

10/20/2025

425

-

(26)

Member Units

2,779

46

26

471

26

RTIC Subsidiary Holdings, LLC

(10)

September 1, 2020

Direct-To-Consumer eCommerce Provider of Outdoor Products

Secured Debt

9.00% (L+7.75%, Floor 1.25%)

9/1/2025

17,260

17,026

17,026

(9)

SAFETY Investment Holdings, LLC

April 29, 2016

Provider of Intelligent Driver Record Monitoring Software and Services

Member Units

2,000,000

2,000

2,350

Salient Partners L.P.

(11)

June 25, 2015

Provider of Asset Management Services

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/31/2021

6,450

6,443

4,542

(9)

Staples Canada ULC

(10) (13) (21)

September 14, 2017

Office Supplies Retailer

Secured Debt

8.00% (L+7.00%, Floor 1.00%)

9/12/2024

13,032

12,896

12,382

(9) (22)

TEAM Public Choices, LLC

(10)

October 28, 2019

Home-Based Care Employment Service Provider

Secured Debt

6.00% (L+5.00%, Floor 1.00%)

12/18/2027

12,500

12,126

12,406

(9)


49


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Tectonic Financial, Inc.

May 15, 2017

Financial Services Organization

Common Stock

200,000

2,000

2,800

TGP Holdings III LLC

(11)

September 30, 2017

Outdoor Cooking & Accessories

Secured Debt

9.50% (L+8.50%, Floor 1.00%)

9/25/2025

5,500

5,448

5,307

(9)

The Pasha Group

(11)

February 2, 2018

Diversified Logistics and Transportation Provided

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

1/26/2023

10,162

9,585

9,323

(9)

USA DeBusk LLC

(10)

October 22, 2019

Provider of Industrial Cleaning Services

Secured Debt

6.75% (L+5.75%, Floor 1.00%)

10/22/2024

24,948

24,561

24,591

(9)

U.S. TelePacific Corp.

(11)

September 14, 2016

Provider of Communications and Managed Services

Secured Debt

6.50% (L+5.50%, Floor 1.00%)

5/2/2023

17,088

16,913

15,486

(9)

Veregy Consolidated, Inc.

(11)

November 9, 2020

Energy Service Company

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

11/3/2027

15,000

14,587

14,888

(9)

Vida Capital, Inc

(11)

October 10, 2019

Alternative Asset Manager

Secured Debt

6.15% (L+6.00%)

10/1/2026

17,853

��

17,626

17,272

Vistar Media, Inc.

(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising Platform

Secured Debt

12.00% (8.50% Cash, 3.50% PIK) (3.50% PIK + L+7.50%, Floor 1.00%)

4/3/2023

4,636

4,513

4,636

(9) (19)

Preferred Stock

70,207

767

910

Warrants

69,675

4/3/2029

-

920

(25)

5,280

6,466

YS Garments, LLC

(11)

August 22, 2018

Designer and Provider of Branded Activewear

Secured Debt

7.00% (L+6.00%, Floor 1.00%)

8/9/2024

13,997

13,902

12,911

(9)

Zilliant Incorporated

June 15, 2012

Price Optimization and Margin Management Solutions

Preferred Stock

186,777

154

260

Warrants

952,500

6/15/2022

1,071

1,190

(28)

1,225

1,450

Subtotal Non-Control/Non-Affiliate Investments (79.5% of net assets at fair value)

1,268,740

1,204,840

Total Portfolio Investments, December 31, 2020 (177.2% of net assets at fair value)

$

2,516,709

$

2,684,866


(1)

All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for the Company’s Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

LL Management, Inc.(10)

 May 2, 2019 

Medical Transportation Service Provider

            

     

LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.56%, Secured Debt (Maturity—September 25, 2023)(9)

  13,754  13,625  13,751 

                

Logix Acquisition Company, LLC(10)

 June 24, 2016 

Competitive Local Exchange Carrier

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—December 22, 2024)(9)

  18,381  18,199  18,197 

                

Looking Glass Investments, LLC(12)(13)

 July 1, 2015 

Specialty Consumer Finance

            

     

Member Units (2.5 units)

     125  25 

     

Member Units (LGI Predictive Analytics LLC) (190,712 units)

     49  16 

           174  41 

                

LSF9 Atlantis Holdings, LLC(11)

 May 17, 2017 

Provider of Wireless Telecommunications Carrier Services

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.74%, Secured Debt (Maturity—May 1, 2023)(9)

  9,458  9,458  8,761 

                

Lulu's Fashion Lounge, LLC(10)

 August 31, 2017 

Fast Fashion E-Commerce Retailer

            

     

LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.75%, Secured Debt (Maturity—August 28, 2022)(9)

  11,335  11,070  11,109 

                

Lynx FBO Operating LLC(10)

 September 30, 2019 

Fixed Based Operator in the General Aviation Industry

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.86%, Secured Debt (Maturity—September 30, 2024)(9)

  13,750  13,451  13,451 

     

Member Units (3,704 units)

     500  500 

           13,951  13,951 

                

Mac Lean-Fogg Company(10)

 April 22, 2019 

Manufacturer and Supplier for Auto and Power Markets

            

     

LIBOR Plus 5.00%, Current Coupon 6.75%, Secured Debt (Maturity—December 22, 2025)

  16,648  16,528  16,643 

     

Preferred Stock (1,516 shares; 4.50% Cash / 9.25% PIK cumulative)(8)(19)

     1,775  1,775 

           18,303  18,418 

                

MHVC Acquisition Corp.(11)

 May 8, 2017 

Provider of differentiated information solutions, systems engineering, and analytics

 

LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 7.01%, Secured Debt (Maturity—April 29, 2024)(9)

  19,950  19,855  19,950 

                

Mills Fleet Farm Group, LLC(10)

 October 24, 2018 

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.29% / 0.75% PIK, Current Coupon Plus PIK 9.04%, Secured Debt (Maturity—October 24, 2024)(9)(19)

  14,879  14,556  14,187 

                

50



Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

NBG Acquisition Inc(11)

 April 28, 2017 

Wholesaler of Home Décor Products

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.52%, Secured Debt (Maturity—April 26, 2024)(9)

  4,181  4,134  3,247 

                

NinjaTrader, LLC(10)

 December 18, 2019 

Operator of Futures Trading Platform

            

     

LIBOR Plus 6.00% (Floor 1.50%), Current Coupon 7.90%, Secured Debt (Maturity—December 18, 2024)(9)

  9,675  9,490  9,490 

                

NNE Partners, LLC(10)

 March 2, 2017 

Oil & Gas Exploration & Production

            

     

LIBOR Plus 8.00%, Current Coupon 9.91%, Secured Debt (Maturity—March 2, 2022)

  23,417  23,268  23,147 

                

North American Lifting Holdings, Inc.(11)

 February 26, 2015 

Crane Service Provider

            

     

LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 6.52%, Secured Debt (Maturity—November 27, 2020)(9)

  7,584  7,300  6,417 

                

Novetta Solutions, LLC(11)

 June 21, 2017 

Provider of Advanced Analytics Solutions for Defense Agencies

            

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.76%, Secured Debt (Maturity—October 17, 2022)(9)

  21,060  20,673  20,749 

                

NTM Acquisition Corp.(11)

 July 12, 2016 

Provider of B2B Travel Information Content

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—June 7, 2022)(9)

  4,879  4,874  4,879 

                

Ospemifene Royalty Sub LLC (QuatRx)(10)

 July 8, 2013 

Estrogen-Deficiency Drug Manufacturer and Distributor

            

     

11.5% Secured Debt (Maturity—November 15, 2026)(14)

  4,868  4,868  463 

                

PaySimple, Inc.(10)

 September 9, 2019 

Leading technology services commerce platform

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.28%, Secured Debt (Maturity—August 23, 2025)(9)

  15,845  15,586  15,766 

                

Permian Holdco 2, Inc.(11)

 February 12, 2013 

Storage Tank Manufacturer

            

     

14.00% PIK Unsecured Debt (Maturity—October 15, 2021)(19)

  456  456  341 

     

18.00% PIK Unsecured Debt (Maturity—June 30, 2022)(19)

  319  319  319 

     

Preferred Stock (Permian Holdco 1, Inc.) (154,558 units)

     799  100 

           1,574  760 

                

Point.360(10)

 July 8, 2015 

Fully Integrated Provider of Digital Media Services

            

     

Warrants (65,463 equivalent shares; Expiration—July 7, 2020; Strike price—$0.75 per share)

     69   

     

Common Stock (163,658 shares)

     273   

           342   

                

(2)

Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)

See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)

Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)

Control investments are defined by the 1940 Act, as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)

Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)

Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)

Income producing through dividends or distributions.

(9)

Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2020. As noted in this schedule, 61% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.11%.

(10)

Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.

(11)

Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.

(12)

Other Portfolio investment. See Note C for a description of Other Portfolio investments.

(13)

Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)

Non-accrual and non-income producing investment.

(15)

All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)

External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(17)

Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)

Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)

PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)

All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)

Portfolio company headquarters are located outside of the United States.

(22)

In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $15.8 million Canadian Dollars and receive $12.0 million U.S. Dollars with a settlement date of September 14, 2021. The unrealized appreciation on the forward foreign currency contract is $0.4 million as of December 31, 2020.

(23)

The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.25% (Floor 1.25%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)

Investment date represents the date of initial investment in the portfolio company.

(25)

Warrants are presented in equivalent shares with a strike price of $10.92 per share.

(26)

Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)

Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)

Warrants are presented in equivalent shares with a strike price of $0.001 per share.

(29)

Warrants are presented in equivalent units with a strike price of $1.50 per unit.


51


Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 20192020

(dollars in thousands)

(30)

Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.

(31)

Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)

Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

52


Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

PricewaterhouseCoopers Public Sector LLP(11)

 May 24, 2018 

Provider of Consulting Services to Governments

            

     

LIBOR Plus 8.00%, Current Coupon 9.75%, Secured Debt (Maturity—May 1, 2026)

  9,000  8,965  8,865 

                

PT Network, LLC(10)

 November 1, 2013 

Provider of Outpatient Physical Therapy and Sports Medicine Services

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.44% / 2.00% PIK, Current Coupon Plus PIK 9.44%, Secured Debt (Maturity—November 30, 2023)(9)(19)

  8,491  8,491  8,414 

                

Research Now Group, Inc. and Survey Sampling International, LLC(11)

 December 31, 2017 

Provider of Outsourced Online Surveying

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.41%, Secured Debt (Maturity—December 20, 2024)(9)

  18,115  17,590  18,140 

                

RM Bidder, LLC(10)

 November 12, 2015 

Scripted and Unscripted TV and Digital Programming Provider

            

     

Warrants (327,532 equivalent units; Expiration—October 20, 2025; Strike price—$14.28 per unit)

     425   

     

Member Units (2,779 units)

     46  18 

           471  18 

                

SAFETY Investment Holdings, LLC

 April 29, 2016 

Provider of Intelligent Driver Record Monitoring Software and Services

            

     

Member Units (2,000,000 units)

     2,000  2,380 

                

Salient Partners L.P.(11)

 June 25, 2015 

Provider of Asset Management Services

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.69%, Secured Debt (Maturity—June 9, 2021)(9)

  6,675  6,657  6,675 

                

SMART Modular Technologies, Inc.(10)(13)

 August 18, 2017 

Provider of Specialty Memory Solutions

            

     

LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.16%, Secured Debt (Maturity—August 9, 2022)(9)

  18,484  18,332  18,669 

                

Staples Canada ULC(10)(13)(21)

 September 14, 2017 

Office Supplies Retailer

 

LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.98%, Secured Debt (Maturity—September 12, 2024)(9)(22)

  14,546  14,348  13,530 

                

TE Holdings, LLC(11)

 December 5, 2013 

Oil & Gas Exploration & Production

            

     

Member Units (97,048 units)

     970   

                

TEAM Public Choices, LLC(10)

 October 28, 2019 

Home-Based Care Employment Service Provider

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—September 20, 2024)(9)

  16,844  16,680  16,680 

                

Tectonic Financial, Inc.

 May 15, 2017 

Financial Services Organization

            

     

Common Stock (400,000 shares)(8)

     2,000  2,620 

                

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

TGP Holdings III LLC(11)

 September 30, 2017 

Outdoor Cooking & Accessories

            

     

LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.25%, Secured Debt (Maturity—September 25, 2025)(9)

  5,500  5,440  5,143 

                

The Pasha Group(11)

 February 2, 2018 

Diversified Logistics and Transportation Provided

            

     

LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (Maturity—January 26, 2023)(9)

  8,984  8,793  9,074 

                

TMC Merger Sub Corp.(11)

 December 22, 2016 

Refractory & Maintenance Services Provider

            

     

LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.53%, Secured Debt (Maturity—October 31, 2022)(9)(24)

  15,527  15,394  15,392 

                

TOMS Shoes, LLC(11)

 November 13, 2014 

Global Designer, Distributor, and Retailer of Casual Footwear

            

     

LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.46%, Secured Debt (Maturity—September 30, 2025)(9)

  571  571  571 

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.96%, Secured Debt (Maturity—December 31, 2025)(9)

  1,637  1,637  1,637 

     

Member Units (16,321 units)

     245  245 

           2,453  2,453 

                

USA DeBusk LLC(10)

 October 22, 2019 

Provider of Industrial Cleaning Services

            

     

LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.54%, Secured Debt (Maturity—October 22, 2024)(9)

  30,000  29,423  29,423 

                

U.S. TelePacific Corp.(11)

 September 14, 2016 

Provider of Communications and Managed Services

            

     

LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.02%, Secured Debt (Maturity—May 2, 2023)(9)

  17,088  16,887  16,447 

                

Vida Capital, Inc(11)

 October 10, 2019 

Alternative Asset Manager

 

LIBOR Plus 6.00%, Current Coupon 7.93%, Secured Debt (Maturity—October 1, 2026)

  18,500  18,232  18,315 

                

VIP Cinema Holdings, Inc.(11)

 March 9, 2017 

Supplier of Luxury Seating to the Cinema Industry

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.91%, Secured Debt (Maturity—March 1, 2023)(9)(14)

  10,063  10,030  5,301 

                

Vistar Media, Inc.(10)

 February 17, 2017 

Operator of Digital Out-of-Home Advertising Platform

            

     

LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—April 3, 2023)(9)

  4,963  4,784  4,939 

     

Preferred Stock (70,207 shares)

     767  1,610 

     

Warrants (69,675 equivalent shares; Expiration—April 3, 2029; Strike price—$10.92 per share)

       1,630 

           5,551  8,179 

                

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)

Portfolio Company(1)(20)
 Investment Date(26)
 Business Description
 Type of Investment(2)(3)(25)
 Principal(4)
 Cost(4)
 Fair Value(18)
 
  

Wireless Vision Holdings, LLC(10)

 September 29, 2017 

Provider of Wireless Telecommunications Carrier Services

            

     

LIBOR Plus 9.65% (Floor 1.00%), Current Coupon 11.57% / 1.00% PIK, Current Coupon Plus PIK 12.57%, Secured Debt (Maturity—September 29, 2022)(9)(19)(23)

  7,136  7,022  7,129 

     

LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 10.67% / 1.00% PIK, Current Coupon Plus PIK 11.67%, Secured Debt (Maturity—September 29, 2022)(9)(19)(23)

  6,201  6,132  6,200 

           13,154  13,329 

                

YS Garments, LLC(11)

 August 22, 2018 

Designer and Provider of Branded Activewear

            

     

LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.60% Secured Debt (Maturity—August 9, 2024)(9)

  14,531  14,412  14,404 

                

Zilliant Incorporated

 June 15, 2012 

Price Optimization and Margin Management Solutions

            

     

Preferred Stock (186,777 shares)

     154  260 

     

Warrants (952,500 equivalent shares; Expiration—June 15, 2022; Strike price—$0.001 per share)

     1,071  1,190 

           1,225  1,450 

Subtotal Non-Control/Non-Affiliate Investments (80.7% of net assets at fair value)

 $1,297,587 $1,239,316 

Total Portfolio Investments, December 31, 2019

 $2,427,718 $2,602,324 

(1)
All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note B for a description of Lower Middle Market portfolio investments. All of the Company's investments, unless otherwise noted, are encumbered either as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

(2)
Debt investments are income producing, unless otherwise noted. Equity and warrants are non-income producing, unless otherwise noted.

(3)
See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)
Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)
Control investments are defined by the Investment Company Act of 1940, as amended ("1940 Act"), as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(6)
Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)
Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)
Income producing through dividends or distributions.

(9)
Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company's investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2019. As noted in this schedule, 64% of the loans (based on the par amount) contain LIBOR floors which range between 0.50% and 2.00%, with a weighted-average LIBOR floor of approximately 1.06%.

(10)
Private Loan portfolio investment. See Note B for a description of Private Loan portfolio investments.

(11)
Middle Market portfolio investment. See Note B for a description of Middle Market portfolio investments.

(12)
Other Portfolio investment. See Note B for a description of Other Portfolio investments.

(13)
Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)
Non-accrual and non-income producing investment.

(15)
Portfolio company is in a bankruptcy process and, as such, the maturity date of our debt investment in this portfolio company will not be finally determined until such process is complete. As noted in footnote (14), our debt investment in this portfolio company is on non-accrual status.

(16)
External Investment Manager. Investment is not encumbered as security for the Company's Credit Facility or in support of the SBA-guaranteed debentures issued by the Funds.

Table of Contents


MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

December 31, 2019

(dollars in thousands)

(17)
Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)
Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)
PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)
All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)
Portfolio company headquarters are located outside of the United States.

(22)
In connection with the Company's debt investment in Staples Canada ULC and in an attempt to mitigate any potential adverse change in foreign exchange rates during the term of the Company's investment, the Company maintains a forward foreign currency contract with Cadence Bank to lend $17.6 million Canadian Dollars and receive $13.4 million U.S. Dollars with a settlement date of September 14, 2020. The unrealized depreciation on the forward foreign currency contract is $0.2 million as of December 31, 2019.

(23)
The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 8.50% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such higher rate.

(24)
The Company has entered into an intercreditor agreement that entitles the Company to the "first out" tranche of the first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. Therefore, the Company receives a lower interest rate than the contractual stated interest rate of LIBOR plus 7.14% (Floor 1.00%) per the credit agreement and the Consolidated Schedule of Investments above reflects such lower rate.

(25)
All of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities."

(26)
Investment date represents the date of initial investment in the portfolio company.

(27)
Investment has an unfunded commitment as of December 31, 2019 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE A—ORGANIZATION AND BASIS OF PRESENTATION

1.           Organization

Main Street Capital Corporation ("MSCC"(“MSCC”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM"(“LMM”) companies and debt capital to middle market ("(“Middle Market"Market”) companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides "one stop"“one stop” financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC"(“BDC”) under the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”). MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP ("MSMF"), Main Street Capital II, LP ("MSC II"(“MSMF”) and Main Street Capital III, LP ("(“MSC III"III” and, collectivelytogether with MSMF, and MSC II, the "Funds"“Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC"(“SBIC”) by the United States Small Business Administration ("SBA"(“SBA”). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead directly incurs the operating costs associated with employing investment and portfolio management professionals.

MSC Adviser I, LLC (the "External“External Investment Manager"Manager”) was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries or their portfolio companies ("(“External Parties"Parties”) and receives fee income for such services. MSCC has been granted no-action relief by the Securities and Exchange Commission ("SEC"(“SEC”) to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC'sMSCC’s consolidated financial statements.

MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC"(“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"“Code”). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"“Taxable Subsidiaries”). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are "pass-through"“pass-through” entities for tax purposes.

Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our,"“we,” “us,” “our,” the "Company"“Company” and "Main Street"“Main Street” refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2.           Basis of Presentation

Main Street'sStreet’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("(“U.S. GAAP"GAAP”). The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board ("FASB"(“FASB”) Accounting Standards Codification ("ASC"(“ASC”) 946, Financial Services—Investment Companies (" (“ASC 946"946”). For each of the periods presented

53


herein, Main Street'sStreet’s consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of Main Street'sStreet’s investments in LMM portfolio companies, investments in Middle Market portfolio companies, private loan ("Private Loan") portfolioLoan (as defined in Note C) investments, other portfolio ("Other Portfolio")Portfolio (as defined in Note C) investments and the investment in the External Investment Manager (see "Note“Note C—Fair Value Hierarchy for Investments and Debentures—Portfolio Composition—Investment Portfolio Composition"Composition” for additional discussion of Main Street'sStreet’s Investment Portfolio). Main Street'sStreet’s results of operations for the three and six months ended June 30, 2020 and 2019, cash flows for the sixthree months ended June 30,March 31, 2021 and 2020, and 2019, and financial position as of June 30, 2020March 31, 2021 and December 31, 2019,2020, are presented on a consolidated basis. The effects of all intercompany transactions between Main Street and its consolidated subsidiaries have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements of Main Street are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and six months ended June 30,March 31, 2021 and 2020 and 2019 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2019.2020. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Principles of Consolidation

Under ASC 946, Main Street is precluded from consolidating other entities in which Main Street has equity investments, including those in which it has a controlling interest, unless the other entity is another investment company. An exception to this general principle in ASC 946 occurs if Main Street holds a controlling interest in an operating company that provides all or substantially all of its services directly to Main Street or to its portfolio companies. Accordingly, as noted above, MSCC'sMSCC’s consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. Main Street has determined that none of its portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, Main Street'sStreet’s Investment Portfolio is carried on the consolidated balance sheet at fair value, as discussed further in Note B.1., with any adjustments to fair value recognized as "Net“Net Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a "Net“Net Realized Gain (Loss)."


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

    Portfolio Investment Classification

Main Street classifies its Investment Portfolio in accordance with the requirements of the 1940 Act. Under the 1940 Act, (a) "Control Investments"“Control Investments” are defined as investments in which Main Street owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation, (b) "Affiliate Investments"“Affiliate Investments” are defined as investments in which Main Street owns between 5% and 25% (inclusive) of the voting securities and does not have rights to maintain greater than 50% of the board representation, and (c) "Non-Control/“Non-Control/Non-Affiliate Investments"Investments” are defined as investments that are neither Control Investments nor Affiliate Investments. For purposes of determining the classification of its Investment Portfolio, Main Street has excluded consideration of any voting securities or board appointment rights held by third-party investment funds advised by the External Investment Manager.

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.           Valuation of the Investment Portfolio

Main Street accounts for its Investment Portfolio at fair value. As a result, Main Street follows the provisions of ASC 820, Fair Value Measurements and Disclosures (" (“ASC 820"820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires Main Street to assume that the

54


portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.

Main Street'sStreet’s portfolio strategy calls for it to invest primarily in illiquid debt and equity securities issued by privately held, LMM companies and more liquid debt securities issued by Middle Market companies that are generally larger in size than the LMM companies. Main Street categorizes some of its investments in LMM companies and Middle Market companies as Private Loan portfolio investments, which are primarily debt securities in privately held companies that have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as "club“club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments Main Street holds in its LMM portfolio and Middle Market portfolio. Main Street'sStreet’s portfolio also includes Other Portfolio investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties. Main Street'sStreet’s portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Main Street’s portfolio investments may be subject to restrictions on resale.

LMM investments and Other Portfolio investments generally have no established trading market while Middle Market securitiesand short-term portfolio investments generally have established markets that are not active. Private Loan investments may include investments which have no established trading market or have established markets that are not active. Main Street determines in good faith the fair value of its Investment Portfolio pursuant to a valuation policy in accordance with ASC 820 and a valuation process approved by its Board of Directors and in accordance with the 1940 Act. Main Street'sStreet’s valuation policies and processes are intended to provide a consistent basis for determining the fair value of Main Street'sStreet’s Investment Portfolio.

For LMM portfolio investments, Main Street generally reviews external events, including private mergers, sales and acquisitions involving comparable companies, and includes these events in the valuation process by using an enterprise value waterfall methodology ("Waterfall"(“Waterfall”) for its LMM equity


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

investments and an income approach using a yield-to-maturity model ("Yield-to-Maturity"(“Yield-to-Maturity”) for its LMM debt investments. For Middle Market and short-term portfolio investments, Main Street primarily uses quoted prices in the valuation process. Main Street determines the appropriateness of the use of third-party broker quotes, if any, in determining fair value based on its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. For Middle Market and Private Loan portfolio investments in debt securities for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value the investment in a current hypothetical sale using the Yield-to-Maturity valuation method. For its Other Portfolio equity investments, Main Street generally calculates the fair value of the investment primarily based on the net asset value ("NAV"(“NAV”) of the fund and adjusts the fair value for other factors deemed relevant that would affect the fair value of the investment. All of the valuation approaches for Main Street'sStreet’s portfolio investments estimate the value of the investment as if Main Street were to sell, or exit, the investment as of the measurement date.

These valuation approaches consider the value associated with Main Street'sStreet’s ability to control the capital structure of the portfolio company, as well as the timing of a potential exit. For valuation purposes, "control"“control” portfolio investments are composed of debt and equity securities in companies for which Main Street has a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company'scompany’s board of directors. For valuation purposes, "non-control"“non-control” portfolio investments are generally composed of debt and equity securities in companies for which Main Street does not have a controlling interest in the equity ownership of the portfolio company or the ability to nominate a majority of the portfolio company'scompany’s board of directors.

Under the Waterfall valuation method, Main Street estimates the enterprise value of a portfolio company using a combination of market and income approaches or other appropriate valuation methods, such as considering recent transactions in the equity securities of the portfolio company or third-party valuations of the portfolio company, and then performs a waterfall calculation by allocating the enterprise value over the portfolio company'scompany’s securities in order of

55


their preference relative to one another. The enterprise value is the fair value at which an enterprise could be sold in a transaction between two willing parties, other than through a forced or liquidation sale. Typically, privately held companies are bought and sold based on multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"(“EBITDA”), cash flows, net income, revenues, or in limited cases, book value. There is no single methodology for estimating enterprise value. For any one portfolio company, enterprise value is generally described as a range of values from which a single estimate of enterprise value is derived. In estimating the enterprise value of a portfolio company, Main Street analyzes various factors including the portfolio company'scompany’s historical and projected financial results. Due to SEC deadlines for Main Street'sStreet’s quarterly and annual financial reporting, the operating results of a portfolio company used in the current period valuation are generally the results from the period ended three months prior to such valuation date and may include unaudited, projected, budgeted or pro forma financial information and may require adjustments for non-recurring items or to normalize the operating results that may require significant judgment in determining. In addition, projecting future financial results requires significant judgment regarding future growth assumptions. In evaluating the operating results, Main Street also analyzes the impact of exposure to litigation, loss of customers or other contingencies. After determining the appropriate enterprise value, Main Street allocates the enterprise value to


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

investments in order of the legal priority of the various components of the portfolio company'scompany’s capital structure. In applying the Waterfall valuation method, Main Street assumes the loans are paid off at the principal amount in a change in control transaction and are not assumed by the buyer, which Main Street believes is consistent with its past transaction history and standard industry practices.

Under the Yield-to-Maturity valuation method, Main Street also uses the income approach to determine the fair value of debt securities based on projections of the discounted future free cash flows that the debt security will likely generate, including analyzing the discounted cash flows of interest and principal amounts for the debt security, as set forth in the associated loan agreements, as well as the financial position and credit risk of the portfolio company. Main Street'sStreet’s estimate of the expected repayment date of its debt securities is generally the maturity date of the instrument, as Main Street generally intends to hold its loans and debt securities to maturity. The Yield-to-Maturity analysis also considers changes in leverage levels, credit quality, portfolio company performance and other factors. Main Street will generally use the value determined by the Yield-to-Maturity analysis as the fair value for that security; however, because of Main Street'sStreet’s general intent to hold its loans to maturity, the fair value will not exceed the principal amount of the debt security valued using the Yield-to-Maturity valuation method. A change in the assumptions that Main Street uses to estimate the fair value of its debt securities using the Yield-to-Maturity valuation method could have a material impact on the determination of fair value. If there is deterioration in credit quality or if a debt security is in workout status, Main Street may consider other factors in determining the fair value of the debt security, including the value attributable to the debt security from the enterprise value of the portfolio company or the proceeds that would most likely be received in a liquidation analysis.

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, Main Street measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date and adjusts the investment'sinvestment’s fair value for factors known to Main Street that would affect that fund'sfund’s NAV, including, but not limited to, fair values for individual investments held by the fund if Main Street holds the same investment or for a publicly traded investment. In addition, in determining the fair value of the investment, Main Street considers whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of Main Street'sStreet’s investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, and expected future cash flows available to equity holders, including the rate of return on those cash flows compared to an implied market return on equity required by market participants, or other uncertainties surrounding Main Street'sStreet’s ability to realize the full NAV of its interests in the investment fund.

Pursuant to its internal valuation process and the requirements under the 1940 Act, Main Street performs valuation procedures on each of its portfolio investments quarterly. In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its LMM portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations, recommendations and an assurance certification regarding the Company'sCompany’s determinations of the fair value of its LMM portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street'sStreet’s investments in each LMM portfolio company at least once every calendar year, and for Main Street'sStreet’s investments in new LMM portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its stockholders'stockholders’ best interest, to consult with the nationally recognized independent


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

financial advisory services firm on its investments in one or more

56


LMM portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street'sStreet’s investment in a LMM portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at Main Street'sStreet’s determination of fair value on its investments in a total of 2816 LMM portfolio companies for the sixthree months ended June 30, 2020,March 31, 2021, representing approximately 47%26% of the total LMM portfolio at fair value as of June 30, 2020,March 31, 2021, and on a total of 2515 LMM portfolio companies for the sixthree months ended June 30, 2019,March 31, 2020, representing approximately 40%26% of the total LMM portfolio at fair value as of June 30, 2019.March 31, 2020. Excluding its investments in LMM portfolio companies that, as of June 30,March 31, 2021 and 2020, and 2019, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment or whose primary purpose is to own real estate for which a third-party appraisal is obtained on at least an annual basis, the percentage of the LMM portfolio reviewed and certified by itsMain Street’s independent financial advisory services firm for the sixthree months ended June 30,March 31, 2021 and 2020 and 2019 was 53% and 42%29% of the total LMM portfolio at fair value as of June 30, 2020both March 31, 2021 and 2019, respectively.2020.

For valuation purposes, all of Main Street'sStreet’s Middle Market portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. For Middle Market portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Middle Market debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Middle Market equity investments in a current hypothetical sale using the Waterfall valuation method. Because the vast majority of the Middle Market portfolio investments are typically valued using third-party quotes or other independent pricing services (including 92%93% and 91%90% of the Middle Market portfolio investments as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively), Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its Middle Market investments.

For valuation purposes, all of Main Street'sStreet’s Private Loan portfolio investments are non-control investments. For Private Loan portfolio investments for which it has determined that third-party quotes or other independent pricing are not available or appropriate, Main Street generally estimates the fair value based on the assumptions that it believes hypothetical market participants would use to value such Private Loan debt investments in a current hypothetical sale using the Yield-to-Maturity valuation method and such Private Loan equity investments in a current hypothetical sale using the Waterfall valuation method.

In addition to its internal valuation process, in arriving at estimates of fair value for its investments in its Private Loan portfolio companies, Main Street, among other things, consults with a nationally recognized independent financial advisory services firm. The nationally recognized independent financial advisory services firm analyzes and provides observations and recommendations and an assurance certification regarding the Company'sCompany’s determinations of the fair value of its Private Loan portfolio company investments. The nationally recognized independent financial advisory services firm is generally consulted relative to Main Street'sStreet’s investments in each Private Loan portfolio company at least once every calendar year, and for Main Street'sStreet’s investments in new Private Loan portfolio companies, at least once in the twelve-month period subsequent to the initial investment. In certain instances, Main Street may determine that it is not cost-effective, and as a result is not in its


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

stockholders' stockholders’ best interest, to consult with the nationally recognized independent financial advisory services firm on its investments in one or more Private Loan portfolio companies. Such instances include, but are not limited to, situations where the fair value of Main Street'sStreet’s investment in a Private Loan portfolio company is determined to be insignificant relative to the total Investment Portfolio. Main Street consulted with and received an assurance certification from its independent financial advisory services firm in arriving at its determination of fair value on its investments in a total of 2111 Private Loan portfolio companies for the sixthree months ended June 30, 2020,March 31, 2021, representing approximately 37%22% of the total Private Loan portfolio at fair value as of June 30, 2020,March 31, 2021, and on a total of 1810 Private Loan portfolio companies for the sixthree months ended June 30, 2019,March 31, 2020, representing approximately 31%17% of the total Private Loan portfolio at fair value as of June 30, 2019.March 31, 2020. Excluding its investments in Private Loan portfolio companies that, as of June 30,March 31, 2021 and 2020, and 2019, as applicable, had not been in the Investment Portfolio for at least twelve months subsequent to the initial investment and its investments in Private Loan portfolio companies that were not reviewed because the investment is valued based upon third-party quotes or other independent pricing, the percentage of the Private Loan portfolio reviewed and certified by itsMain Street’s independent financial advisory services firm for the sixthree months ended June 30,March 31, 2021 and 2020 was 29% and 2019 was 45% and 48%25% of the total Private Loan portfolio at fair value as of June 30,March 31, 2021 and 2020, and 2019, respectively.

57


For valuation purposes, all of Main Street'sStreet’s short-term portfolio investments are non-control investments. To the extent sufficient observable inputs are available to determine fair value, Main Street uses observable inputs to determine the fair value of these investments through obtaining third-party quotes or other independent pricing. Because all of the short-term portfolio investments are typically valued using third-party quotes or other independent pricing services, Main Street generally does not consult with any financial advisory services firms in connection with determining the fair value of its short-term portfolio investments.

For valuation purposes, all of Main Street’s Other Portfolio investments are non-control investments. Main Street'sStreet’s Other Portfolio investments comprised 4.1%5.1% and 3.6% of Main Street'sStreet’s Investment Portfolio at fair value as of June 30, 2020March 31, 2021 and December 31, 2019.2020, respectively. Similar to the LMM investment portfolio, market quotations for Other Portfolio equity investments are generally not readily available. For its Other Portfolio equity investments, Main Street generally determines the fair value of these investments using the NAV valuation method.

For valuation purposes, Main Street'sStreet’s investment in the External Investment Manager is a control investment. Market quotations are not readily available for this investment, and as a result, Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach. In estimating the enterprise value, Main Street analyzes various factors, including the entity'sentity’s historical and projected financial results, as well as its size, marketability and performance relative to the population of market comparables. This valuation approach estimates the value of the investment as if Main Street were to sell, or exit, the investment. In addition, Main Street considers its ability to control the capital structure of the company, as well as the timing of a potential exit, in connection with determining the fair value of the External Investment Manager.

Due to the inherent uncertainty in the valuation process, Main Street'sStreet’s determination of fair value for its Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned. Main Street determines the fair value of each individual investment and records changes in fair value as unrealized appreciation or depreciation.

Main Street uses an internally developed portfolio investment rating system in connection with its investment oversight, portfolio management and analysis and investment valuation procedures for its LMM portfolio companies. This system takes into account both quantitative and qualitative factors of the LMM portfolio company and the investments held therein.


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The Board of Directors of Main Street has the final responsibility for overseeing, reviewing and approving, in good faith, Main Street'sStreet’s determination of the fair value for its Investment Portfolio, as well as its valuation procedures, consistent with 1940 Act requirements. Main Street believes its Investment Portfolio as of June 30, 2020March 31, 2021 and December 31, 20192020 approximates fair value as of those dates based on the markets in which Main Street operates and other conditions in existence on those reporting dates.

2.           Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results may differ from these estimates under different conditions or assumptions. Additionally, as explained in Note B.1., the consolidated financial statements include investments in the Investment Portfolio whose values have been estimated by Main Street with the oversight, review and approval by Main Street'sStreet’s Board of Directors in the absence of readily ascertainable market values. Because of the inherent uncertainty of the Investment Portfolio valuations, those estimated values may differ materially from the values that would have been determined had a ready market for the securities existed.

The COVID-19 pandemic, and the related effect on the U.S. and global economies, has impacted, and threatens to continue to impact, the businesses and operating results of certain of Main Street'sStreet’s portfolio companies, as well as market interest rate spreads. As a result of these and other current effects of the COVID-19 pandemic, as well as the

58


uncertainty regarding the extent and duration of its impact, the valuation of Main Street'sStreet’s Investment Portfolio is volatile.has been experiencing increased volatility since the beginning of the COVID-19 pandemic.

3.           Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase. Cash and cash equivalents are carried at cost, which approximates fair value.

At June 30, 2020,March 31, 2021, cash balances totaling $65.4$62.1 million exceeded Federal Deposit Insurance Corporation insurance protection levels, subjecting the Company to risk related to the uninsured balance. All of the Company'sCompany’s cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

4.            Interest, Dividend and Fee Income

Main Street records interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with Main Street'sStreet’s valuation policies, Main Street evaluates accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if Main Street otherwise does not expect the debtor to be able to service all of its debt or other obligations, Main Street will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security'ssecurity’s status significantly


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

improves regarding the debtor'sdebtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, Main Street removes it from non-accrual status.

As of June 30, 2020,March 31, 2021, Main Street'sStreet’s total Investment Portfolio had elevensix investments on non-accrual status, which comprised approximately 1.9%0.8% of its fair value and 6.3%2.9% of its cost. As of December 31, 2019,2020, Main Street'sStreet’s total Investment Portfolio had eightseven investments on non-accrual status, which comprised approximately 1.4%1.3% of its fair value and 4.8%3.6% of its cost.

Main Street holds certain debt and preferred equity instruments in its Investment Portfolio that contain payment-in-kind ("PIK"(“PIK”) interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the PIK interest and cumulative dividends in cash. For the three months ended March 31, 2021 and 2020, (i) approximately 3.8% and 1.1%, respectively, of Main Street’s total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.7% and 1.0%, respectively, of Main Street’s total investment income was attributable to cumulative dividend income not paid currently in cash. Main Street stops accruing PIK interest and cumulative dividends and writes off any accrued and uncollected interest and dividends in arrears when it determines that such PIK interest and dividends in arrears are no longer collectible. For the three months ended June 30, 2020 and 2019, (i) approximately 2.5% and 2.2%, respectively, of Main Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.9% and 1.1%, respectively, of Main Street's total investment income was attributable to cumulative dividend income not paid currently in cash. For the six months ended June 30, 2020 and 2019, (i) approximately 1.7% and 2.0%, respectively, of Main Street's total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.9% and 1.1%, respectively, of Main Street's total investment income was attributable to cumulative dividend income not paid currently in cash.

Main Street may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.

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A presentation of total investment income Main Street received from its Investment Portfolio in each of the periods presented is as follows:

Three Months Ended

March 31, 

    

2021

    

2020

    

(dollars in thousands)

Interest, fee and dividend income:

Interest income

$

43,471

$

44,877

Dividend income

 

17,697

 

8,041

Fee income

 

1,639

 

3,232

Total interest, fee and dividend income

$

62,807

$

56,150

 
 Three Months Ended
June 30,
 Six Months Ended
June 30,
 
 
 2020 2019 2020 2019 
 
 (dollars in thousands)
 

Interest, fee and dividend income:

             

Interest income

 $41,574 $47,222 $86,450 $94,541 

Dividend income

  7,795  12,763  15,836  25,259 

Fee income

  2,638  1,308  5,870  2,857 

Total interest, fee and dividend income

 $52,007 $61,293 $108,156 $122,657 

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

5.           Deferred Financing Costs

Deferred financing costs include commitment fees and other costs related to Main Street'sStreet’s multi-year revolving credit facility (the "Credit Facility"“Credit Facility”) and its unsecured notes, as well as the commitment fees and leverage fees (approximately 3.4% of the total commitment and draw amounts, as applicable) on the SBIC debentures which are not accounted for under the fair value option under ASC 825 (as discussed further in Note B.11.).debentures. See further discussion of Main Street'sStreet’s debt in Note E. Deferred financing costs in connection with the Credit Facility are capitalized as an asset. Deferred financing costs in connection with all other debt arrangements not using the fair value option are a direct deduction from the related debt liability.

6.           Equity Offering Costs

The Company'sCompany’s offering costs are charged against the proceeds from equity offerings when the proceeds are received.

7.           Unearned Income—Debt Origination Fees and Original Issue Discount and Discounts / Premiums to Par Value

Main Street capitalizes debt origination fees received in connection with financings and reflects such fees as unearned income netted against the applicable debt investments. The unearned income from the fees is accreted into income based on the effective interest method over the life of the financing.

In connection with its portfolio debt investments, Main Street sometimes receives nominal cost warrants or warrants with an exercise price below the fair value of the underlying equity (together, "nominal“nominal cost equity"equity”) that are valued as part of the negotiation process with the particular portfolio company. When Main Street receives nominal cost equity, Main Street allocates its cost basis in its investment between its debt security and its nominal cost equity at the time of origination based on amounts negotiated with the particular portfolio company. The allocated amounts are based upon the fair value of the nominal cost equity, which is then used to determine the allocation of cost to the debt security. Any discount recorded on a debt investment resulting from this allocation is reflected as unearned income, which is netted against the applicable debt investment, and accreted into interest income based on the effective interest method over the life of the debt investment. The actual collection of this interest is deferred until the time of debt principal repayment.

Main Street may also purchase debt securities at a discount or at a premium to the par value of the debt security. In the case of a purchase at a discount, Main Street records the investment at the par value of the debt security net of the discount, and the discount is accreted into interest income based on the effective interest method over the life of the debt investment. In the case of a purchase at a premium, Main Street records the investment at the par value of the debt security plus the premium, and the premium is amortized as a reduction to interest income based on the effective interest method over the life of the debt investment.

To maintain RIC tax treatment (as discussed in Note B.9. below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though Main Street may not have collected the interest income. For the three months ended June 30,March 31, 2021 and 2020, approximately 2.4% and 2019, approximately 2.6% and 2.5%, respectively, of Main Street's

60


Street’s total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction. For the six months ended June 30, 2020 and 2019, approximately 2.6% and 2.7%, respectively, of Main Street's total investment income was attributable to interest income from the accretion of discounts associated with debt investments, net of any premium reduction.


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

8.           Share-Based Compensation

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measures the grant date fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

Main Street has also adopted Accounting Standards Update ("ASU"(“ASU”) 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, Main Street has elected to account for forfeitures as they occur.

9.            Income Taxes

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC'sMSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its "investment“investment company taxable income"income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) the filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

The Taxable Subsidiaries primarily hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are "pass-through"“pass-through” entities for tax purposes and to continue to comply with the "source-of-income"“source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street'sStreet’s consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street'sStreet’s consolidated financial statements.


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC'sMSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager'sManager’s separate financial statements.

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The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

10.         Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation

Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the Investment Portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

11.         Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Main Street believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, payables and other liabilities approximate the fair values of such items due to the short-term nature of these instruments.

        As part of Main Street's acquisition of the majority of the equity interests of MSC II in January 2010 (the "MSC II Acquisition"), Main Street electedTo estimate the fair value option under ASC 825, Financial Instruments ("ASC 825"), relating to accounting forof Main Street’s multiple tranches of unsecured debt obligations at theirinstruments as disclosed in Note E – Debt, Main Street uses quoted market prices. For the estimated fair value of Main Street’s SBIC debentures, Main Street uses the Yield-to-Maturity valuation method based on projections of the discounted future free cash flows that the debt security will likely generate, including both the discounted cash flows of the associated interest and principal amounts for the MSC II SBIC debentures acquired as part of the acquisition accounting related to the MSC II Acquisition and valued those obligations as discussed further in Note C. In order to provide for a more consistent basis of presentation, Main Street elected the fair value option for SBIC debentures issued by MSC II subsequent to the MSC II Acquisition. When the fair value option is elected for a given SBIC


Table of Contentsdebt security.


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

debenture, the deferred loan costs associated with the debenture are fully expensed in the current period to "Net Unrealized Appreciation (Depreciation)—SBIC debentures" as part of the fair value adjustment. Interest incurred in connection with SBIC debentures which are valued at fair value is included in interest expense.

12.         Earnings per Share

Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. In accordance with ASC 260, Earnings Per Share, the unvested shares of restricted stock awarded pursuant to Main Street'sStreet’s equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. As a result, for all periods presented, there is no difference between diluted earnings per share and basic earnings per share amounts.

13.         Recently Issued or Adopted Accounting Standards

        In August 2018, the SEC adopted rules (the "SEC Release") amending certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated, or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements or changes in the information environment. In part, the SEC Release requires an investment company to present distributable earnings in total on the consolidated balance sheet and consolidated statement of changes in net assets, rather than showing the three components of distributable earnings as previously shown. Main Street adopted this part of the SEC Release during the year ended December 31, 2018. The impact of the adoption of these rules on Main Street's consolidated financial statements was not material. Additionally, the SEC Release requires disclosure of changes in net assets within a registrant's Form 10-Q filings on a quarter-to-date and year-to-date basis for both the current year and prior year comparative periods. Main Street adopted the requirement to present changes in net assets in interim financial statements within Form 10-Q filings effective January 1, 2019. The adoption of these rules did not have a material impact on the consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, "Reference“Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting." The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The Company adopted this amendment in March 2020 and plans to apply the amendments in this update to account for contract modifications due to changes in reference rates. The Company does not believecontinues to evaluate the impact that itthe amendments in this update will have a material impact on its consolidated financial statements and disclosures.disclosures when applied.

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In May 2020, the SEC adopted rulespublished Release No. 33-10786 (the "Release"“May 2020 Release”), Amendments to Financial Disclosures about Acquired and Disposed Businesses, announcing its adoption of rules amending Rule 1-02(w)(2) under Regulation S-X used in the determination of a significant subsidiary.subsidiary specific to investment companies, including BDCs. In part, the rules adopted pursuant to the May 2020 Release eliminated the use of the asset test, and amended the income and investment tests for determining whether an unconsolidated subsidiary


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

requires additional disclosure in the footnotes of the financial statements. Main Street adopted the rules pursuant to the May 2020 Release during the quarter ended June 30, 2020. The impact of the adoption of these rules on Main Street'sStreet’s consolidated financial statements was not material.

In December 2020, the SEC published Release No. IC-34084 (the “December 2020 Release”) Use of Derivatives by Registered Investment Companies and Business Development Companies, announcing its adoption of Rule 18f-4 and amendment of Rule 6c-11 under the 1940 Act to provide an updated, comprehensive approach to the regulation of registered investment companies’, including BDCs’, use of derivatives and address investor protection concerns. In part, the rules adopted pursuant to the December 2020 Release require that funds using derivatives generally will have to adopt a derivatives risk management program that a derivatives risk manager administers and that the fund’s board of directors oversees, and comply with an outer limit on fund leverage. Funds that use derivatives only in a limited manner will not be subject to these requirements, but they will have to adopt and implement policies and procedures reasonably designed to manage the fund’s derivatives risks. Funds also will be subject to reporting and recordkeeping requirements regarding their derivatives use. Main Street adopted the rules pursuant to the December 2020 Release during the quarter ended March 31, 2021. As Main Street is a limited user of derivatives, the impact of the adoption of these rules on the consolidated financial statements was not material.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by Main Street as of the specified effective date. Main Street believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its consolidated financial statements upon adoption.

NOTE C—FAIR VALUE HIERARCHY FOR INVESTMENTS AND DEBENTURES—PORTFOLIO COMPOSITION

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. Main Street accounts for its investments at fair value.

    Fair Value Hierarchy

In accordance with ASC 820, Main Street has categorized its investments based on the priority of the inputs to the valuation technique into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical investments (Level 1) and the lowest priority to unobservable inputs (Level 3).

Investments recorded on Main Street'sStreet’s balance sheet are categorized based on the inputs to the valuation techniques as follows:

    Level 1—Investments whose values are based on unadjusted quoted prices for identical assets in an active market that Main Street has the ability to access (examples include investments in active exchange-traded equity securities and investments in most U.S. government and agency securities).

    Level 2—Investments whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the investment. Level 2 inputs include the following:

      Quoted prices for similar assets in active markets (for example, investments in restricted stock);

      Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

      Pricing models whose inputs are observable for substantially the full term
      Quoted prices for similar assets in active markets (for example, investments in restricted stock);
      Quoted prices for identical or similar assets in non-active markets (for example, investments in thinly traded public companies);

63


Pricing models whose inputs are observable for substantially the full term of the investment (for example, market interest rate indices); and
Pricing models whose inputs are derived principally from, or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3—Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (for example, investments in illiquid securities issued by privately held companies). These inputs reflect


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

    management's management’s own assumptions about the assumptions a market participant would use in pricing the investment.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

As of June 30, 2020March 31, 2021 and December 31, 2019,2020, all of Main Street'sStreet’s LMM portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street'sStreet’s LMM portfolio investments were categorized as Level 3 as of June 30, 2020March 31, 2021 and December 31, 2019.2020.

As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Main Street'sStreet’s Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street'sStreet’s Middle Market portfolio investments were categorized as Level 3 as of June 30, 2020March 31, 2021 and December 31, 2019.2020.

As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Main Street's Street’s private loan (“Private LoanLoan”) portfolio investments primarily consisted of investments in interest-bearing secured debt investments. The fair value determination for these investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of Main Street'sStreet’s Private Loan portfolio investments were categorized as Level 3 as of June 30, 2020March 31, 2021 and December 31, 2019.2020.

As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Main Street'sStreet’s Other Portfolio investments consisted of illiquid securities issued by privately held companies and the fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of Main Street'sStreet’s Other Portfolio investments were categorized as Level 3 as of June 30, 2020March 31, 2021 and December 31, 2019.2020.

As of March 31, 2021, Main Street held several short-term portfolio investments consisting primarily of investments in secured debt investments and independently rated debt investments. The fair value determination for these investments consisted of available observable inputs in non-active markets sufficient to determine the fair value of these investments. As a result, all of Main Street’s short-term portfolio investments were categorized as Level 2 as of March 31, 2021. Main Street did not hold any short-term portfolio investments as of December 31, 2020.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

    Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

    Current and projected financial condition of the portfolio company;

    Current and projected ability of the portfolio company to service its debt obligations;

    Type and amount of collateral, if any, underlying the investment;

    Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;
Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;
Current and projected financial condition of the portfolio company;

64


Current and projected ability of the portfolio company to service its debt obligations;
Type and amount of collateral, if any, underlying the investment;
Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;
Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);
Pending debt or capital restructuring of the portfolio company;
Projected operating results of the portfolio company;
Current information regarding any offers to purchase the investment;
Current ability of the portfolio company to raise any additional financing as needed;
Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;
Qualitative assessment of key management;
Contractual rights, obligations or restrictions associated with the investment; and
Other factors deemed relevant.


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

    Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

    Pending debt or capital restructuring of the portfolio company;

    Projected operating results of the portfolio company;

    Current information regarding any offers to purchase the investment;

    Current ability of the portfolio company to raise any additional financing as needed;

    Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

    Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

    Qualitative assessment of key management;

    Contractual rights, obligations or restrictions associated with the investment; and

    Other factors deemed relevant.

The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of Main Street'sStreet’s LMM equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is determined to not be appropriate), are (i) EBITDA multiples and (ii) the weighted-average cost of capital ("WACC"(“WACC”). Significant increases (decreases) in EBITDA multiple inputs in isolation would result in a significantly higher (lower) fair value measurement. On the contrary, significant increases (decreases) in WACC inputs in isolation would result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of Main Street'sStreet’s LMM, Middle Market and Private Loan securities are (i) risk adjusted discount rates used in the Yield-to-Maturity valuation technique (see "Note“Note B.1.—Valuation of the Investment Portfolio"Portfolio”) and (ii) the percentage of expected principal recovery. Significant increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Significant increases (decreases) in any of these expected principal recovery percentages in isolation would result in a significantly higher (lower) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the tables below.


65



MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The following tables provide a summary of the significant unobservable inputs used to fair value Main Street'sStreet’s Level 3 portfolio investments as of June 30, 2020March 31, 2021 and December 31, 2019:2020:

    

Fair Value as of

    

    

    

    

    

 

March 31, 

 

Type of

2021

Significant

Weighted

 

Investment

 

(in thousands)

Valuation Technique

Unobservable Inputs

Range(3)

Average(3)

Median(3)

Equity investments

$

895,977

 

Discounted cash flow

 

WACC

 

9.3% - 20.9%

 

14.2

%

14.9

%

 

Market comparable / Enterprise Value

 

EBITDA multiple (1)

 

4.5x - 8.5x(2)

 

7.0x

 

6.1x

Debt investments

$

1,381,994

 

Discounted cash flow

 

Risk adjusted discount factor

 

6.5% - 15.0%(2)

 

10.5

%

10.3

%

 

Expected principal recovery percentage

 

0.0% - 100.0%

 

99.5

%

100.0

%

Debt investments

$

469,397

 

Market approach

 

Third‑party quote

 

45.5 - 100.8

 

96.7

 

99.3

Total Level 3 investments

$

2,747,368


(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.0x and the range for risk adjusted discount factor is 5.0% - 33.4%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

Type of Investment
 Fair Value
as of
June 30, 2020
(in thousands)
 Valuation Technique Significant Unobservable Inputs Range(3) Weighted Average(3) Median(3) 

    

Fair Value as of

    

    

    

    

    

 

December 31, 

 

Type of

2020

Significant

Weighted

 

Investment

 

(in thousands)

Valuation Technique

Unobservable Inputs

Range(3)

Average(3)

Median(3)

Equity investments

 $774,139 Discounted cash flow WACC 9.5% - 21.0% 14.0% 14.8% 

$

877,732

 

Discounted cash flow

 

WACC

 

9.4% - 21.0%

 

14.3

%

15.0

%

   Market comparable / Enterprise Value EBITDA multiple(1) 4.7x - 8.5x(2) 7.0x 6.2x 

Debt investments

 $1,187,188 Discounted cash flow Risk adjusted discount factor 7.6% - 19.0%(2) 12.0% 11.8% 

   Expected principal recovery percentage 0.0% - 100.0% 99.3% 100.0% 

 

Market comparable / Enterprise Value

 

EBITDA multiple (1)

 

4.5x - 8.5x(2)

 

7.0x

 

6.1x

Debt investments

 $458,226 Market approach Third-party quote 29.3 - 99.8 87.1 90.0 

$

1,339,079

 

Discounted cash flow

 

Risk adjusted discount factor

 

7.4% - 15.3%(2)

 

10.6

%

10.8

%

 

Expected principal recovery percentage

 

0.0% - 100.0%

 

99.4

%

100.0

%

Debt investments

$

468,055

 

Market approach

 

Third‑party quote

 

45 - 100.3

 

94.7

 

96.5

Total Level 3 investments

 $2,419,553       

$

2,684,866


(1)EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.
(2)Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 2.2x - 15.0x and the range for risk adjusted discount factor is 5.4% - 29.5%.
(3)Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

66


(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.0x - 15.0x and the range for risk adjusted discount factor is 5.3% - 42.5%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.


Type of Investment
 Fair Value
as of
December 31, 2019
(in thousands)
 Valuation Technique Significant Unobservable Inputs Range(3) Weighted
Average(3)
 Median(3) 

Equity investments

 $819,749 Discounted cash flow WACC 9.6% -2 0.3%  13.6%  14.2% 

    Market comparable / Enterprise Value EBITDA multiple(1) 4.9x - 8.5x(2)  7.2x  6.4x 

Debt investments

 $1,212,741 Discounted cash flow Risk adjusted discount factor 5.9% - 16.5%(2)  10.4%  10.0% 

      Expected principal recovery percentage 1.4% - 100.0%  99.3%  100.0% 

Debt investments

 $569,834 Market approach Third-party quote 28.1 - 101.0  94.7  98.0 

Total Level 3 investments

 $2,602,324             

(1)
EBITDA may include proforma adjustments and/or other addbacks based on specific circumstances related to each investment.

(2)
Range excludes outliers that are greater than one standard deviation from the mean. Including these outliers, the range for EBITDA multiple is 4.5x - 15.0x and the range for risk adjusted discount factor is 4.6% - 38.0%.

(3)
Does not include investments for which the valuation technique does not include the use of the applicable fair value input.

Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The following tables provide a summary of changes in fair value of Main Street'sStreet’s Level 3 portfolio investments for the six-monththree-month periods ended June 30,March 31, 2021 and 2020 and 2019 (amounts in thousands):

Net

Fair Value

Transfers

Changes

Net

Fair Value

as of

Into

from

Unrealized

as of

Type of

 

December 31, 

 

Level 3

 

Redemptions/

 

New

 

Unrealized

 

Appreciation

 

March 31, 

Investment

    

2020

    

Hierarchy

    

Repayments

    

Investments

    

to Realized

    

(Depreciation)

    

Other(1)

    

2021

Debt

$

1,807,134

$

$

(125,448)

$

157,787

$

5,529

$

8,999

$

(2,610)

$

1,851,391

Equity

866,734

(24,913)

18,290

11,146

11,696

3,810

886,763

Equity Warrant

10,998

330

(914)

(1,200)

9,214

$

2,684,866

$

$

(150,361)

$

176,077

$

17,005

$

19,781

$

$

2,747,368


(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.

    

    

    

    

    

Net

    

    

    

Fair Value

Transfers

Changes

Net

Fair Value

as of

Into

from

Unrealized

as of

Type of

December 31, 

Level 3

Redemptions/

New

Unrealized

Appreciation

March 31, 

Investment

2019

Hierarchy

Repayments

Investments

 

to Realized

(Depreciation)

Other(1)

2020

Debt

$

1,782,575

$

$

(176,860)

$

121,481

$

16,539

$

(141,100)

$

$

1,602,635

Equity

 

809,538

 

 

(6,469)

 

22,492

 

3,177

 

(68,972)

 

 

759,766

Equity Warrant

 

10,211

 

 

(1,096)

 

 

1,096

 

134

 

 

10,345

$

2,602,324

$

$

(184,425)

$

143,973

$

20,812

$

(209,938)

$

$

2,372,746


(1)Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.
Type of Investment
 Fair Value
as of
December 31,
2019
 Transfers
Into Level 3
Hierarchy
 Redemptions/
Repayments
 New
Investments
 Net Changes
from
Unrealized
to Realized
 Net
Unrealized
Appreciation
(Depreciation)
 Other(1) Fair Value
as of
June 30,
2020
 

Debt

 $1,782,575 $ $(256,050)$225,646 $29,876 $(124,365)$(12,268)$1,645,414 

Equity

 $809,538 $ $(21,380)$45,061 $(1,112)$(80,261)$12,268 $764,114 

Equity Warrant

 $10,211 $ $(1,096)$ $1,096 $(186)$ $10,025 

 $2,602,324 $ $(278,526)$270,707 $29,860 $(204,812)$ $2,419,553 

(1)
Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.


Type of Investment
 Fair Value
as of
December 31,
2018
 Transfers
Into Level 3
Hierarchy
 Redemptions/
Repayments
 New
Investments
 Net Changes
from
Unrealized
to Realized
 Net
Unrealized
Appreciation
(Depreciation)
 Other(1) Fair Value
as of
June 30,
2019
 

Debt

 $1,686,753 $ $(235,999)$254,123 $15,063 $(8,776)$(8,860)$1,702,304 

Equity

  755,710    (11,298) 24,058  (5,869) 23,362  10,667  796,630 

Equity Warrant

  11,446    1,217    (1,090) (271) (1,807) 9,495 

 $2,453,909 $ $(246,080)$278,181 $8,104 $14,315 $ $2,508,429 

(1)
Includes the impact of non-cash conversions. These transactions represent non-cash investing activities. See additional cash flow information at the consolidated statements of cash flows.

        As of DecemberAt March 31, 2019, the fair value determination for the SBIC debentures recorded at fair value primarily consisted of unobservable inputs. As a result, the SBIC debentures which were recorded at fair value were categorized as Level 3. Main Street determined the fair value of these instruments primarily using a Yield-to-Maturity approach that analyzed the discounted cash flows of interest and principal for each SBIC debenture recorded at fair value based on estimated market interest rates for debt instruments of similar structure, terms, and maturity. Main Street's estimate of the expected repayment date of principal for each SBIC debenture recorded at fair value was the legal maturity date of the instrument. The significant unobservable inputs used in the fair value measurement of Main Street's SBIC debentures recorded at fair value were the estimated market interest rates used to fair value each debenture using the yield valuation technique described above. As of June 30, 2020, all of the SBIC debentures previously accounted for on a fair value basis have been repaid.

        The following tables provide a summary of changes for the Level 3 SBIC debentures recorded at fair value for the six-month periods ended June 30, 2020 and 2019 (amounts in thousands):

Type of Instrument
 Fair Value
as of
December 31, 2019
 Repayments Net
Realized
Loss
 New SBIC
Debentures
 Net
Unrealized
(Appreciation)
Depreciation
 Fair Value
as of
June 30, 2020
 

SBIC debentures at fair value

 $21,927 $(22,000)$533 $ $(460)$ 


Type of Instrument
 Fair Value
as of
December 31, 2018
 Repayments Net
Realized
Loss
 New SBIC
Debentures
 Net
Unrealized
(Appreciation)
Depreciation
 Fair Value
as of
June 30, 2019
 

SBIC debentures at fair value

 $44,688 $(24,000)$5,689 $ $(4,945)$21,432 

Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        The following tables provide a summary of the significant unobservable inputs used to fair value Main Street's Level 3 SBIC debentures as of December 31, 2019 (amounts in thousands):

Type of Instrument
 Fair Value
as of
December 31, 2019
 Valuation Technique Significant Unobservable Inputs Range Weighted
Average
 

SBIC debentures

 $21,927 Discounted cash flow Estimated market interest rates 3.2% - 3.5%  3.2% 

        At June 30, 20202021 and December 31, 2019,2020, Main Street'sStreet’s investments and SBIC debentures at fair value were categorized as follows in the fair value hierarchy for ASC 820 purposes:

Fair Value Measurements

(in thousands)

    

    

Quoted Prices in

    

    

Significant

 

Active Markets for

 

Significant Other

 

Unobservable

 

Identical Assets

 

Observable Inputs

 

Inputs

At March 31, 2021

Fair Value

 

(Level 1)

(Level 2)

 

(Level 3)

LMM portfolio investments

$

1,328,605

$

$

$

1,328,605

Middle Market portfolio investments

 

418,119

 

 

 

418,119

Private Loan portfolio investments

 

741,196

 

 

 

741,196

Other Portfolio investments

 

142,228

 

 

 

142,228

External Investment Manager

 

117,220

 

 

 

117,220

Short-term portfolio investments

52,763

52,763

Total investments

$

2,800,131

$

$

52,763

$

2,747,368

    

Fair Value Measurements

(in thousands)

Quoted Prices in

Significant

 

Active Markets for

 

Significant Other

Unobservable

 

Identical Assets

 

Observable Inputs

 

Inputs

At December 31, 2020

Fair Value

    

(Level 1)

    

(Level 2)

    

(Level 3)

LMM portfolio investments

$

1,285,524

$

$

$

1,285,524

Middle Market portfolio investments

 

445,609

 

 

 

445,609

Private Loan portfolio investments

 

740,370

 

 

 

740,370

Other Portfolio investments

 

96,603

 

 

 

96,603

External Investment Manager

 

116,760

 

 

 

116,760

Total investments

$

2,684,866

$

$

$

2,684,866

67


 
  
 Fair Value Measurements 
 
  
 (in thousands)
 
At June 30, 2020
 Fair Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
 

LMM portfolio investments

 $1,188,005 $ $ $1,188,005 

Middle Market portfolio investments

  410,502      410,502 

Private Loan portfolio investments

  653,824      653,824 

Other Portfolio investments

  98,142      98,142 

External Investment Manager

  69,080      69,080 

Total investments

 $2,419,553 $ $ $2,419,553 


Table of Contents

 
  
 Fair Value Measurements 
 
  
 (in thousands)
 
At December 31, 2019
 Fair Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 Significant Other
Observable Inputs
(Level 2)
 Significant
Unobservable Inputs
(Level 3)
 

LMM portfolio investments

 $1,206,865 $ $ $1,206,865 

Middle Market portfolio investments

  522,083      522,083 

Private Loan portfolio investments

  692,117      692,117 

Other Portfolio investments

  106,739      106,739 

External Investment Manager

  74,520      74,520 

Total investments

 $2,602,324 $ $ $2,602,324 

SBIC debentures at fair value

 $21,927 $ $ $21,927 

Investment Portfolio Composition

Main Street'sStreet’s LMM portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Main Street'sStreet’s LMM portfolio companies generally have annual revenues between $10 million and $150 million, and its LMM investments generally range in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of between five and


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

seven years from the original investment date. In most LMM portfolio investments, Main Street receives nominally priced equity warrants and/or makes direct equity investments in connection with a debt investment.

Main Street'sStreet’s Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in Main Street'sStreet’s LMM portfolio. Main Street'sStreet’s Middle Market portfolio companies generally have annual revenues between $150 million and $1.5 billion, and its Middle Market investments generally range in size from $3 million to $20 million. Main Street'sStreet’s Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

Main Street'sStreet’s Private Loan portfolio investments are primarily debt securities in privately held companies whichthat have been originated through strategic relationships with other investment funds on a collaborative basis, and are often referred to in the debt markets as "club“club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments Main Street holds in its LMM portfolio and Middle Market portfolio. Main Street'sStreet’s Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

Main Street'sStreet’s Other Portfolio investments primarily consist of investments whichthat are not consistent with the typical profiles for its LMM, Middle Market andor Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, Main Street may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds. For Other Portfolio investments, Main Street generally receives distributions related to the assets held by the portfolio company. Those assets are typically expected to be liquidated over a five to ten-year period.

As needed, Main Street'sStreet’s Investment Portfolio may also include short-term portfolio investments that are atypical of Main Street’s LMM, Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital. Those assets are typically expected to be liquidated in one year or less. These short-term investments are not expected to be a significant portion of the overall Investment Portfolio.

Main Street’s external asset management business is conducted through its External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. Main Street entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with MSC Income Fund, Inc. (“MSC Income”), formerly known as HMS Income Fund, Inc. ("HMS Income"). Through this agreement, Main Street shares employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities. Main Street allocates the related expenses to the External Investment Manager pursuant to the sharing agreement. Main Street'sStreet’s total expenses for the three months ended June 30,March 31, 2021 and 2020 and 2019 are net of expenses allocated to the External Investment Manager of $1.8$2.4 million and $1.7$1.6 million, respectively. Main Street's total expenses for each of the six months ended June 30, 2020 and 2019 are net of expenses allocated to the External Investment Manager of $3.4 million.

Investment income, consisting of interest, dividends and fees, can fluctuate dramatically due to various factors, including the level of new investment activity, repayments of debt investments or sales of equity interests. Investment income in any given year could also be highly concentrated among several portfolio companies. For the three and six months ended June 30,March 31, 2021 and 2020, and 2019, Main Street did not record investment income from any single portfolio company in excess of 10% of total investment income.


68



MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The following tables provide a summary of Main Street'sStreet’s investments in the LMM, Middle Market and Private Loan portfolios as of June 30, 2020March 31, 2021 and December 31, 20192020 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager, all of which are discussed further below):

    

As of March 31, 2021

 

LMM (a)

Middle Market

Private Loan

 

(dollars in millions)

 

Number of portfolio companies

71

 

40

 

63

Fair value

$

1,328.6

 

$

418.1

 

$

741.2

Cost

$

1,129.1

 

$

454.8

 

$

767.1

Debt investments as a % of portfolio (at cost)

66.0

%

92.4

%

94.1

%

Equity investments as a % of portfolio (at cost)

34.0

%

7.6

%

5.9

%

% of debt investments at cost secured by first priority lien

98.2

%

93.4

%

96.8

%

Weighted-average annual effective yield (b)

11.5

%

7.9

%

8.7

%

Average EBITDA (c)

$

5.5

 

$

72.1

 

$

50.8


(a)At March 31, 2021, Main Street had equity ownership in approximately 99% of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 38%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of March 31, 2021, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield is higher than what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect Main Street’s expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, one Middle Market portfolio company and four Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

    

As of December 31, 2020

 

LMM (a)

Middle Market

Private Loan

 

(dollars in millions)

 

Number of portfolio companies

70

 

42

 

63

Fair value

$

1,285.5

 

$

445.6

 

$

740.4

Cost

$

1,104.6

 

$

488.9

 

$

769.0

Debt investments as a % of portfolio (at cost)

65.8

%

93.0

%

93.8

%

Equity investments as a % of portfolio (at cost)

34.2

%

7.0

%

6.2

%

% of debt investments at cost secured by first priority lien

98.1

%

92.4

%

95.4

%

Weighted-average annual effective yield (b)

11.6

%

7.9

%

8.7

%

Average EBITDA (c)

$

5.3

 

$

76.5

 

$

58.1


(a)At December 31, 2020, Main Street had equity ownership in approximately 99% of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 38%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2020, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield is higher than what an investor in shares of Main Street’s common stock will realize on its investment because it does not reflect Main Street’s expenses or any sales load paid by an investor.
(c)The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, one Middle Market portfolio company and four Private Loan portfolio companies, as

69


EBITDA is not a meaningful valuation metric for Main Street’s investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
 
 As of June 30, 2020 
 
 LMM(a) Middle Market Private Loan 
 
 (dollars in millions)
 

Number of portfolio companies

  69  44  64 

Fair value

 $1,188.0 $410.5 $653.8 

Cost

 $1,032.3 $516.5 $750.7 

% of portfolio at cost—debt

  65.5%  94.1%  93.1% 

% of portfolio at cost—equity

  34.5%  5.9%  6.9% 

% of debt investments at cost secured by first priority lien

  98.2%  92.1%  95.3% 

Weighted-average annual effective yield(b)

  11.6%  7.7%  8.7% 

Average EBITDA(c)

 $5.3 $78.1 $51.8 

(a)
At June 30, 2020,

As of March 31, 2021, Main Street had equity ownershipOther Portfolio investments in fourteen companies, collectively totaling approximately 99% of its LMM portfolio companies,$142.2 million in fair value and the average fully diluted equity ownershipapproximately $164.4 million in those portfolio companies wascost basis and which comprised approximately 41%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of June 30, 2020, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield is higher than what an investor in shares5.1% of Main Street's common stock will realize on its investment because it does not reflect Main Street's expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies, two Middle Market portfolio companies and four Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street's investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.
 
 As of December 31, 2019 
 
 LMM(a) Middle Market Private Loan 
 
 (dollars in millions)
 

Number of portfolio companies

  69  51  65 

Fair value

 $1,206.9 $522.1 $692.1 

Cost

 $1,002.2 $572.3 $734.8 

% of portfolio at cost—debt

  65.9%  94.8%  94.6% 

% of portfolio at cost—equity

  34.1%  5.2%  5.4% 

% of debt investments at cost secured by first priority lien

  98.1%  91.3%  95.4% 

Weighted-average annual effective yield(b)

  11.8%  8.6%  9.5% 

Average EBITDA(c)

 $5.1 $85.0 $57.8 

(a)
At December 31, 2019, Main Street had equity ownership in approximately 99% of its LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 42%.

Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investmentsStreet’s Investment Portfolio at cost asfair value. As of December 31, 2019, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. The weighted-average annual effective yield is higher than what an investor in shares of Main Street's common stock will realize on its investment because it does not reflect Main Street's expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, two Middle Market portfolio companies and three Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for Main Street's investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

        As of June 30, 2020, Main Street had Other Portfolio investments in twelve companies, collectively totaling approximately $98.1$96.6 million in fair value and approximately $126.4$124.7 million in cost basis and which comprised approximately 4.1%3.6% of Main Street'sStreet’s Investment Portfolio at fair value.

As of March 31, 2021, Main Street had short-term portfolio investments in ten companies, collectively totaling approximately $52.8 million in fair value and approximately $52.8 million in cost basis and which comprised approximately 1.9% of Main Street’s Investment Portfolio at fair value. As of December 31, 2019,2020, Main Street had Other Portfolio investments in eleven companies, collectively totaling approximately $106.7 million in fair value and approximately $118.4 million in cost basis and which comprised approximately 4.1% of Main Street's Investment Portfolio at fair value.held no short-term investments.

As discussed further in Note A.1., Main Street holds an investment in the External Investment Manager, a wholly owned subsidiary that is treated as a portfolio investment. As of June 30, 2020,March 31, 2021, there was no$29.5 million cost basis in this investment and the investment had a fair value of approximately $69.1$117.2 million, which comprised approximately 2.9%4.2% of Main Street'sStreet’s Investment Portfolio at fair value. As of December 31, 2019,2020, there was no$29.5 million cost basis in this investment and the investment had a fair value of approximately $74.5$116.8 million, which comprised approximately 2.9%4.3% of Main Street'sStreet’s Investment Portfolio at fair value.

The following tables summarize the composition of Main Street'sStreet’s total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of June 30, 2020March 31, 2021 and December 31, 20192020 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager).

Cost:

 

March 31, 2021

 

December 31, 2020

First lien debt

 

77.5

%  

77.0

%

Equity

 

19.4

%  

19.0

%

Second lien debt

 

1.9

%  

2.7

%

Equity warrants

 

0.4

%  

0.5

%

Other

 

0.8

%  

0.8

%

 

100.0

%  

100.0

%

Fair Value:

 

March 31, 2021

 

December 31, 2020

 

First lien debt

 

70.0

%  

70.0

%

 

Equity

 

27.2

%  

26.4

%

 

Second lien debt

 

1.7

%  

2.4

%

 

Equity warrants

 

0.4

%  

0.4

%

 

Other

 

0.7

%  

0.8

%

 

 

100.0

%  

100.0

%

 

Cost:
 June 30, 2020 December 31, 2019 

First lien debt

  77.4%  78.2% 

Equity

  18.5%  17.2% 

Second lien debt

  3.1%  3.5% 

Equity warrants

  0.5%  0.6% 

Other

  0.5%  0.5% 

  100.0%  100.0% 

Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)


Fair Value:
 June 30, 2020 December 31, 2019 

First lien debt

  69.8%  70.1% 

Equity

  26.5%  26.0% 

Second lien debt

  2.8%  3.0% 

Equity warrants

  0.4%  0.4% 

Other

  0.5%  0.5% 

  100.0%  100.0% 

The following tables summarize the composition of Main Street'sStreet’s total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments by geographic region of the United States and other countries at cost and fair value as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments, as of June 30, 2020March 31, 2021 and December 31, 20192020 (this

70


information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager). The geographic composition is determined by the location of the corporate headquarters of the portfolio company.

Cost:
 June 30, 2020 December 31, 2019 

 

March 31, 2021

 

December 31, 2020

 

Southwest

 25.9% 25.0% 

 

23.3

%  

24.3

%

 

Northeast

 

20.9

%  

22.6

%

 

West

 21.5% 24.6% 

 

21.5

%  

21.0

%

 

Midwest

 19.6% 20.6% 

 

19.0

%  

18.2

%

 

Northeast

 18.2% 14.8% 

Southeast

 13.1% 13.2% 

 

13.0

%  

12.8

%

 

Canada

 1.2% 1.2% 

 

2.3

%  

1.1

%

 

Other Non-United States

 0.5% 0.6% 

 

0.0

%  

0.0

%

 

 

100.0

%  

100.0

%

 

 100.0% 100.0% 


Fair Value:
 June 30, 2020 December 31, 2019 

 

March 31, 2021

 

December 31, 2020

 

Southwest

 26.6% 26.7% 

 

24.3

%  

24.7

%

 

West

 22.2% 25.1% 

 

21.8

%  

21.4

%

 

Northeast

 

20.0

%  

21.7

%

 

Midwest

 19.6% 20.6% 

 

20.4

%  

19.7

%

 

Northeast

 18.2% 14.4% 

Southeast

 11.8% 11.6% 

 

11.4

%  

11.5

%

 

Canada

 1.1% 1.1% 

 

2.1

%  

1.0

%

 

Other Non-United States

 0.5% 0.5% 

 

0.0

%  

0.0

%

 

 

100.0

%  

100.0

%

 

 100.0% 100.0% 

Main Street'sStreet’s LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments are in companies conducting business in a variety of industries. The following tables summarize the composition of Main Street'sStreet’s total combined LMM portfolio investments, Middle Market portfolio investments and

71


Private Loan portfolio investments by industry at cost and fair value


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

as of June 30, 2020March 31, 2021 and December 31, 20192020 (this information excludes the Other Portfolio, short-term portfolio investments and the External Investment Manager).

Cost:

March 31, 2021

December 31, 2020

Construction & Engineering

 

7.4

%  

6.0

%

Machinery

 

6.3

%  

6.4

%

Health Care Providers & Services

 

5.5

%  

5.1

%

Internet Software & Services

 

5.3

%  

5.2

%

Professional Services

 

4.7

%  

5.1

%

Aerospace & Defense

 

4.6

%  

5.9

%

Energy Equipment & Services

 

4.5

%  

4.5

%

Software

 

4.5

%  

4.4

%

Specialty Retail

 

4.3

%  

3.1

%

Commercial Services & Supplies

 

4.2

%  

4.7

%

Leisure Equipment & Products

 

4.1

%  

4.2

%

IT Services

 

3.6

%  

4.0

%

Communications Equipment

 

3.3

%  

3.3

%

Oil, Gas & Consumable Fuels

 

2.7

%  

3.2

%

Hotels, Restaurants & Leisure

 

2.7

%  

2.6

%

Food Products

 

2.3

%  

2.6

%

Tobacco

 

2.2

%  

2.2

%

Media

 

2.1

%  

2.1

%

Distributors

 

2.1

%  

2.1

%

Diversified Financial Services

 

2.1

%  

2.1

%

Building Products

 

2.1

%  

1.4

%

Electronic Equipment, Instruments & Components

 

1.9

%  

1.9

%

Diversified Telecommunication Services

 

1.7

%  

2.6

%

Computers & Peripherals

 

1.6

%  

1.5

%

Containers & Packaging

 

1.5

%  

1.6

%

Life Sciences Tools & Services

 

1.3

%  

1.4

%

Household Durables

 

1.3

%  

1.3

%

Trading Companies & Distributors

 

1.2

%  

1.2

%

Diversified Consumer Services

 

1.0

%  

1.0

%

Transportation Infrastructure

 

1.0

%  

1.0

%

Food & Staples Retailing

1.0

%  

1.0

%

Electrical Equipment

1.0

%  

0.8

%

Other (1)

4.9

%  

4.5

%

 

100.0

%  

100.0

%


(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

Cost:
 June 30, 2020 December 31, 2019 

Machinery

  7.5%  7.7% 

Commercial Services & Supplies

  5.3%  6.1% 

Aerospace & Defense

  5.1%  4.9% 

Energy Equipment & Services

  5.0%  5.4% 

Professional Services

  5.0%  2.9% 

Health Care Providers & Services

  4.8%  4.5% 

Construction & Engineering

  4.7%  5.4% 

Internet Software & Services

  4.3%  4.1% 

Media

  4.1%  5.3% 

IT Services

  4.0%  4.6% 

Diversified Telecommunication Services

  3.9%  3.9% 

Leisure Equipment & Products

  3.9%  3.8% 

Hotels, Restaurants & Leisure

  3.8%  3.7% 

Software

  3.5%  2.4% 

Electronic Equipment, Instruments & Components

  3.4%  3.5% 

Communications Equipment

  3.4%  3.1% 

Oil, Gas & Consumable Fuels

  3.3%  3.6% 

Specialty Retail

  3.0%  3.1% 

Food Products

  2.9%  3.0% 

Distributors

  2.5%  1.1% 

Diversified Financial Services

  1.9%  1.9% 

Containers & Packaging

  1.7%  1.7% 

Computers & Peripherals

  1.5%  2.3% 

Trading Companies & Distributors

  1.3%  0.0% 

Diversified Consumer Services

  1.1%  0.4% 

Transportation Infrastructure

  1.1%  1.0% 

Food & Staples Retailing

  1.1%  1.0% 

Chemicals

  1.0%  1.0% 

Internet & Catalog Retail

  1.0%  0.9% 

Building Products

  0.9%  1.3% 

Construction Materials

  0.4%  1.0% 

Road & Rail

  0.4%  1.4% 

Other(1)

  3.2%  4.0% 

  100.0%  100.0% 

72


(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Fair Value:
 June 30, 2020 December 31, 2019 

March 31, 2021

December 31, 2020

Machinery

 9.8% 9.9% 

 

8.0

%  

8.1

%

Construction & Engineering

 5.2% 5.6% 

 

7.4

%  

6.1

%

Health Care Providers & Services

 

5.4

%  

5.2

%

Software

 

4.7

%  

4.6

%

Internet Software & Services

 

4.6

%  

4.5

%

Specialty Retail

 

4.6

%  

3.4

%

Aerospace & Defense

 5.1% 4.7% 

 

4.3

%  

5.7

%

Commercial Services & Supplies

 4.6% 5.5% 

 

4.1

%  

4.5

%

Health Care Providers & Services

 4.5% 4.3% 

Leisure Equipment & Products

 

4.0

%  

4.0

%

Professional Services

 

3.6

%  

4.0

%

IT Services

 3.9% 4.8% 

 

3.4

%  

3.8

%

Diversified Consumer Services

 

3.2

%  

3.0

%

Computers & Peripherals

 

3.1

%  

2.9

%

Energy Equipment & Services

 3.9% 4.9% 

 

3.0

%  

3.0

%

Software

 3.9% 2.7% 

Internet Software & Services

 3.8% 3.8% 

Communications Equipment

 

2.8

%  

2.7

%

Media

 3.8% 4.7% 

 

2.5

%  

2.5

%

Professional Services

 3.8% 2.2% 

Leisure Equipment & Products

 3.5% 3.5% 

Specialty Retail

 3.3% 3.4% 

Oil, Gas & Consumable Fuels

 

2.3

%  

2.7

%

Diversified Financial Services

 

2.3

%  

2.3

%

Hotels, Restaurants & Leisure

 

2.2

%  

2.0

%

Distributors

 

2.1

%  

2.1

%

Tobacco

 

2.1

%  

2.1

%

Building Products

 

2.1

%  

1.4

%

Food Products

 

2.0

%  

2.2

%

Diversified Telecommunication Services

 3.3% 3.3% 

 

1.6

%  

2.0

%

Computers & Peripherals

 3.2% 3.8% 

Diversified Consumer Services

 3.1% 2.2% 

Oil, Gas & Consumable Fuels

 2.9% 3.2% 

Communications Equipment

 2.9% 2.7% 

Containers & Packaging

 

1.6

%  

1.7

%

Life Sciences Tools & Services

 

1.3

%  

1.4

%

Household Durables

 

1.3

%  

1.3

%

Construction Materials

 

1.2

%  

1.4

%

Electronic Equipment, Instruments & Components

 2.7% 2.7% 

 

1.2

%  

1.3

%

Hotels, Restaurants & Leisure

 2.6% 3.3% 

Food Products

 2.6% 2.7% 

Distributors

 2.4% 1.0% 

Diversified Financial Services

 2.2% 2.1% 

Containers & Packaging

 1.9% 1.7% 

Trading Companies & Distributors

 1.2% 0.0% 

1.2

%  

1.2

%  

Construction Materials

 1.1% 1.5% 

Transportation Infrastructure

 1.1% 1.0% 

1.0

%  

1.0

%  

Food & Staples Retailing

 1.1% 1.0% 

1.0

%  

0.9

%  

Building Products

 1.0% 1.2% 

Air Freight & Logistics

 1.0% 0.8% 

Chemicals

 1.0% 0.9% 

Road & Rail

 0.6% 1.5% 

Other(1)

 3.0% 3.4% 

Electrical Equipment

1.0

%  

0.8

%  

Other (1)

3.8

%  

4.2

%  

100.0

%  

100.0

%  

 100.0% 100.0% 

(1)Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.
(1)
Includes various industries with each industry individually less than 1.0% of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at each date.

At June 30, 2020March 31, 2021 and December 31, 2019,2020, Main Street had no portfolio investment that was greater than 10% of the Investment Portfolio at fair value.


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Unconsolidated Significant Subsidiaries

        In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, Main Street must determine which of its unconsolidated controlled portfolio companies, if any, are considered "significant subsidiaries." On May 20, 2020, the SEC published in Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, amendments to Rule 1-02(w)(2) of Regulation S-X used in the determination of a significant subsidiary specific to investment companies, including BDCs. The amendments become effective on January 1, 2021, but the SEC allowed for early application. Main Street elected to apply these revisions effective June 30, 2020. In evaluating its unconsolidated controlled portfolio companies in accordance with the revised rules,Regulation S-X, there are two tests that Main Street must utilize to determine if any of Main Street'sStreet’s Control Investments (as defined in Note A, including those unconsolidated portfolio companies defined as Control Investments in which Main Street does not own greater than 50% of the voting securities or maintain greater than 50% of the board representation) are considered significant subsidiaries: the investment test and the income test. The investment test is generally measured by dividing Main Street'sStreet’s investment in the Control Investment by the value of Main Street'sStreet’s total assets.investments. The income test is generally measured by dividing the absolute value of the combined totalsum of total investment income, net realized gain (loss) and net unrealized appreciation (depreciation) from the relevant Control Investment for the period being tested by the absolute value of Main Street'sStreet’s change in net assets resulting from operations for the same period. Rules 3-09 and 4-08(g) of Regulation S-X as interpreted by the SEC, requirerequires Main Street to include (1) separate audited financial statements of an unconsolidated majority-owned subsidiary (Control Investments in which Main Street owns greater than 50% of the voting securities) in an annual report and

73


(2) summarized financial information of a Control Investment in a quarterly report, respectively, if certain thresholds of the investment or income tests are exceeded and the unconsolidated portfolio company qualifies as a significant subsidiary.

As of June 30, 2020March 31, 2021 and December 31, 2019,2020, Main Street had no single investment that qualified as a significant subsidiary under either the investment or income tests.

NOTE D—EXTERNAL INVESTMENT MANAGER

As discussed further in Note A.1.,A.1 and Note C, the External Investment Manager provides investment management and other services to External Parties. The External Investment Manager is accounted for as a portfolio investment of MSCC since the External Investment Manager conducts all of its investment management activities for External Parties.

During May 2012, Main Street entered into an investment sub-advisory agreement with HMS Adviser, LP ("(“HMS Adviser"Adviser”), which iswas the investment advisor to HMSMSC Income a non-listed BDC,at the time, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow it to own a registered investment adviser, Main Street assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on MSCC'sMSCC’s ability to meet the source-of-income requirement necessary for it to maintain its RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager iswas entitled to 50% of the annual base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with MSC Income. Effective October 30, 2020, the External Investment Manager and HMS Income. Adviser consummated the transactions contemplated by that certain asset purchase agreement by and among the External Investment Manager, HMS Adviser and the other parties thereto whereby the External Investment Manager became the sole investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into between the External Investment Manager and MSC Income (the “Advisory Agreement”). The Advisory Agreement includes a 1.75% annual management fee, reduced from 2.00%, and the same incentive fee as under MSC Income’s prior advisory agreement with HMS Adviser, with the External Investment Manager receiving 100% of such fee income (increased from 50% previously).

As described more fully in Note L – Related Party Transactions, the External Investment Manager launched and closed its first private fund. The External Investment Manager entered into an Investment Management Agreement in December 2020 with MS Private Loan Fund I, LP, a private investment fund with a strategy to invest in Private Loan portfolio investments (the “Private Loan Fund”), pursuant to which the External Investment Manager provides investment advisory and management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees. As of March 31, 2021, the Private Loan Fund is in the early stages of fund raising.

During the three months ended June 30,March 31, 2021 and 2020, and 2019, the External Investment Manager earned $2.3$3.9 million and $4.1$2.5 million, respectively, in base management fee income. No incentive fee income was earned in the three months ended June 30, 2020 compared to $1.3 million earned in the three


Table of ContentsMarch 31, 2021 and 2020.


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE D—EXTERNAL INVESTMENT MANAGER (Continued)

months ended June 30, 2019. During the six months ended June 30, 2020, the External Investment Manager earned $4.8 million in base management fee income and no incentive fees compared to $5.7 million of base management fees and $1.4 million in incentive fees for the comparable period in 2019 under the sub-advisory agreement with HMS Adviser.

The investment in the External Investment Manager is accounted for using fair value accounting, with the fair value determined by Main Street and approved, in good faith, by Main Street'sStreet’s Board of Directors. Main Street determines the fair value of the External Investment Manager using the Waterfall valuation method under the market approach (see further discussion in Note B.1.). Any change in fair value of the investment in the External Investment Manager is recognized on Main Street'sStreet’s consolidated statements of operations in "Net“Net Unrealized Appreciation (Depreciation)—Control investments."

The External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC'sMSCC’s consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for financial reporting purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. Main Street owns the External Investment Manager through the Taxable Subsidiary to allow MSCC to continue to comply with the "source-of-income" “source-of-income”

74


requirements contained in the RIC tax provisions of the Code. The taxable income, or loss, of the External Investment Manager may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. As a result of the above described financial reporting and tax treatment, the External Investment Manager provides for any income tax expense, or benefit, and any tax assets or liabilities in its separate financial statements.

Main Street shares employees with the External Investment Manager and allocates costs related to such shared employees to the External Investment Manager generally based on a combination of the direct time spent, new investment origination activity and assets under management, depending on the nature of the expense. For the three months ended June 30,March 31, 2021 and 2020, and 2019, Main Street allocated $1.8$2.4 million and $1.7$1.6 million of total expenses, respectively, to the External Investment Manager. For each of the six months ended June 30, 2020 and 2019, Main Street allocated $3.4 million of total expenses to the External Investment Manager. The total contribution of the External Investment Manager to Main Street'sStreet’s net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30,March 31, 2021 and 2020, and 2019, the total contribution to Main Street'sStreet’s net investment income was $2.2$3.6 million and $3.6$2.3 million, respectively. For the six months ended June 30, 2020, and 2019, the total contribution to Main Street's net investment income was $4.5 million and $6.2 million, respectively.


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Summarized financial information from the separate financial statements of the External Investment Manager as of June 30, 2020March 31, 2021 and December 31, 20192020 and for the three and six months ended June 30,March 31, 2021and 2020 and 2019 is as follows:

As of 

As of 

March 31, 

December 31, 

    

2021

    

2020

(dollars in thousands)

Cash

$

$

Accounts receivable—MSC Income Fund

 

3,944

 

3,520

Total assets

$

3,944

$

3,520

Accounts payable to MSCC and its subsidiaries

$

2,765

$

2,423

Dividend payable to MSCC and its subsidiaries

 

1,179

 

1,097

Equity

 

 

Total liabilities and equity

$

3,944

$

3,520

Three Months Ended

March 31, 

    

2021

    

2020

    

(dollars in thousands)

Management fee income

$

3,903

$

2,499

Incentive fees

 

 

Total revenues

 

3,903

 

2,499

Expenses allocated from MSCC or its subsidiaries:

 

  

Salaries, share‑based compensation and other personnel costs

(2,043)

(1,060)

Other G&A expenses

(337)

(584)

Total allocated expenses

 

(2,380)

 

(1,644)

Pre‑tax income

 

1,523

 

855

Tax expense

 

(344)

 

(195)

Net income

$

1,179

$

660

75


 
 As of
June 30,
2020
 As of
December 31,
2019
 
 
 (dollars in thousands)
 

Cash

 $ $ 

Accounts receivable—HMS Income

  4,836  2,708 

Total assets

 $4,836 $2,708 

Accounts payable to MSCC and its subsidiaries

 $3,780 $1,592 

Dividend payable to MSCC and its subsidiaries

  1,056  1,116 

Equity

     

Total liabilities and equity

 $4,836 $2,708 


Table of Contents

 
 Three Months Ended June 30, Six Months Ended June 30, 
 
 2020 2019 2020 2019 
 
 (dollars in thousands)
 

Management fee income

 $2,323 $2,800 $4,822 $5,677 

Incentive fees

    1,294    1,374 

Total revenues

  2,323  4,094  4,822  7,051 

Expenses allocated from MSCC or its subsidiaries:

             

Salaries, share-based compensation and other personnel costs

  (1,127) (1,121) (2,187) (2,176)

Other G&A expenses

  (677) (586) (1,261) (1,174)

Total allocated expenses

  (1,804) (1,707) (3,448) (3,350)

Other direct G&A expenses

         

Total expenses

  (1,804) (1,707) (3,448) (3,350)

Pre-tax income

  519  2,387  1,374  3,701 

Tax expense

  (123) (526) (318) (820)

Net income

 $396 $1,861 $1,056 $2,881 

NOTE E—DEBT

Summary of debt as of March 31, 2021 is as follows:

    

Outstanding Balance

    

Unamortized Debt Issuance (Costs)/Premiums

    

Recorded Value

    

Estimated Fair Value (1)

(in thousands)

SBIC Debentures

$

290,000

$

(6,052)

$

283,948

$

279,959

Credit Facility

87,000

-

87,000

87,000

4.50% Notes due in 2022

185,000

(1,012)

183,988

193,625

5.20% Notes due 2024

450,000

1,681

451,681

484,781

3.00% Notes due 2026

300,000

(5,052)

294,948

297,474

Total Debt

$

1,312,000

$

(10,435)

$

1,301,565

$

1,342,839


(1)Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.11. – Fair Value of Financial Instruments.

Summary of debt as of December 31, 2020 is as follows:

    

Outstanding Balance

    

Unamortized Debt Issuance (Costs)/Premiums

    

Recorded Value

    

Estimated Fair Value (1)

(in thousands)

SBIC Debentures

$

309,800

$

(5,828)

$

303,972

$

309,907

Credit Facility

269,000

-

269,000

269,000

4.50% Notes due 2022

185,000

(1,164)

183,836

194,938

5.20% Notes due 2024

450,000

1,817

451,817

488,102

Total Debt

$

1,213,800

$

(5,175)

$

1,208,625

$

1,261,947


(1)Estimated fair value for outstanding debt if Main Street had adopted the fair value option under ASC 825. See discussion of the methods used to estimate the fair value of Main Street’s debt in Note B.11. – Fair Value of Financial Instruments.

Summarized interest expense for the three months ended March 31, 2021 and 2020 is as follows (in thousands):

Three Months Ended March 31, 

    

2021

    

2020

SBIC Debentures

$

2,741

$

3,018

Credit Facility

967

2,939

4.50% Notes Due 2022

2,233

2,233

5.20% Notes Due 2024

5,714

4,251

3.00% Notes due in 2026

2,149

-

Total Interest Expense

$

13,804

$

12,441

SBIC Debentures

Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Main Street'sStreet’s SBIC debentures payable, under existing SBA-approved commitments, were $314.8$290.0 million and $311.8$309.8 million at June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. SBIC debentures provide for interest to be paid semiannually, with principal

76


due at the applicable 10-year maturity date of each debenture. During the sixthree months ended June 30, 2020,March 31, 2021, Main Street issued $25.0$20.2 million of SBIC debentures and opportunistically prepaid the remaining $22.0$40.0 million of existing MSC IISBIC debentures that were scheduled to mature over the next year as part of an effort to manage the maturity dates of the oldest SBIC debentures. As a result of this prepayment, Main Street recognized a realized loss of $0.5 million, due


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

primarily to the write-off of the related unamortized deferred financing costs. Main Street expects to issue new SBIC debentures under the SBIC program in the future in an amount up to the regulatory maximum amount for affiliated SBIC funds. The weighted-average annual interest rate on the SBIC debentures was 3.5%3.2% and 3.6%3.4% as of June 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. The first principal maturity due under the existing SBIC debentures is in 2020,2023, and the weighted-average remaining duration as of June 30, 2020March 31, 2021 was approximately 5.3 6.2��years. For the three months ended June 30, 2020 and 2019, Main Street recognized interest expense, including the amortization of upfront leverage and other miscellaneous fees, attributable to the SBIC debentures of $3.0 million and $3.2 million, respectively. For the six months ended June 30, 2020 and 2019, Main Street recognized interest expense, including the amortization of upfront leverage and other miscellaneous fees, attributable to the SBIC debentures of $6.0 million and $6.5 million, respectively. In accordance with SBIC regulations, the Funds are precluded from incurring additional non-SBIC debt without the prior approval of the SBA.

As of June 30, 2020, the recorded value ofMarch 31, 2021, the SBIC debentures was $308.8 million, which consisted of (i) $139.8$115.0 million par value of SBIC debentures outstanding issued by MSMF, with a recorded value of $138.4$113.1 million that was net of unamortized debt issuance costs of $1.4$1.9 million and (ii) $175.0 million par value of SBIC debentures issued by MSC III with a recorded value of $170.4$170.9 million that was net of unamortized debt issuance costs of $4.6$4.1 million. As of June 30, 2020, if Main Street had adopted the fair value option under ASC 825 for its SBIC debentures, Main Street estimates the fair value of its SBIC debentures would be approximately $290.1 million, or $24.7 million less than the $314.8 million face value of the SBIC debentures.

Credit Facility

Main Street maintains the Credit Facility to provide additional liquidity to support its investment and operational activities. TheAs of March 31, 2021, the Credit Facility includesincluded total commitments of $740.0$780.0 million from a diversified group of 18 lenders. The Credit Facility matures19 lenders, was set to mature in September 2023 and containscontained an accordion feature which allowsallowed Main Street to increase the total commitments under the facility to up to $800.0 million from new and existing lenders on the same terms and conditions as the existing commitments.

        Borrowings See Note M for discussion of the recent amendment to the Credit Facility, made subsequent to March 31, 2021, that increased commitments under the Credit Facility bearand extended its revolving period and final maturity date, among other items.

As of March 31, 2021, borrowings under the Credit Facility bore interest, subject to Main Street'sStreet’s election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable LIBOR rate (0.2%(0.1% as of June 30, 2020)the most recent reset date for the period ended March 31, 2021) plus (i) 1.875% (or the applicable base rate (Prime Rate of 3.25% as of June 30, 2020)March 31, 2021) plus 0.875%) as long as Main Street meets certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base rate plus 1.0%) otherwise. Main Street pays unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility iswas secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. TheAs of March 31, 2021, the Credit Facility containscontained certain affirmative and negative covenants, including but not limited to: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an asset coverage ratio (tangible net worth to Credit Facility borrowings) of at least 1.5 to 1.0 and (iv) maintaining a minimum tangible net worth. The Credit Facility iswas provided on a revolving basis through its finalthen-scheduled maturity date in September 2023, and containscontained two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including lender approval.


Table See Note M for discussion of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

        At June 30, 2020, Main Street had $315.0 million in borrowings outstanding under the Credit Facility. As of June 30, 2020, if Main Street had adopted the fair value option under ASC 825 for its Credit Facility, Main Street estimates its fair value would approximate its recorded value. Main Street recognized interest expense relatedrecent amendment to the Credit Facility, including unused commitment feesmade subsequent to March 31, 2021, that increased commitments under the Credit Facility and amortization of deferred issuance costs, of $2.4 millionextended its revolving period and $2.2 million for the three months ended June 30, 2020 and 2019, respectively, and $5.4 million and $6.4 million for the six months ended June 30, 2020 and 2019, respectively. final maturity date, among other items.

As of June 30, 2020,March 31, 2021, the interest rate on the Credit Facility was 2.0% (based on the LIBOR rate of 0.2%0.1% as of the most recent reset date plus 1.875%). The average interest rate for borrowings under the Credit Facility was 2.4%2.0% and 4.4%3.5% for the three months ended June 30,March 31, 2021 and 2020, and 2019, respectively, and 3.0% and 4.4%, for the six months ended June, 2020 and 2019, respectively. As of June 30, 2020,March 31, 2021, Main Street was in compliance with all financial covenants of the Credit Facility.

4.50% Notes due 2019

        In November 2014, Main Street issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes due 2019") at an issue price of 99.53%. The 4.50% Notes due 2019 bore interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. On December 2, 2019, Main Street repaid the entire principal amount of the issued and outstanding 4.50% Notes due 2019, effective December 1, 2019 (the "Maturity Date"), at par value plus the accrued and unpaid interest thereon from June 1, 2019 through the Maturity Date. Main Street recognized no interest expense related to the 4.50% Notes due 2019, including amortization of unamortized deferred issuance costs, for the three and six months ended June 30, 2020 and $2.1 million and $4.3 million for the three and six months ended June 30, 2019, respectively.

4.50% Notes due 2022

In November 2017, Main Street issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the "4.50%“4.50% Notes due 2022"2022”) at an issue price of 99.16%. The 4.50% Notes due 2022 are unsecured obligations and rank pari passu with Main Street'sStreet’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 4.50% Notes due 2022; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness,

77


including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes due 2022 may be redeemed in whole or in part at any time at Main Street'sStreet’s option subject to certain make-whole provisions. The 4.50% Notes due 2022 bear interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. The total net proceeds from the 4.50% Notes due 2022, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $182.2 million. Main Street may from time to time repurchase the 4.50% Notes due 2022 in accordance with the 1940 Act and the rules promulgated thereunder. As of June 30, 2020, the outstanding balance of the 4.50% Notes due 2022 was $185.0 million and the recorded value of $183.5 million was net of unamortized debt issuance costs of $1.5 million. As of June 30, 2020, if Main Street had adopted the fair value option under ASC 825 for the 4.50% Notes due 2022, Main Street estimates its fair value would be approximately $187.1 million. Main Street recognized interest expense related to the 4.50% Notes due 2022, including amortization of unamortized deferred issuance costs, of $2.2 million for each of the


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

three months ended June 30, 2020 and 2019 and $4.5 million for each of the six months ended June 30, 2020 and 2019.

The indenture governing the 4.50% Notes due 2022 (the "4.50%“4.50% Notes due 2022 Indenture"Indenture”) contains certain covenants, including covenants requiring Main Street'sStreet’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 4.50% Notes due 2022 and the Trusteetrustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes due 2022 Indenture. As of June 30, 2020,March 31, 2021, Main Street was in compliance with these covenants.

5.20% Notes due 2024

In April 2019, Main Street issued $250.0 million in aggregate principal amount of 5.20% unsecured notes due May 1, 2024 (the "5.20% Notes"“5.20% Notes”) at an issue price of 99.125%. Subsequently, in December 2019, Main Street issued an additional $75.0 million aggregate principal amount of the 5.20% Notes at an issue price of 105.0% and, in July 2020, Main Street issued an additional $125.0 million aggregate principal amount at an issue price of 102.674%. The 5.20% Notes issued in December 2019 and July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019. The 5.20% Notes are unsecured obligations and rank pari passu with Main Street'sStreet’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 5.20% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be redeemed in whole or in part at any time at Main Street'sStreet’s option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each year. The total net proceeds from the 5.20% Notes, resulting from the issue price and after underwriting discountsnet issue price premiums and estimated offering expenses payable, were approximately $324.1$451.4 million. Main Street may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of June 30, 2020, the outstanding balance of the 5.20% Notes was $325.0 million and the recorded value of $324.5 million was net of unamortized debt issuance costs of $0.5 million. As of June 30, 2020, if Main Street had adopted the fair value option under ASC 825 for the 5.20% Notes, Main Street estimates its fair value would be approximately $332.8 million. Main Street recognized interest expense related to the 5.20% Notes, including amortization of unamortized deferred issuance costs, of $4.3 million and $2.6 million for the three months ended June 30, 2020 and 2019, respectively, and $8.5 million and $2.6 million for the six months ended June 30, 2020 and 2019, respectively.

The indenture governing the 5.20% Notes (the "5.20%“5.20% Notes Indenture"Indenture”) contains certain covenants, including covenants requiring Main Street'sStreet’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 5.20% Notes and the Trusteetrustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 5.20% Notes Indenture. As of June 30, 2020,March 31, 2021, Main Street was in compliance with these covenants.

3.00% Notes due 2026

In January 2021, Main Street issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “3.00% Notes”) at an issue price of 99.004%. The total net proceeds from the 3.00% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $294.8 million. The 3.00% Notes are unsecured obligations and rank pari passu with Main Street’s current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 3.00% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 3.00% Notes may be redeemed in whole or in part at any time at Main Street’s option subject to certain make-whole provisions. The 3.00% Notes bear interest at a rate of 3.00% per year


78


payable semiannually on January 14 and July 14 of each year. Main Street may from time to time repurchase the 3.00% Notes in accordance with the 1940 Act and the rules promulgated thereunder.


MAIN STREET CAPITAL CORPORATION
The indenture governing the 3.00% Notes (the “3.00% Notes Indenture”) contains certain covenants, including covenants requiring Main Street’s compliance with (regardless of whether Main Street is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring Main Street to provide financial information to the holders of the 3.00% Notes and the trustee if Main Street ceases to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 3.00% Notes Indenture. As of March 31, 2021, Main Street was in compliance with these covenants.

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE F—FINANCIAL HIGHLIGHTS

    

Three Months Ended March 31, 

    

Per Share Data:

    

2021

    

2020

    

NAV at the beginning of the period

$

22.35

$

23.91

Net investment income(1)

 

0.58

 

0.57

Net realized loss(1)(2)

 

(0.23)

 

(0.35)

Net unrealized appreciation (depreciation)(1)(2)

 

0.50

 

(3.00)

Income tax benefit (provision)(1)(2)

 

(0.01)

 

0.12

Net increase (decrease) in net assets resulting from operations(1)

 

0.84

 

(2.66)

Dividends paid

 

(0.62)

 

(0.62)

Accretive effect of stock offerings (issuing shares above NAV per share)

 

0.01

 

0.03

Accretive effect of DRIP issuance (issuing shares above NAV per share)

 

0.02

 

0.03

Other(3)

 

0.05

 

0.04

NAV at the end of the period

$

22.65

$

20.73

Market value at the end of the period

$

39.15

$

20.51

Shares outstanding at the end of the period

 

68,000,898

 

64,462,649


(1)Based on weighted-average number of common shares outstanding for the period.
(2)Net realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.
(3)Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.

 
 Six Months Ended June 30, 
Per Share Data:
 2020 2019 

NAV at the beginning of the period

 $23.91 $24.09 

Net investment income(1)

  1.04  1.27 

Net realized loss(1)(2)

  (0.48) (0.22)

Net unrealized appreciation (depreciation)(1)(2)

  (2.78) 0.34 

Income tax benefit (provision)(1)(2)

  0.25  (0.11)

Net increase (decrease) in net assets resulting from operations(1)

  (1.97) 1.28 

Dividends paid

  (1.23) (1.44)

Impact of the net change in monthly dividends declared prior to the end of the period and paid in the subsequent period

    (0.01)

Accretive effect of stock offerings (issuing shares above NAV per share)

  0.17  0.25 

Accretive effect of DRIP issuance (issuing shares above NAV per share)

  0.05  0.05 

Other(3)

  (0.08) (0.05)

NAV at the end of the period

 $20.85 $24.17 

Market value at the end of the period

 $20.51 $41.12 

Shares outstanding at the end of the period

  65,763,805  62,925,132 

Three Months Ended March 31, 

2021

   

2020

(dollars in thousands)

NAV at end of period

$

1,540,164

$

1,336,170

Average NAV

$

1,527,466

$

1,436,280

Average outstanding debt

$

1,263,950

$

1,100,800

Ratio of total expenses, including income tax expense, to average NAV (1) (2)

1.55

%

0.79

%

Ratio of operating expenses to average NAV (2) (3)

1.51

%

1.36

%

Ratio of operating expenses, excluding interest expense, to average NAV (2) (3)

0.61

%

0.50

%

Ratio of net investment income to average NAV (2)

2.60

%

2.54

%

Portfolio turnover ratio (2)

4.92

%

5.57

%

Total investment return (2) (4)

23.52

%

(51.61)

%

Total return based on change in NAV (2) (5)

3.79

%

(11.16)

%


(1)Total expenses are the sum of operating expenses and net income tax provision/benefit. Net income tax provision/benefit includes the accrual of net deferred tax provision/benefit relating to the net unrealized appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is

79


(1)
Based on weighted-average number of common shares outstanding for the period.

(2)
Net realized gains or losses, net unrealized appreciation or depreciation, and income taxes can fluctuate significantly from period to period.

(3)
Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
 
 Six Months Ended June 30, 
 
 2020 2019 
 
 (dollars in thousands)
 

NAV at end of period

 $1,370,944 $1,521,082 

Average NAV

 $1,414,501 $1,506,543 

Average outstanding debt

 $1,119,229 $1,025,943 

Ratio of total expenses, including income tax expense, to average NAV(1)(2)

  3.96% 3.32%

Ratio of operating expenses to average NAV(2)(3)

  2.85% 2.89%

Ratio of operating expenses, excluding interest expense, to average NAV(2)(3)

  1.13% 1.28%

Ratio of net investment income to average NAV(2)

  4.80% 2.36%

Portfolio turnover ratio(2)

  9.44% 9.54%

Total investment return(2)(4)

  (24.97)% 26.15%

Total return based on change in NAV(2)(5)

  (8.34)% 5.40%

(1)
Total expenses are the sum of operating expenses and net income tax provision/benefit. Net income tax provision/benefit includes the accrual of net deferred tax provision/benefit relating to the net

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required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.
(2)Not annualized.
(3)Unless otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses allocated to the External Investment Manager.
(4)Total investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street’s dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.
(5)Total return is based on change in net asset value as calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, as divided by the beginning net asset value. Non-operating changes include any items that affect net asset value other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

    unrealized appreciation/depreciation on portfolio investments held in Taxable Subsidiaries and due to the change in the loss carryforwards, which are non-cash in nature and may vary significantly from period to period. Main Street is required to include net deferred tax provision/benefit in calculating its total expenses even though these net deferred taxes are not currently payable/receivable.

(2)
Not annualized.

(3)
Unless otherwise noted, operating expenses include interest, compensation, general and administrative and share-based compensation expenses, net of expenses allocated to the External Investment Manager.

(4)
Total investment return is based on the purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by Main Street's dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

(5)
Total return is based on change in net asset value was calculated using the sum of ending net asset value plus dividends to stockholders and other non-operating changes during the period, as divided by the beginning net asset value. Non-operating changes include any items that affect net asset value other than the net increase in net assets resulting from operations, such as the effects of stock offerings, shares issued under the DRIP and equity incentive plans and other miscellaneous items.

NOTE G—DIVIDENDS, DISTRIBUTIONS AND TAXABLE INCOME

Main Street currently pays monthly dividends to its stockholders. Future monthly dividends, if any, will be determined by its Board of Directors on a quarterly basis. Main Street paid regular monthly dividends of $0.205 per share for each month of January through June 2020,March 2021, totaling $39.9$41.8 million, or $0.615 per share, for the three months ended June 30, 2020, and $79.6 million, or $1.230 per share, for the six months ended June 30, 2020March 31, 2021, compared to aggregate regular monthly dividends of approximately $37.6$39.7 million, or $0.60$0.615 per share, for the three months ended June 30, 2019, and $73.7 million, or $1.185 per share, for the six months ended June 30, 2019. The second quarter 2020 regular monthly dividends represent a 2.5% increase from the regularly monthly dividends paid for the second quarter of 2019. Additionally, Main Street paid a $0.250 per share semi-annual supplemental dividend, totaling $15.8 million, in June 2019. Total dividends paid for the six months ended June 30, 2020 and 2019 equaled $1.230 and $1.435 per share, respectively.March 31, 2020.

MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC'sMSCC’s taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its "investment“investment company taxable income"income” (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

The determination of the tax attributes for Main Street'sStreet’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate (plus a 3.8% Medicare surtax, if applicable) on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and qualified dividends, but may also include either one or both of capital gains and return of capital.

Listed below is a reconciliation of "Net“Net increase (decrease) in net assets resulting from operations"operations” to taxable income and to total distributions declared to common stockholders for the sixthree months ended June 30, 2020March 31, 2021 and 2019.2020.

80


Three Months Ended March 31, 

   

2021

   

2020


 Six months ended
June 30,
 

 2020 2019 

 (estimated, dollars
in thousands)

 

(estimated, dollars in thousands)

Net increase (decrease) in net assets resulting from operations

 $(128,068)$79,655 

$

57,346

$

(171,438)

Book-tax difference from share-based compensation expense

 322 (4,263)

2,333

2,720

Net unrealized (appreciation) depreciation

 180,684 (21,026)

(34,001)

193,848

Income tax provision (benefit)

 (15,760) 6,502 

682

(8,264)

Pre-tax book income not consolidated for tax purposes

 (952) (13,294)

Pre-tax book (income) loss not consolidated for tax purposes

5,353

6,785

Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates

 36,651 28,630 

6,121

21,879

Estimated taxable income(1)

 72,877 76,204 

Estimated taxable income (1)

37,834

45,530

Taxable income earned in prior year and carried forward for distribution in current year

 29,107 41,489 

24,350

29,107

Taxable income earned prior to period end and carried forward for distribution next period

 (35,573) (40,221)

(34,231)

(48,149)

Dividend payable as of period end and paid in the following period

 13,474 12,900 

13,940

13,218

Total distributions accrued or paid to common stockholders

 $79,885 $90,372 

$

41,893

$

39,706


(1)Main Street’s taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.
(1)
Main Street's taxable income for each period is an estimate and will not be finally determined until the company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

The Taxable Subsidiaries primarily hold certain portfolio investments for Main Street. The Taxable Subsidiaries permit Main Street to hold equity investments in portfolio companies which are "pass-through"“pass-through” entities for tax purposes and to continue to comply with the "source-of-income"“source-of-income” requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with Main Street for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in Main Street'sStreet’s consolidated financial


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in Main Street'sStreet’s consolidated financial statements.

The income tax provisionexpense (benefit) for Main Street is generally composed of (i) deferred tax expense (benefit), which is primarily the result of the net activity relating to the portfolio investments held in the Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation or depreciation and other temporary book tax differences, and (ii) current tax expense, which is primarily the result of current U.S. federal income and state taxes and excise taxes on Main Street'sStreet’s estimated undistributed taxable income. ForThe income tax expense, or benefit, and the related tax asset and liabilities generated by the Taxable Subsidiaries, if any, are reflected in Main Street’s consolidated statement of operations. Main Street’s provision for income taxes was comprised of the following for the three months ended June 30,March 31, 2021 and 2020 Main Street recognized a net income tax benefit(amounts in thousands):

Three Months Ended March 31, 

2021

2020

Current tax expense (benefit):

Federal

$

45

$

(202)

State

296

(583)

Excise

293

491

Total current tax expense (benefit)

634

(294)

Deferred tax expense (benefit):

Federal

194

(7,418)

State

(146)

(552)

Total deferred tax expense (benefit)

48

(7,970)

Total income tax provision (benefit)

$

682

$

(8,264)

81


The net deferred tax liability at June 30,March 31, 2021 and December 31, 2020 was $0.4$2.6 million, compared to $16.1 million at December 31, 2019, primarily related to changes in net unrealized appreciation or depreciation, changes in loss carryforwards, and other temporary book-tax differences relating to portfolio investments held by the Taxable Subsidiaries. At June 30, 2020,March 31, 2021, for U.S. federal income tax purposes, the Taxable Subsidiaries had a net operating loss carryforward from prior years which, if unused, will expire in various taxable years from 20292028 through 2037. Any net operating losses generated in 20192018 and future periods are not subject to expiration and will carryforward indefinitely until utilized. The timing and manner in which Main Street will utilize any loss carryforwards generated before December 31, 20192018 may be limited in the future under the provisions of the Code. Additionally, the Taxable Subsidiaries have interest expense limitation carryforwards which have an indefinite carryforward.

NOTE H—COMMON STOCK

Main Street maintains a program with certain selling agents through which it can sell shares of its common stock by means of at-the-market offerings from time to time (the "ATM Program"“ATM Program”). During the sixthree months ended June 30, 2020,March 31, 2021, Main Street sold 907,515112,680 shares of its common stock at a weighted-average price of $33.06$31.59 per share and raised $30.0$3.6 million of gross proceeds under the ATM Program. Net proceeds were $29.6$3.5 million after commissions to the selling agents on shares sold and


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

offering costs. As of June 30, 2020, sales transactions representing 15,000 shares had not settled and are not included in shares issued and outstanding on the face of the consolidated balance sheet, but are included in the weighted-average shares outstanding in the consolidated statement of operations and in the shares used to calculate net asset value per share. As of June 30, 2020, 7,451,635March 31, 2021, 5,600,692 shares remained available for sale under the ATM Program.

During the year ended December 31, 2019,2020, Main Street sold 2,247,1872,645,778 shares of its common stock at a weighted-average price of $40.05$32.10 per share and raised $90.0$84.9 million of gross proceeds under the ATM Program. Net proceeds were $88.8$83.8 million after commissions to the selling agents on shares sold and offering costs.

NOTE I—DIVIDEND REINVESTMENT PLAN ("DRIP")

The dividend reinvestment feature of Main Street's DRIPStreet’s dividend reinvestment and direct stock purchase plan (the “DRIP”) provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if Main Street declares a cash dividend, its stockholders who have not "opted out"“opted out” of the DRIP by the dividend record date will have their cash dividend automatically reinvested into additional shares of MSCC common stock. The share requirements of the DRIP may be satisfied through the issuance of shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares will be valued based upon the final closing price of MSCC'sMSCC’s common stock on the valuation date determined for each dividend by Main Street'sStreet’s Board of Directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased, before any associated brokerage or other costs. Main Street'sStreet’s DRIP is administered by its transfer agent on behalf of Main Street'sStreet’s record holders and participating brokerage firms. Brokerage firms and other financial intermediaries may decide not to participate in Main Street'sStreet’s DRIP but may provide a similar dividend reinvestment plan for their clients.

        ForSummarized DRIP information for the sixthree months ended June 30,March 31, 2021 and 2020 $8.1 million of the total $79.6 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 254,951 newly issued shares. For the six months ended June 30, 2019, $9.0 million of the total $89.4 million in dividends paid to stockholders represented DRIP participation. During this period, the DRIP participation requirements were satisfied with the issuance of 229,317 newly issued shares. The shares disclosed above relate only to Main Street's DRIP and exclude any activity related to broker-managed dividend reinvestment plans.is as follows:

March 31, 

2021

2020

($ in millions)

Total dividends paid

$

41.8

$

39.7

DRIP participation

$

3.7

$

3.9

Shares issued for DRIP

106,651

108,722

NOTE J—SHARE-BASED COMPENSATION

Main Street accounts for its share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, Main Street measured the grant date

82


fair value based upon the market price of its common stock on the date of the grant and amortizes the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.


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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Main Street'sStreet’s Board of Directors approves the issuance of shares of restricted stock to Main Street employees pursuant to the Main Street Capital Corporation 2015 Equity and Incentive Plan (the "Equity“Equity and Incentive Plan"Plan”). These shares generally vest over a three-year period from the grant date. The fair value is expensed over the service period, starting on the grant date. The following table summarizes the restricted stock issuances approved by Main Street'sStreet’s Board of Directors under the Equity and Incentive Plan, net of shares forfeited, if any, and the remaining shares of restricted stock available for issuance as of June 30, 2020.March 31, 2021.

Restricted stock authorized under the plan

3,000,000

Less net restricted stock granted during:

Year ended December 31, 2015

(900)

(900)

Year ended December 31, 2016

(260,514)

(260,514)

Year ended December 31, 2017

(223,812)

(223,812)

Year ended December 31, 2018

(243,779)

(243,779)

Year ended December 31, 2019

(384,049)

(384,049)

SixYear ended December 31, 2020

(370,272)

Three months ended June 30, 2020March 31, 2021

(376,739)

(6,881)

Restricted stock available for issuance as of June 30, 2020March 31, 2021

1,510,207

1,509,793

As of June 30, 2020,March 31, 2021, the following table summarizes the restricted stock issued to Main Street'sStreet’s non-employee directors and the remaining shares of restricted stock available for issuance pursuant to the Main Street Capital Corporation 2015 Non-Employee Director Restricted Stock Plan. These shares are granted upon appointment or election to the board and vest on the day immediately preceding the annual meeting of stockholders following the respective grant date and are expensed over such service period.

Restricted stock authorized under the plan

300,000

Less net restricted stock granted during:

Year ended December 31, 2015

(6,806)

(6,806)

Year ended December 31, 2016

(6,748)

(6,748)

Year ended December 31, 2017

(5,948)

(5,948)

Year ended December 31, 2018

(6,376)

(6,376)

Year ended December 31, 2019

(6,008)

(6,008)

SixYear ended December 31, 2020

(11,463)

Three months ended June 30, 2020March 31, 2021

(11,463)

-

Restricted stock available for issuance as of June 30, 2020March 31, 2021

256,651

For the three months ended June 30,March 31, 2021 and 2020, and 2019, Main Street recognized total share-based compensation expense of $2.8$2.3 million and $2.4 million, respectively, related to the restricted stock issued to Main Street employees and non-employee directors. For the six months ended June 30, 2020 and 2019, Main Street recognized total share-based compensation expense of $5.7 million and $4.7 million,$2.8, respectively, related to the restricted stock issued to Main Street employees and non-employee directors.

As of June 30, 2020,March 31, 2021, there was $17.2$10.1 million of total unrecognized compensation expense related to Main Street'sStreet’s non-vested restricted shares. This compensation expense is expected to be recognized over a remaining weighted-average period of approximately 2.21.7 years as of June 30, 2020.March 31, 2021.


83



MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

NOTE K—COMMITMENTS AND CONTINGENCIES

At June 30, 2020,March 31, 2021, Main Street had the following outstanding commitments (in thousands):

Investments with equity capital commitments that have not yet funded:

    

Amount

 

Congruent Credit Opportunities Fund III, LP

$

8,117

Encap Energy Fund Investments

EnCap Energy Capital Fund IX, L.P.

$

251

EnCap Energy Capital Fund X, L.P.

 

1,039

EnCap Flatrock Midstream Fund II, L.P.

4,586

EnCap Flatrock Midstream Fund III, L.P.

423

$

6,299

EIG Fund Investments

$

3,701

Brightwood Capital Fund III, LP

$

3,000

 

Freeport Fund Investments

Freeport Financial SBIC Fund LP

$

1,375

Freeport First Lien Loan Fund III LP

3,113

$

4,488

LKCM Headwater Investments I, L.P.

$

2,500

UnionRock Energy Fund II, LP

$

599

HPEP 3, L.P.

$

1,555

Dos Rios Partners

Dos Rios Partners, LP

$

835

Dos Rios Partners - A, LP

265

$

1,100

Total equity commitments

$

31,359

84


 
 Amount 

Investments with equity capital commitments that have not yet funded:

    

Congruent Credit Opportunities Funds

  
 
 

Congruent Credit Opportunities Fund II, LP

 $8,488 

Congruent Credit Opportunities Fund III, LP

  8,117 

 $16,605 

Encap Energy Fund Investments

  
 
 

EnCap Energy Capital Fund VIII, L.P. 

 $202 

EnCap Energy Capital Fund IX, L.P. 

  281 

EnCap Energy Capital Fund X, L.P. 

  1,485 

EnCap Flatrock Midstream Fund II, L.P. 

  4,592 

EnCap Flatrock Midstream Fund III, L.P. 

  409 

 $6,969 

EIG Fund Investments

 
$

4,751
 

Freeport Fund Investments

  
 
 

Freeport Financial SBIC Fund LP

 $1,375 

Freeport First Lien Loan Fund III LP

  1,715 

 $3,090 

Brightwood Capital Fund Investments

  
 
 

Brightwood Capital Fund III, LP

 $3,000 

Brightwood Capital Fund IV, LP

  250 

 $3,250 

Harris Preston Fund Investments

  
 
 

HPEP 3, L.P. 

 $2,181 

LKCM Headwater Investments I, L.P. 

 
$

2,500
 

UnionRock Energy Fund Investments

  
 
 

UnionRock Energy Fund II, LP

 $2,248 

Dos Rios Partners

  
 
 

Dos Rios Partners, LP

 $835 

Dos Rios Partners—A, LP

  265 

 $1,100 

Access Media Holdings, LLC

 
$

284
 

Total equity commitments

 $42,978 

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MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)


 Amount 

    

Amount

Investments with commitments to fund revolving loans that have not been fully drawn or term loans with additional commitments not yet funded:

   

MS Private Loan Fund I, LP

$

8,170

SI East, LLC

 
$

7,500
 

7,500

Eastern Wholesale Fence LLC

5,946

Adams Publishing Group, LLC

5,000

Bolder Panther Group, LLC

4,500

Classic H&G Holdco, LLC

4,000

Pearl Meyer Topco LLC

 5,000 

3,988

Adams Publishing Group, LLC

 5,000 

Electronic Transaction Consultants, LLC

3,704

Ian, Evan & Alexander Corporation (EverWatch)

3,333

Hunter Defense Technologies, Inc.

3,230

NinjaTrader, LLC

3,078

Arcus Hunting LLC

2,892

Mako Steel, LP

2,779

GS HVAM Intermediate, LLC

2,773

Echo US Holdings, LLC.

2,586

Superior Rigging & Erecting Co.

2,500

Klein Hersh, LLC

2,500

Nebraska Vet AcquireCo, LLC

2,500

MB2 Dental Solutions, LLC

2,281

Fortna, Inc.

2,027

PPL RVs, Inc.

2,000

Hawk Ridge Systems, LLC

2,000

RTIC Subsidiary Holdings, LLC

1,918

Lynx FBO Operating LLC

1,875

Market Force Information, LLC

 5,000 

1,850

Classic H&G Holdco, LLC

 4,000 

AAC Holdings, Inc.

 3,281 

Bluestem Brands, Inc.

 2,884 

Fortna, Inc.

 2,703 

Echo US Holdings, LLC.

 2,037 

PPL RVs, Inc.

 2,000 

Cody Pools, Inc.

 1,600 

1,600

Chamberlin Holding LLC

 1,600 

1,600

Direct Marketing Solutions, Inc.

 1,600 

1,600

Trantech Radiator Topco, LLC

 1,600 

1,600

Lynx FBO Operating LLC

 1,500 

GS HVAM Intermediate, LLC

 1,364 

GRT Rubber Technologies LLC

 1,340 

1,340

Project Eagle Holdings, LLC

1,250

Gamber-Johnson Holdings, LLC

 1,200 

1,200

LL Management, Inc.(Lab Logistics)

 1,182 

California Pizza Kitchen, Inc.

 1,066 

Tedder Industries, LLC

1,200

Invincible Boat Company, LLC.

1,080

CompareNetworks Topco, LLC

 1,000 

1,000

NRI Clinical Research, LLC

 1,000 

1,000

Arcus Hunting LLC

 867 

Invincible Boat Company, LLC.

 864 

Analytical Systems Keco, LLC

 800 

CTVSH, PLLC

 800 

HW Temps LLC

800

Mystic Logistics Holdings, LLC

 800 

800

Project BarFly, LLC

760

DTE Enterprises RLOC

 750 

750

NinjaTrader, LLC

 750 

Mac Lean-Fogg Company

 735 

PT Network, LLC

658

ASC Interests, LLC

 700 

600

PT Network, LLC

 658 

Wireless Vision Holdings, LLC

 592 

Jensen Jewelers of Idaho, LLC

 500 

500

Coastal Television Broadcasting Holdings LLC

 500 

PaySimple, Inc.

 373 

Clickbooth.com, LLC

457

American Nuts, LLC

 281 

281

Dynamic Communities, LLC

 250 

250

Acousti Engineering Company of Florida

53

Total loan commitments

 $65,677 

$

105,309

Total commitments

 $108,655 

$

136,668

Main Street will fund its unfunded commitments from the same sources it uses to fund its investment commitments that are funded at the time they are made (which are typically through existing cash and cash equivalents and borrowings under the Credit Facility). Main Street follows a


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

process to manage its liquidity and ensure that it has available capital to fund its unfunded commitments as necessary. The Company had total unrealized depreciation of $0.8$0.1 million on the outstanding unfunded commitments as of June 30, 2020.March 31, 2021.

Effective January 1, 2019, ASC 842 required that a lessee evaluate its leases to determine whether they should be classified as operating or financing leases. Main Street identified one operating lease for its office space. The lease commenced May 15, 2017 and expires January 31, 2028. It contains two five-year extension options for a final expiration date of January 31, 2038.

85


As Main Street classified this lease as an operating lease prior to implementation, ASC 842-10-65-1 indicates that a right-of-use asset and lease liability should be recorded based on the effective date. Main Street adopted ASC 842 effective January 1, 2019 and recorded a right-of-use asset and a lease liability as of that date. After this date, Main Street has recorded lease expense on a straight-line basis, consistent with the accounting treatment for lease expense prior to the adoption of ASC 842.

Total operating lease cost incurred by Main Street for each of the three months ended June 30,March 31, 2021 and 2020 and 2019 was $0.2 million. Total operating lease cost incurred by Main Street for each of the six months ended June 30, 2020 and 2019 was $0.4 million. As of June 30, 2020,March 31, 2021, the asset related to the operating lease was $4.5$4.1 million and is included in the interest receivable and other assets balance on the consolidated balance sheet. The lease liability was $5.3$4.9 million and is included in the accounts payable and other liabilities balance on the consolidated balance sheet. As of June 30, 2020,March 31, 2021, the remaining lease term was 7.66.8 years and the discount rate was 4.2%.

The following table shows future minimum payments under Main Street'sStreet’s operating lease as of June 30, 2020March 31, 2021 (in thousands):

For the Years Ended December 31,
 Amount 

Amount

2020

 $382 

2021

 776 

$

583

2022

 790 

790

2023

 804 

804

2024

 818 

818

2025

832

Thereafter

 2,610 

1,779

Total

 $6,180 

$

5,606

Main Street may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to impose liability on Main Street in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, Main Street does not expect any current matters will materially affect its financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on Main Street'sStreet’s financial condition or results of operations in any future reporting period.

NOTE L—RELATED PARTY TRANSACTIONS

As discussed further in Note D, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of Main Street'sStreet’s Investment Portfolio. At June 30,


Table of Contents


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2020,March 31, 2021, Main Street had a receivable of approximately $4.8$3.9 million due from the External Investment Manager, which included (i) approximately $3.8$2.8 million related primarily to operating expenses incurred by MSCC or its subsidiaries as required to support the External Investment Manager'sManager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion in Note D) and (ii) approximately $1.1$1.2 million of dividends declared but not paid by the External Investment Manager. MSCC has entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for the External Investment Manager’s relationship with MSC Income and its other clients (see further discussion in Note A.1 and Note D).

From time to time, Main Street may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by Main Street’s Board of Directors. In January 2021, Main Street entered into a Term Loan Agreement with MSC Income (the “Term Loan Agreement”). The Term Loan Agreement was unanimously approved by Main Street’s Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act and the board of directors of MSC Income, including each director who is not an “interested person” of MSC Income or the External Investment Manager. The Term Loan Agreement provides for a term loan of $40.0 million to MSC Income, bearing interest at a fixed rate of 5.00% per annum, and matures in January 2026. Borrowings under the Term Loan Agreement are expressly subordinated and junior in right of payment to all secured indebtedness of MSC Income and are subject to a two-year no-call period that expires on January 27, 2023.

In December 2020, the External Investment Manager entered into an Investment Management Agreement with the Private Loan Fund to provide investment advisory and management services in exchange for an asset-based fee and

86


certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that invests in debt investments in middle market companies generally with EBITDA between $7.5 million and $50 million and generally owned by a private equity sponsor, which Main Street generally refers to as Private Loan investments. In connection with the Private Loan Fund’s initial closing in December 2020, Main Street committed to contribute up to $10.0 million as a limited partner and will be entitled to distributions on such interest. In addition, certain of Main Street’s officers and employees (and certain of their immediate family members) have made capital commitments to the Private Loan Fund as limited partners and therefore have a direct pecuniary interests in the Private Loan Fund. As of March 31, 2021, Main Street has funded approximately $[ ] million of its limited partner commitment and Main Street’s unfunded commitment was approximately $8.2 million.

Additionally, Main Street provided the Private Loan Fund with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note, dated February 5, 2021 (the “Private Loan Fund Loan”), in an aggregate amount equal to the amount of limited partner capital commitments to the Private Loan Fund up to $50.0 million. Borrowings under the Private Loan Fund Loan bear interest at a fixed rate of 5.00% per annum and will mature on the earlier of June 30, 2022 and the date of the Private Loan Fund’s final closing. As of March 31, 2021, there was $8.4 of borrowings outstanding under the Private Loan Fund Loan.

In November 2015, Main Street'sStreet’s Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the "2015“2015 Deferred Compensation Plan"Plan”). The 2015 Deferred Compensation Plan became effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013 (the "2013“2013 Deferred Compensation Plan"Plan”). Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors'directors’ fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street stock units. As of June 30, 2020, $9.9March 31, 2021, $13.3 million of compensation and directors' feesdividend reinvestments net of unrealized gains and losses and distributions had been deferred under the 2015 Deferred Compensation Plan (including amounts previously deferred under the 2013 Deferred Compensation Plan). Of this amount, $5.0$6.1 million washad been deferred into phantom Main Street stock units, representing 152,633154,959 shares of Main Street's common stock. Including phantom stock units issued through dividend reinvestment and net of any shares distributed, the phantom stock units outstanding as of June 30, 2020 represented 154,179 shares of Main Street'sStreet’s common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statements of changes in net assets until such shares are actually distributed to the participant in accordance with the plan, but the related phantom stock units are included in weighted-average shares outstanding with the related dollar amount of the deferral included in total expenses in Main Street'sStreet’s consolidated statements of operations as earned. The dividend amounts related to additional phantom stock units are included in the statements of changes in net assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.capital.

NOTE M—SUBSEQUENT EVENTS

During August 2020,April 2021, Main Street amended its Credit Facility to, among other changes, (i) increase the revolving commitments by lenders to $855.0 million, and with the right to request an increase in commitments under the Credit Facility from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $1.2 billion, subject to certain conditions, (ii) extend the revolving period under the Credit Facility to April 7, 2025 and the final maturity date of the Credit Facility to April 7, 2026 and (iii) make other changes to the Credit Facility, including, but not limited to, changes to financial covenants, LIBOR transition provisions, and technical changes to the general security agreement and equity pledge agreement relating to the Credit Facility.

During May 2021, Main Street declared regular monthly dividends of $0.205 per share for each month of October, NovemberJuly, August and DecemberSeptember of 2020.2021. These regular monthly dividends equal a total of $0.615 per share for the fourththird quarter of 2020,2021, unchanged from the regular monthly dividends paid in the fourththird quarter of 2019.2020. Including the regular monthly dividends declared for the thirdsecond and fourththird quarters of 2020,2021, Main Street will have paid $29.60$31.445 per share in cumulative dividends since its October 2007 initial public offering.

        In July 2020, Main Street announced that its External Investment Manager had entered into a definitive asset purchase agreement under which it will become the sole investment adviser and administrator to HMS Income, subject to certain closing conditions. The parties expect the transaction to be completed in the fourth quarter of 2020. Following the closing of the transaction, the External Investment Manager will replace HMS Adviser as the investment adviser and administrator to HMS Income. The base management fee rate under the External Investment Manager's proposed new investment advisory agreement with HMS Income, which has been unanimously approved by the board


87


Schedule 12-14


MAIN STREET CAPITAL CORPORATION

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

of directors of HMS Income, will be reduced from 2.00% to 1.75%, with no changes to the incentive fee calculations. The consummation of the transactions contemplated by the asset purchase agreement is subject to approval of the new investment advisory agreement by stockholders of HMS Income and other customary closing conditions. Post-closing, HMS Income is expected to change its name to MSC Income Fund, Inc.

        In July 2020, Main Street issued an additional $125.0 million aggregate principal amount of the 5.20% Notes at an issue price of 102.674%, for total net proceeds to Main Street, resulting from the issue price and after underwriting discounts and estimated offering expenses payable by Main Street, of approximately $127.3 million. Following the issuance of the additional $125.0 million aggregate principal amount of the 5.20% Notes in July 2020, the outstanding principal balance of the 5.20% Notes was $450.0 million. The 5.20% Notes issued in July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019 and in December 2019. The aggregate net proceeds from the 5.20% Notes issuances were used to repay a portion of the borrowings outstanding under the Credit Facility.


Table of Contents

Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments In and Advances to Affiliates
June 30, 2020

March 31, 2021

(dollars in thousands)

(unaudited)

Amount of

Interest,

Fees or

Amount of

Amount of

Dividends

December 31, 

March 31, 

Realized

Unrealized

Credited to

2020

Gross

Gross

2021

Company
 Investment(1)(10)(11) Geography Amount of
Realized
Gain/
(Loss)
 Amount of
Unrealized
Gain/
(Loss)
 Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2019
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2020
Fair
Value
 

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Majority-owned investments

                 

Majorityowned investments

  

  

  

  

  

  

  

  

  

Café Brazil, LLC

 

Member Units

 

(8)

 
$

 
$

(260

)

$

38
 
$

2,440
 
$

 
$

260
 
$

2,180
 

 

Member Units

 

(8)

$

-

$

230

$

-

$

2,030

$

230

$

-

$

2,260

California Splendor Holdings LLC

 

(L+10.00%, Floor 1.00%) Secured Debt

 

(9)

 

-

 

65

 

784

 

27,789

 

79

 

-

 

27,869

 

(L+8.00%, Floor 1.00%) Secured Debt

 

(9)

 

-

 

(29)

 

117

 

8,043

 

10

 

5,629

 

2,423

California Splendor Holdings LLC

 LIBOR Plus 8.00% (Floor 1.00%) (9)  (40) 354 7,104 14,270 5,840 15,534 

 LIBOR Plus 10.00% (Floor 1.00%) (9)  (65) 1,689 27,801 26 65 27,762 

 Preferred Member Units (9)   543 7,163 543  7,706 

 Preferred Member Units (9)  (1,601) 125 7,382  1,601 5,781 

 

Preferred Member Units

 

(9)

 

-

 

-

 

310

 

8,255

 

310

 

-

 

8,565

 

Preferred Member Units

 

(9)

 

-

 

631

 

63

 

6,241

 

631

 

-

 

6,872

Clad-Rex Steel, LLC

 LIBOR Plus 9.50% (Floor 1.00%) (5)  49 599 10,781 60  10,841 

 

(L+9.50%, Floor 1.00%) Secured Debt

 

(5)

 

-

 

-

 

292

 

10,853

 

-

 

81

 

10,773

 Member Units (5)  (1,020) 245 9,630  1,020 8,610 

 10% Secured Debt (5)  (11) 57 1,137  24 1,113 

 Member Units (5)    460   460 

 

Member Units

 

(5)

 

-

 

-

 

72

 

8,610

 

-

 

-

 

8,610

 

Member Units

 

(5)

 

-

 

-

 

-

 

530

 

-

 

-

 

530

 

10.00% Secured Debt

 

(5)

 

-

 

-

 

28

 

1,100

 

-

 

7

 

1,093

CMS Minerals Investments

 Member Units (9)  (136)  1,900  262 1,638 

 

Member Units

 

(9)

 

-

 

180

 

2

 

1,624

 

180

 

37

 

1,767

Cody Pools, Inc.

 LIBOR Plus 10.50% (Floor 1.75%) (8)   822  15,850 200 15,650 

 

(L+10.50%, Floor 1.75%) Secured Debt

 

(8)

-

(7)

439

14,216

7

207

14,016

 Preferred Member Units (8)   29  8,317  8,317 

 

Preferred Member Units

 

(8)

-

3,930

29

14,940

3,930

-

18,870

CompareNetworks Topco, LLC

 LIBOR Plus 11.00% (Floor 1.00%) (9)   517 8,288 12 350 7,950 

 

Preferred Member Units

 

(9)

 

-

 

1,530

 

-

 

6,780

 

1,530

 

-

 

8,310

 Preferred Member Units (9)  1,070  3,010 1,070  4,080 

 

(L+10.00%, Floor 1.00%) Secured Debt

 

(9)

 

-

 

(3)

 

229

 

7,953

 

3

 

3

 

7,954

Datacom, LLC

 

8.00% Secured Debt

 

(8)

 

(1,800)

 

185

 

-

 

1,615

 

185

 

1,800

 

-

 

Preferred Member Units

 

(8)

 

-

 

-

 

-

 

-

 

2,610

 

-

 

2,610

 

10.50% PIK Secured Debt

 

(8)

 

(1,801)

 

1,945

 

1

 

10,531

 

1,945

 

12,475

 

-

 

Preferred Member Units

 

(8)

 

(6,030)

 

6,030

 

-

 

-

 

6,030

 

6,030

 

-

 

Preferred Member Units

 

(8)

 

(1,294)

 

1,294

 

-

 

-

 

1,294

 

1,294

 

-

 

5.00% Secured Debt

 

(8)

 

-

 

-

 

113

 

-

 

8,064

 

27

 

8,037

Direct Marketing Solutions, Inc.

 LIBOR Plus 11.00% (Floor 1.00%) (9)  (9) 990 15,707 27 487 15,247 

 

Preferred Stock

 

(9)

 

-

 

(1,560)

 

-

 

19,380

 

-

 

1,560

 

17,820

 Preferred Stock (9)  (140)  20,200  140 20,060 

 

(L+11.00%, Floor 1.00%) Secured Debt

 

(9)

 

-

 

-

 

463

 

15,007

 

9

 

-

 

15,015

Gamber-Johnson Holdings, LLC

 LIBOR Plus 6.50% (Floor 2.00%) (5)  (11) 856 19,022 1,611 795 19,838 

 

(L+7.00%, Floor 2.00%) Secured Debt

 

(5)

 

-

 

(15)

 

472

 

19,838

 

815

 

15

 

20,638

 Member Units (5)  (170) 2,608 53,410  170 53,240 

 

Member Units

 

(5)

 

-

 

(88)

 

3,235

 

52,490

 

2,848

 

88

 

55,250

GRT Rubber Technologies LLC

 LIBOR Plus 7.00% (8)   681 15,016 1,759  16,775 

 

(L+7.00%) Secured Debt

 

(8)

 

-

 

-

 

299

 

16,775

 

-

 

-

 

16,775

 Member Units (8)  (2,020) 1,341 47,450  2,020 45,430 

Guerdon Modular Holdings, Inc.

 16.00% Secured Debt (9) (12,776) 12,588   12,776 12,776  

 LIBOR Plus 8.50% (Floor 1.00%) (9) (993) 1,010   993 993  

 Preferred Stock (9) (1,140) 1,140   1,140 1,140  

 Common Stock (9) (2,849) 2,983   2,849 2,849  

 Warrants (9)        

Harborside Holdings, LLC

 Member Units (8)  (2,000)  9,560 100 2,000 7,660 

IDX Broker, LLC

 11.00% Secured Debt (9)  (42) 711 13,400 42 13,442  

 Preferred Member Units (9) 9,337 (9,088) 1,193 15,040  15,040  

 

Member Units

 

(8)

 

-

 

-

 

944

 

44,900

 

-

 

-

 

44,900

Jensen Jewelers of Idaho, LLC

 Prime Plus 6.75% (Floor 2.00%) (9)  (56) 225 4,000 6 206 3,800 

 

(Prime+6.75%, Floor 2.00%) Secured Debt

 

(9)

 

-

 

(3)

 

86

 

3,400

 

3

 

153

 

3,250

 Member Units (9)  (1,000) 111 8,270  1,000 7,270 

 

Member Units

 

(9)

 

-

 

700

 

415

 

7,620

 

700

 

-

 

8,320

Kickhaefer Manufacturing Company, LLC

 9.50% Current/2.00% PIK Secured Debt (5)   1,493 24,982 1,261 946 25,297 

 

Member Units

 

(5)

 

-

 

-

 

-

 

12,240

 

-

 

-

 

12,240

 Member Units (5)  (790)  12,240  790 11,450 

 9.00% Secured Debt (5)   179 3,939  15 3,924 

 Member Units (5)   45 1,160   1,160 

 

11.50% Secured Debt

 

(5)

 

-

 

-

 

655

 

22,269

 

11

 

-

 

22,280

 

9.00% Secured Debt

 

(5)

 

-

 

-

 

89

 

3,909

 

-

 

8

 

3,901

 

Member Units

 

(5)

 

-

 

-

 

24

 

1,160

 

-

 

-

 

1,160

Market Force Information, LLC

 12.00% PIK Secured Debt (9)  (11,068) 304 25,316 2,885 13,946 14,255 

 

(L+11.00%, Floor 1.00%) Secured Debt

 

(9)

 

-

 

-

 

76

 

1,600

 

1,550

 

-

 

3,150

 Member Units (9)  (5,280)  5,280  5,280  

 

PIK Secured Debt

 

(9)

 

-

 

(294)

 

-

 

13,562

 

-

 

294

 

13,268

MH Corbin Holding LLC

 13.00% Secured Debt (5)  (76) 592 8,890 16 236 8,670 

 

(10.00% Cash, 3.00% PIK) Secured Debt

 

(5)

 

-

 

-

 

284

 

8,280

 

8

 

80

 

8,208

 Preferred Member Units (5)  (20)  20  20  

 Preferred Member Units (5)  (1,340)  4,770  1,340 3,430 

Mid-Columbia Lumber Products, LLC

 10.00% Secured Debt (9)   44 1,602 148 1,750  

 12.00% Secured Debt (9)   119 3,644 256 3,900  

 Member Units (9) (27) (1,000) 1  1,027 1,027  

 9.50% Secured Debt (9)   30 701 19 720  

 Member Units (9)  (219) 20 1,640 709 219 2,130 

 

Preferred Member Units

 

(5)

 

-

 

(1,170)

 

-

 

2,370

 

-

 

1,170

 

1,200

MSC Adviser I, LLC

 Member Units (8)  (5,440) 1,056 74,520  5,440 69,080 

 

Member Units

 

(8)

 

-

 

460

 

1,179

 

116,760

 

460

 

-

 

117,220

Mystic Logistics Holdings, LLC

 10.00% Secured Debt (6)   404 6,253 985 279 6,959 

 

12.00% Secured Debt

 

(6)

 

-

 

-

 

205

 

6,723

 

2

 

-

 

6,725

 Common Stock (6)  1,980  8,410 1,980  10,390 

 

Common Stock

 

(6)

 

-

 

(1,710)

 

476

 

8,990

 

-

 

1,710

 

7,280

OMi Holdings, Inc.

 Common Stock (8)  1,080 543 16,950 1,080  18,030 

 

Common Stock

 

(8)

 

-

 

(1,550)

 

450

 

20,380

 

-

 

1,550

 

18,830

Pearl Meyer Topco LLC

 

12.00% Secured Debt

 

(6)

 

-

 

-

 

1,064

 

34,689

 

14

 

-

 

34,703

 

12.00% Secured Debt

 

(6)

 

-

 

-

 

44

 

2,513

 

-

 

1,500

 

1,013

Pearl Meyer Topco LLC

 12.00% Secured Debt (6)   1,151  34,663  34,663 

 Member Units (6)     13,800 800 13,000 

 

Member Units

 

(6)

 

-

 

-

 

850

 

15,940

 

-

 

-

 

15,940

PPL RVs, Inc.

 LIBOR Plus 8.75% PIK (Floor 0.50%) (8)   664 12,118 136 250 12,004 

 

Common Stock

 

(8)

 

-

 

830

 

38

 

11,500

 

830

 

-

 

12,330

 Common Stock (8)  1,210  9,930 1,210  11,140 

 

(L+7.00%, Floor 0.50%) Secured Debt

 

(8)

 

-

 

(7)

 

236

 

11,806

 

13

 

207

 

11,612

Principle Environmental, LLC

 

13.00% Secured Debt

 

(8)

 

-

 

(62)

 

214

 

6,397

 

6

 

62

 

6,340

 

Warrants

 

(8)

 

-

 

330

 

-

 

870

 

330

 

1,200

 

-

 

Common Stock

 

(8)

 

-

 

(360)

 

-

 

-

 

1,200

 

360

 

840

 

Preferred Member Units

 

(8)

 

-

 

(120)

 

-

 

10,500

 

-

 

120

 

10,380

Quality Lease Service, LLC

 

Member Units

 

(7)

 

-

 

(178)

 

-

 

4,460

 

-

 

578

 

3,882

Trantech Radiator Topco, LLC

 

Common Stock

 

(7)

 

-

 

(340)

 

29

 

6,030

 

-

 

340

 

5,690

 

12.00% Secured Debt

 

(7)

 

-

 

-

 

267

 

8,644

 

5

 

-

 

8,649

Ziegler’s NYPD, LLC

 

6.50% Secured Debt

 

(8)

 

-

 

21

 

16

 

979

 

21

 

-

 

1,000

 

Preferred Member Units

 

(8)

 

-

 

290

 

-

 

1,780

 

290

 

-

 

2,070

 

14.00% Secured Debt

 

(8)

 

-

 

-

 

96

 

2,750

 

-

 

-

 

2,750

 

12.00% Secured Debt

 

(8)

 

-

 

-

 

19

 

625

 

-

 

-

 

625

Other controlled investments

2717 MH, L.P.

 

LP Interests (2717 HPP-MS, L.P.)

 

(8)

 

-

 

-

 

-

 

250

 

-

 

-

 

250

 

LP Interests (2717 MH, L.P.)

 

(8)

 

-

 

(65)

 

-

 

2,702

 

46

 

65

 

2,684

ASC Interests, LLC

 

Member Units

 

(8)

 

-

 

50

 

-

 

1,120

 

50

 

-

 

1,170

 

13.00% Secured Debt

 

(8)

 

-

 

-

 

62

 

1,715

 

5

 

-

 

1,720

ASK (Analytical Systems Keco Holdings, LLC)

 

Preferred Member Units

 

(8)

 

-

 

(470)

 

-

 

3,200

 

-

 

470

 

2,730

 

(L+10.00%, Floor 2.00%) Secured Debt

 

(8)

 

-

 

-

 

171

 

4,874

 

15

 

-

 

4,889

 

Warrants

 

(8)

 

-

 

(10)

 

-

 

10

 

-

 

10

 

-

ATS Workholding, LLC

 

5.00% Secured Debt

 

(9)

 

-

 

(123)

 

-

 

3,347

 

-

 

163

 

3,184


88


Table of Contents

Amount of

Interest,

Fees or

Amount of

Amount of

Dividends

December 31, 

March 31, 

Realized

Unrealized

Credited to

2020

Gross

Gross

2021

Company
 Investment(1)(10)(11) Geography Amount of
Realized
Gain/
(Loss)
 Amount of
Unrealized
Gain/
(Loss)
 Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2019
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2020
Fair
Value
 

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Principle Environmental, LLC (d/b.a TruHorizon Environmental Solutions)

 13.00% Secured Debt (8)  55 440 6,397   6,397 

 Preferred Member Units (8)  (480)  13,390  480 12,910 

 Warrants (8)  (20)  1,090  20 1,070 

Barfly Ventures, LLC

 

7.00% Secured Debt

 

(5)

 

-

 

-

 

20

 

343

 

368

 

-

 

711

 

Member Units

 

(5)

 

-

 

-

 

-

 

1,584

 

-

 

-

 

1,584

Quality Lease Service, LLC

 Member Units (7)  (3,810)  9,289 301 3,810 5,780 

Bolder Panther Group, LLC

 

8.00% Class B Preferred Member Units

 

(9)

 

-

 

-

 

276

 

14,000

 

-

 

-

 

14,000

 

(L+9.00%, Floor 1.50%) Secured Debt

 

(9)

 

-

 

-

 

744

 

27,225

 

14

 

-

 

27,239

Trantech Radiator Topco, LLC

 12.00% Secured Debt (7)  74 557 9,102 85 320 8,867 

 Common Stock (7)  3,025 58 4,655 3,025  7,680 

 

14.00% Class A Preferred Member Units

 

(9)

 

-

 

-

 

352

 

10,194

 

-

 

-

 

10,194

Vision Interests, Inc.

 13.00% Secured Debt (9)   133 2,028   2,028 

 Series A Preferred Stock (9)  (629)  4,089  629 3,460 

 Common Stock   (3,586) 3,296  409 3,296 3,705  

Ziegler's NYPD, LLC

 6.50% Secured Debt (8)  (101) 33 1,000  101 899 

 12.00% Secured Debt (8)   38 625   625 

 14.00% Secured Debt (8)  (384) 195 2,750  384 2,366 

 Warrants (8)        

 Preferred Member Units (8)  (130)  1,269  130 1,139 

Other controlled investments

                 

Access Media Holdings, LLC

 

10.00% PIK Secured Debt

 

(5)

 
 
(2,450

)
 
25
 
6,387
 
 
2,450
 
3,937
 

 Preferred Member Units (5)    (284)   (284)

 Member Units (5)        

Analytical Systems Keco, LLC

 LIBOR Plus 10.00% (Floor 2.00%) (8)   366 5,210 36 270 4,976 

 Preferred Member Units (8)  690  3,200 690  3,890 

 Warrants (8)  194  316 194  510 

ASC Interests, LLC

 13.00% Secured Debt (8)   115 1,639  33 1,606 

 Member Units (8)  (240)  1,290  240 1,050 

ATS Workholding, LLC

 5.00% Secured Debt (9)  (619) 187 4,521 63 619 3,965 

 Preferred Member Units (9)  (939)  939  939  

 

(L+8.00%, Floor 1.50%) Secured Debt

 

(9)

 

-

 

-

 

15

 

-

 

500

 

-

 

500

Bond-Coat, Inc.

 15.00% Secured Debt     1,399 11,473 123 11,596  

 

Common Stock

 

(8)

 

-

 

440

 

-

 

2,040

 

440

 

-

 

2,480

 Common Stock (8)  (1,470)  8,300  1,470 6,830 

Brewer Crane Holdings, LLC

 LIBOR Plus 10.00% (Floor 1.00%) (9)   518 8,989 10 248 8,751 

 

Preferred Member Units

 

(9)

 

-

 

(360)

 

337

 

5,850

 

-

 

360

 

5,490

 Preferred Member Units (9)   50 4,280   4,280 

 

(L+10.00%, Floor 1.00%) Secured Debt

 

(9)

 

-

 

-

 

237

 

8,513

 

5

 

124

 

8,394

Bridge Capital Solutions Corporation

 13.00% Secured Debt (6)   868 7,797 288  8,085 

 

Preferred Member Units

 

(6)

 

-

 

-

 

25

 

1,000

 

-

 

-

 

1,000

 Warrants (6)  (180)  3,500  180 3,320 

 13.00% Secured Debt (6)   67 996 1  997 

 Preferred Member Units (6)   50 1,000   1,000 

 

13.00% Secured Debt

 

(6)

 

-

 

-

 

33

 

998

 

1

 

-

 

999

 

13.00% Secured Debt

 

(6)

 

-

 

-

 

457

 

8,403

 

170

 

-

 

8,573

 

Warrants

 

(6)

 

-

 

120

 

-

 

3,220

 

120

 

-

 

3,340

CBT Nuggets, LLC

 Member Units (9)  (4,790) 454 50,850  4,790 46,060 

 

Member Units

 

(9)

 

-

 

-

 

-

 

46,080

 

-

 

-

 

46,080

Centre Technologies Holdings, LLC

 LIBOR Plus 10.00% (Floor 2.00%) (8)   743 12,136 13 306 11,843 

 

(L+10.00%, Floor 2.00%) Secured Debt

 

(8)

 

-

 

-

 

363

 

11,549

 

16

 

1,753

 

9,813

 Preferred Member Units (8)   60 5,840   5,840 

 

Preferred Member Units

 

(8)

 

-

 

-

 

30

 

6,160

 

-

 

-

 

6,160

Chamberlin Holding LLC

 LIBOR Plus 10.00% (Floor 1.00%) (8)  (17) 1,054 17,773 17 17 17,773 

 

(L+8.00%, Floor 1.00%) Secured Debt

 

(8)

 

-

 

(8)

 

352

 

15,212

 

8

 

8

 

15,212

 Member Units (8)  110 1,485 24,040 110  24,150 

 Member Units (8)  (530) 34 1,450  530 920 

 

Member Units

 

(8)

 

-

 

210

 

576

 

28,070

 

210

 

-

 

28,280

 

Member Units

 

(8)

 

-

 

60

 

17

 

1,270

 

60

 

-

 

1,330

Charps, LLC

 15.00% Secured Debt (5)   152 2,000   2,000 

 

Preferred Member Units

 

(5)

 

-

 

800

 

141

 

10,520

 

800

 

-

 

11,320

 Preferred Member Units (5)  1,210 311 6,920 1,210  8,130 

 

(8.67% Cash, 1.33% PIK) Unsecured Debt

 

(5)

 

-

 

(481)

 

356

 

8,475

 

146

 

904

 

7,718

Copper Trail Fund Investments

 LP Interests (CTMH, LP) (9)    872  110 762 

 

0.15 Secured Debt

 

(5)

 

-

 

-

 

4

 

669

 

-

 

669

 

-

Datacom, LLC

 8.00% Secured Debt (8)    1,615   1,615 

 10.50% PIK Secured Debt (8)    10,142   10,142 

 Class A Preferred Member Units (8)        

 Class B Preferred Member Units (8)        

Colonial Electric Company LLC

 

12.00% Secured Debt

 

(6)

 

-

 

-

 

378

 

-

 

24,948

 

-

 

24,948

 

Preferred Member Units

 

(6)

 

-

 

-

 

-

 

-

 

7,680

 

-

 

7,680

Copper Trail Energy Fund I, LP - CTMH

 

LP Interests (CTMH, LP)

 

(9)

 

-

 

-

 

-

 

747

 

-

 

37

 

710

Digital Products Holdings LLC

 LIBOR Plus 10.00% (Floor 1.00%) (5)  350 1,123 18,452 373 660 18,165 

 

(L+10.00%, Floor 1.00%) Secured Debt

 

(5)

 

-

 

-

 

502

 

18,077

 

11

 

330

 

17,758

 Preferred Member Units (5)  (579) 100 5,174  579 4,595 

 

Preferred Member Units

 

(5)

 

-

 

-

 

50

 

9,835

 

-

 

-

 

9,835

Garreco, LLC

 LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%) (8)   220 4,515 4  4,519 

 

Member Units

 

(8)

 

-

 

260

 

-

 

1,410

 

260

 

-

 

1,670

 Member Units (8)  (860)  2,560  860 1,700 

 

(L+8.00%, Floor 1.00%, Ceiling 1.50%) Secured Debt

 

(8)

 

-

 

-

 

102

 

4,519

 

-

 

-

 

4,519

Gulf Manufacturing, LLC

 Member Units (8)  (2,630) 119 7,430  2,630 4,800 

 

Member Units

 

(8)

 

-

 

140

 

154

 

4,510

 

140

 

-

 

4,650

Gulf Publishing Holdings, LLC

 LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 5.25% / 5.25% PIK (8)   14 280 3 40 243 

 

(5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) Secured Debt

 

(8)

 

-

 

-

 

7

 

250

 

7

 

3

 

253

 6.25% Current / 6.25% PIK (8)  (1,091) 809 12,493 214 1,091 11,616 

 Member Units (8)  (2,420)  2,420  2,420  

Harris Preston Fund Investments

 LP Interests (2717 MH, L.P.) (8)  (180)  3,157  180 2,977 

 

(6.25% Cash, 6.25% PIK) Secured Debt

 

(8)

 

-

 

-

 

421

 

12,044

 

421

 

206

 

12,259

Harrison Hydra-Gen, Ltd.

 Common Stock (8)  (2,330) 104 7,970  2,330 5,640 

 

Common Stock

 

(8)

 

-

 

(130)

 

-

 

5,450

 

-

 

130

 

5,320

J&J Services, Inc.

 11.50% Secured Debt (7)  135 1,053 17,430 170 2,400 15,200 

 

11.50% Secured Debt

 

(7)

 

-

 

(5)

 

373

 

12,800

 

5

 

5

 

12,800

 Preferred Stock (7)  2,815  7,160 2,815 75 9,900 

 

Preferred Stock

 

(7)

 

-

 

-

 

-

 

12,680

 

-

 

-

 

12,680

KBK Industries, LLC

 Member Units (5)  (2,330) 437 15,470  2,330 13,140 

 

Member Units

 

(5)

 

-

 

-

 

28

 

13,200

 

-

 

-

 

13,200

MS Private Loan Fund

 

LP Interests

 

(8)

 

-

 

-

 

-

 

-

 

142

 

-

 

142

 

5.0% Unsecured Debt

 

(8)

 

-

 

-

 

111

 

-

 

8,422

 

-

 

8,422

MSC Income Fund Inc.

 

5.0% Unecured Debt

 

(8)

 

-

 

210

 

368

 

-

 

39,822

 

-

 

39,822

NAPCO Precast, LLC

 Member Units (8)  (3,830) 4 14,760  3,830 10,930 

 

Member Units

 

(8)

 

-

 

(530)

 

79

 

16,100

 

-

 

530

 

15,570

Nebraska Vet AcquireCo, LLC (NVS)

 

Preferred Member Units

 

(5)

 

-

 

-

 

-

 

6,500

 

-

 

-

 

6,500

 

12.00% Secured Debt

 

(5)

 

-

 

-

 

326

 

10,395

 

5

 

-

 

10,400

NexRev LLC

 11.00% PIK Secured Debt (8)  (1,701) 913 17,469 182 1,919 15,732 

 

Preferred Member Units

 

(8)

 

-

 

1,810

 

20

 

1,470

 

1,810

 

-

 

3,280

 Preferred Member Units (8)  (6,310)  6,310  6,310  

 

11.00% Secured Debt

 

(8)

 

-

 

178

 

474

 

16,726

 

188

 

218

 

16,696

NRI Clinical Research, LLC

 10.50% Secured Debt (9)  (17) 394 5,981 1,536 517 7,000 

 

9.00% Secured Debt

 

(9)

 

-

 

(8)

 

135

 

5,620

 

8

 

8

 

5,620

 Warrants (9)  160  1,230 160  1,390 

 Member Units (9)  333 377 4,988 710 377 5,321 

 

Warrants

 

(9)

 

-

 

40

 

-

 

1,490

 

40

 

-

 

1,530

 

Member Units

 

(9)

 

-

 

150

 

136

 

5,600

 

150

 

-

 

5,750

NRP Jones, LLC

 

12.00% Secured Debt

 

(5)

 

-

 

-

 

62

 

2,080

 

-

 

-

 

2,080

 

Member Units

 

(5)

 

-

 

419

 

(45)

 

2,821

 

419

 

-

 

3,240

NuStep, LLC

 

Preferred Member Units

 

(5)

 

-

 

610

 

-

 

10,780

 

610

 

-

 

11,390

 

12.00% Secured Debt

 

(5)

 

-

 

-

 

529

 

17,193

 

10

 

-

 

17,203

Pegasus Research Group, LLC

 

Member Units

 

(8)

 

-

 

(560)

 

-

 

8,830

 

-

 

560

 

8,270

River Aggregates, LLC

 

Member Units

 

(8)

 

-

 

-

 

-

 

3,240

 

-

 

-

 

3,240

Tedder Industries, LLC

 

12.00% Secured Debt

 

(9)

 

-

 

-

 

482

 

16,301

 

17

 

1,600

 

14,718

 

Preferred Member Units

 

(9)

 

-

 

-

 

-

 

8,136

 

-

 

-

 

8,136

 

12.00% Secured Debt

 

(9)

 

-

 

-

 

(1)

 

-

 

-

 

-

 

-

UnionRock Energy Fund II, LP

 

LP Interests

 

(9)

 

-

 

520

 

-

 

2,894

 

1,895

 

-

 

4,788

Vision Interests, Inc.

 

13.00% Secured Debt

 

(9)

 

-

 

-

 

66

 

2,028

 

-

 

-

 

2,028

 

Series A Preferred Stock

 

(9)

 

-

 

(160)

 

-

 

3,160

 

-

 

160

 

3,000

Other
Amounts related to
investments transferred to
or from other
1940 Act classification
during the period

-

-

-

-

-

-

-

Total Control Investments

$

(10,925)

$

14,261

$

24,025

$

1,113,725

$

126,139

$

46,901

$

1,192,964

Affiliate Investments

AAC Holdings, Inc.

 

(10.00% Cash, 8.00% PIK) Secured Debt

 

(7)

$

-

$

163

$

435

$

9,187

$

362

$

-

$

9,548

 

Warrants

 

(7)

 

-

 

(1,136)

 

-

 

2,938

 

-

 

1,136

 

1,802

 

Common Stock

 

(7)

 

-

 

(1,218)

 

-

 

3,148

 

-

 

1,218

 

1,930

 

(L+11.00%, Floor 1.00%) Secured Debt

 

(7)

 

-

 

-

 

(16)

 

-

 

-

 

-

 

-

AFG Capital Group, LLC

 

Preferred Member Units

 

(8)

 

-

 

510

 

-

 

5,810

 

510

 

-

 

6,320

 

10.00% Secured Debt

 

(8)

 

-

 

-

 

11

 

491

 

-

 

87

 

404

American Trailer Rental Group LLC

 

Member Units

 

(5)

 

-

 

1,870

 

-

 

16,010

 

1,870

 

-

 

17,880

BBB Tank Services, LLC

 

Member Units

 

(8)

 

-

 

-

 

-

 

280

 

-

 

-

 

280

 

(L+11.00%, Floor 1.00%) Unsecured Debt

 

(8)

 

-

 

-

 

164

 

4,722

 

20

 

-

 

4,742

 

PIK Preferred Stock (non-voting)

 

(8)

 

-

 

-

 

6

 

151

 

6

 

-

 

157


89


Table of Contents

Amount of

Interest,

Fees or

Amount of

Amount of

Dividends

December 31, 

March 31, 

Realized

Unrealized

Credited to

2020

Gross

Gross

2021

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Boccella Precast Products LLC

 

Member Units

 

(6)

 

-

 

(290)

 

360

 

6,040

 

-

 

290

 

5,750

Buca C, LLC

 

(2.56% Cash, 7.69% PIK) (L+9.25%, Floor 1.00%) Secured Debt

 

(7)

 

-

 

(373)

 

362

 

14,256

 

-

 

373

 

13,883

CAI Software LLC

 

Member Units

 

(6)

 

-

 

410

 

(10)

 

7,190

 

410

 

-

 

7,600

 

12.50% Secured Debt

 

(6)

 

-

 

(46)

 

1,489

 

47,474

 

46

 

3,399

 

44,121

Chandler Signs Holdings, LLC

 

Class A Units

 

(8)

 

-

 

(420)

 

-

 

1,460

 

-

 

420

 

1,040

Classic H&G Holdings, LLC

 

Preferred Member Units

 

(6)

 

-

 

1,670

 

320

 

9,510

 

1,670

 

-

 

11,180

 

12.00% Secured Debt

 

(6)

 

-

 

(10)

 

758

 

24,800

 

10

 

10

 

24,800

Congruent Credit Opportunities Funds

 

LP Interests (Congruent Credit Opportunities Fund
III, LP)

 

(8)

 

-

 

-

 

215

 

11,540

 

-

 

-

 

11,540

 

LP Interests (Fund II)

 

(8)

 

(4,449)

 

4,355

 

-

 

94

 

4,355

 

4,449

 

-

Copper Trail Energy Fund I, LP

 

LP Interests (Copper Trail Energy Fund I, LP)

 

(9)

 

-

 

61

 

91

 

1,782

 

61

 

-

 

1,843

Dos Rios Partners

 

LP Interests (Dos Rios Partners, LP)

 

(8)

 

-

 

(316)

 

-

 

5,417

 

-

 

316

 

5,101

 

LP Interests (Dos Rios Partners - A, LP)

 

(8)

 

-

 

(100)

 

-

 

1,720

 

-

 

100

 

1,620

Dos Rios Stone Products LLC

 

Class A Preferred Units

 

(8)

 

-

 

(230)

 

-

 

1,250

 

-

 

230

 

1,020

East Teak Fine Hardwoods, Inc.

 

Common Stock

 

(7)

 

-

 

-

 

-

 

300

 

-

 

-

 

300

EIG Fund Investments

 

LP Interests (EIG Global Private Debt Fund-A, L.P.)

 

(8)

 

3

 

-

 

33

 

526

 

34

 

113

 

446

Freeport Financial SBIC Fund LP

 

LP Interests (Freeport First Lien Loan Fund III LP)

 

(5)

 

-

 

-

 

245

 

10,321

 

-

 

1,398

 

8,923

 

LP Interests (Freeport Financial SBIC Fund LP)

 

(5)

 

-

 

-

 

-

 

5,264

 

-

 

-

 

5,264

GFG Group, LLC.

 

Preferred Member Units

 

(5)

 

-

 

-

 

-

 

-

 

4,900

 

-

 

4,900

 

12.00% Secured Debt

 

(5)

 

-

 

-

 

315

 

-

 

15,588

 

-

 

15,588

Hawk Ridge Systems, LLC

 

10.00% Secured Debt

 

(9)

 

-

 

-

 

2

 

-

 

-

 

-

 

-

 

10.00% Secured Debt

 

(9)

 

-

 

(8)

 

468

 

18,400

 

8

 

8

 

18,400

 

Preferred Member Units

 

(9)

 

-

 

1,290

 

337

 

8,030

 

1,290

 

-

 

9,320

 

Preferred Member Units

 

(9)

 

-

 

70

 

-

 

420

 

70

 

-

 

490

Houston Plating and Coatings, LLC

 

8.00% Unsecured Convertible Debt

 

(8)

 

-

 

-

 

60

 

2,900

 

-

 

-

 

2,900

 

Member Units

 

(8)

 

-

 

(830)

 

1

 

5,080

 

-

 

830

 

4,250

HPEP 3, L.P.

 

LP Interests (HPEP 3, L.P.)

 

(8)

 

-

 

-

 

-

 

3,258

 

374

 

-

 

3,632

I-45 SLF LLC

 

Member Units (Fully diluted 20.0%; 24.40% profits
interest) (8)

 

(8)

 

-

 

639

 

456

 

15,789

 

639

 

2,000

 

14,428

L.F. Manufacturing Holdings, LLC

 

PIK Preferred Member Units (non-voting)

 

(8)

 

-

 

-

 

3

 

93

 

3

 

-

 

96

 

Member Units

 

(8)

 

-

 

-

 

-

 

2,050

 

-

 

-

 

2,050

OnAsset Intelligence, Inc.

 

PIK Unsecured Debt

 

(8)

 

-

 

-

 

2

 

64

 

3

 

2

 

66

 

PIK Secured Debt

 

(8)

 

-

 

-

 

219

 

7,301

 

219

 

-

 

7,520

PCI Holding Company, Inc.

 

Preferred Stock

 

(9)

 

-

 

(203)

 

2,852

 

4,130

 

-

 

4,130

 

-

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

 

12.00% Secured Debt

 

(8)

 

(357)

 

-

 

-

 

-

 

-

 

-

 

-

SI East, LLC (Stavig)

 

9.50% Secured Debt

 

(7)

 

-

 

(39)

 

768

 

32,963

 

39

 

3,789

 

29,213

 

Preferred Member Units

 

(7)

 

-

 

380

 

0

 

9,780

 

380

 

-

 

10,160

Slick Innovations, LLC

 

Common Stock

 

(6)

 

-

 

180

 

-

 

1,330

 

180

 

-

 

1,510

 

Warrants

 

(6)

 

-

 

40

 

-

 

360

 

40

 

-

 

400

 

12.00% Secured Debt

 

(6)

 

-

 

(12)

 

185

 

5,720

 

12

 

172

 

5,560

Superior Rigging & Erecting Co.

 

Preferred Member Units

 

(7)

 

-

 

-

 

-

 

4,500

 

-

 

-

 

4,500

 

12.00% Secured Debt

 

(7)

 

-

 

-

 

653

 

21,298

 

8

 

-

 

21,306

UniTek Global Services, Inc.

 

PIK Secured Debt

 

(6)

 

-

 

-

 

19

 

-

 

1,092

 

-

 

1,092

 

PIK Preferred Stock

 

(6)

 

-

 

(52)

 

72

 

3,208

 

92

 

72

 

3,228

 

(L+6.50% Floor 1.00%) Secured Debt

 

(6)

 

-

 

62

 

41

 

2,426

 

65

 

393

 

2,098

Volusion, LLC

 

11.50% Secured Debt

 

(8)

 

-

 

-

 

582

 

19,243

 

-

 

-

 

19,243

 

Preferred Member Units

 

(8)

 

-

 

-

 

-

 

5,990

 

-

 

-

 

5,990

 

8.00% Unsecured Convertible Debt

 

(8)

 

-

 

-

 

8

 

291

 

-

 

-

 

291

Other
Amounts related to
investments transferred to
or from other
1940 Act classification
during the period

-

-

-

-

-

-

-

Total Affiliate investments

$

(4,803)

$

6,417

$

11,505

$

366,301

$

34,356

$

24,934

$

375,723


(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts from investments transferred from other 1940 Act classifications during the period.”

90


Company
 Investment(1)(10)(11) Geography Amount of
Realized
Gain/
(Loss)
 Amount of
Unrealized
Gain/
(Loss)
 Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2019
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2020
Fair
Value
 

NRP Jones, LLC

 12.00% Secured Debt (5)      387  6,376      6,376 

 Member Units (5)    (1,590) 25  4,710    1,590  3,120 

NuStep, LLC

 12.00% Secured Debt (5)      1,218  19,703  21  160  19,564 

 Preferred Member Units (5)        10,200      10,200 

Pegasus Research Group, LLC

 Member Units (8)    1,790  491  8,170  1,790    9,960 

River Aggregates, LLC

 Zero Coupon Secured Debt (8)        722      722 

 Member Units (8)    1,170  187  4,990  1,170    6,160 

 Member Units (8)    151    3,169  151    3,320 

Tedder Industries, LLC

 12.00% Secured Debt (9)      41  640      640 

 12.00% Secured Debt (9)      1,009  16,272  14    16,286 

 Preferred Member Units (9)        8,136      8,136 

UnionRock Energy Fund II, LP

 LP Interests (9)          2,894    2,894 

Other

                          

Amounts related to investments transferred to or from other 1940 Act classification during the period

      (7,832) 4,656  4  4,564       

Total Control investments

     $(19,866)$(42,235)$38,800 $1,032,721 $143,295 $163,313 $1,008,139 

Affiliate Investments

                          

                          

AFG Capital Group, LLC

 

10.00% Secured Debt

 

(8)

 
$

 
$

 
$

37
 
$

838
 
$

 
$

174
 
$

664
 

 Preferred Member Units (8)    (10)   5,180    10  5,170 

American Trailer Rental Group LLC

 LIBOR Plus 7.25% (Floor 1.00%) (5)    (182) 1,119  27,087  182  27,269   

 Member Units (5)    779    8,540  4,520    13,060 

BBB Tank Services, LLC

 LIBOR Plus 11.00% (Floor 1.00%) (8)    (51) 335  4,698  37  51  4,684 

 Preferred Member Units (8)      10  131  10    141 

 Member Units (8)    (80)   290    80  210 

Boccella Precast Products LLC

 LIBOR Plus 10.00% (Floor 1.00%) (6)    (138) 982  13,244  138  13,382   

 Member Units (6)    (290) 369  6,270    290  5,980 

Buca C, LLC

 LIBOR Plus 9.25% (Floor 1.00%) (7)    (1,714) 1,036  18,794  24  1,714  17,104 

 Preferred Member Units (7)    (4,005) 69  4,701  69  4,005  765 

CAI Software LLC

 12.50% Secured Debt (6)    108  996  9,160  19,500  16  28,644 

 Member Units (6)    369  10  5,210  720    5,930 

Chandler Signs Holdings, LLC

 Class A Units (8)    (200) (91) 2,740    200  2,540 

Charlotte Russe, Inc

 Common Stock (9)               

Classic H&G Holdings, LLC

 12.00% Secured Debt (6)      1,518    25,753    25,753 

 Preferred Member Units (6)          5,760    5,760 

Congruent Credit Opportunities Funds

 LP Interests (Fund II) (8)        855      855 

 LP Interests (Fund III) (8)    (399) 394  13,915    1,411  12,504 

Copper Trail Fund Investments

 LP Interests (Copper Trail Energy Fund I, LP) (9)    (791) 594  2,362    540  1,822 

Dos Rios Partners

 LP Interests (Dos Rios Partners, LP) (8)    (504)   7,033  759  504  7,288 

 LP Interests (Dos Rios Partners—A, LP) (8)    (160)   2,233  241  160  2,314 

East Teak Fine Hardwoods, Inc.

 Common Stock (7)    (100) 4  400    100  300 

EIG Fund Investments

 LP Interests (EIG Global Private Debt fund-A, L.P.) (8)  6  (111) 69  720  94  219  595 

Freeport Financial Funds

 LP Interests (Freeport Financial SBIC Fund LP) (5)    (624)   5,778    624  5,154 

 LP Interests (Freeport First Lien Loan Fund III LP) (5)    46  80  9,696  1,035  160  10,571 

Fuse, LLC

 12.00% Secured Debt (9)    (338) 118  1,939    338  1,601 

 Common Stock (9)        256      256 

Harris Preston Fund Investments

 LP Interests (HPEP 3, L.P.) (8)        2,474  345    2,819 

Hawk Ridge Systems, LLC

 LIBOR Plus 6.00% (Floor 1.00%) (9)      25  600      600 

 11.00% Secured Debt (9)    (15) 760  13,400  15  15  13,400 

 Preferred Member Units (9)    (580) 45  7,900    580  7,320 

 Preferred Member Units (9)    (30)   420    30  390 

Houston Plating and Coatings, LLC

 8.00% Unsecured Convertible Debt (8)    (1,000) 121  4,260    1,000  3,260 

 Member Units (8)    (3,110) 66  10,330    3,110  7,220 

I-45 SLF LLC

 Member Units (8)    (3,654) 1,258  14,407  3,200  3,654  13,953 

L.F. Manufacturing Holdings, LLC

 Preferred Member Units (8)      6  81  6    87 

 Member Units (8)        2,050      2,050 

OnAsset Intelligence, Inc.

 12.00% PIK Secured Debt (8)      399  6,474  399    6,873 

 10.00% PIK Secured Debt (8)      3  58  3    61 

 Preferred Stock (8)               

 Warrants (8)               

Table of Contents

(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $258,822. This represented 16.8% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $52,555. This represented 3.4% of net assets as of March 31, 2021.
(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $112,201. This represented 7.3% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $107,338. This represented 7.0% of net assets as of March 31, 2021.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $43,701. This represented 2.8% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $92,642. This represented 6.0% of net assets as of March 31, 2021.
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $492,297. This represented 32.0% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $93,135. This represented 6.0% of net assets as of March 31, 2021.
(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2021 for control investments located in this region was $285,943. This represented 18.6% of net assets as of March 31, 2021. The fair value as of March 31, 2021 for affiliate investments located in this region was $30,053. This represented 2.0% of net assets as of March 31, 2021.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.
(12)Investment has an unfunded commitment as of March 31, 2021 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

91


Company
 Investment(1)(10)(11) Geography Amount of
Realized
Gain/
(Loss)
 Amount of
Unrealized
Gain/
(Loss)
 Amount of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2019
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2020
Fair
Value
 

PCI Holding Company, Inc.

 12.00% Current Secured Debt (9)      689  11,356      11,356 

 Preferred Stock (9)    1,450    2,680  1,450    4,130 

 Preferred Stock (9)        4,350      4,350 

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

 12.00% Secured Debt (8)          241  241   

 Preferred Member Units (8)               

Salado Stone Holdings, LLC

 Class A Preferred Units (8)    (140)   570    140  430 

SI East, LLC

 9.50% Current, Secured Debt (7)    (36) 1,633  32,963  36  36  32,963 

 Preferred Member Units (7)    1,110  534  8,200  1,110    9,310 

Slick Innovations, LLC

 14.00% Current, Secured Debt (6)      468  6,197  19  80  6,136 

 Warrants (6)    10    290  10    300 

 Common Stock (6)    50    1,080  50    1,130 

UniTek Global Services, Inc.

 LIBOR Plus 6.50% (Floor 1.00%) (6)    (283) 121  2,962  14  299  2,677 

 Preferred Stock (6)    (2,680)   2,684    2,680  4 

 Preferred Stock (6)    (212) 212  2,282  212  212  2,282 

 Preferred Stock (6)    448  118  1,889  944    2,833 

 Preferred Stock (6)    (3,009)   3,667    3,009  658 

 Common Stock (6)               

Universal Wellhead Services Holdings, LLC

 Preferred Member Units (8)    (560)   800    560  240 

 Member Units (8)               

Volusion, LLC

 11.50% Secured Debt (8)    (181) 1,248  19,352  72  181  19,243 

 8.00% Unsecured Convertible Debt (8)      16  291      291 

 Preferred Member Units (8)    (8,322)   14,000    8,322  5,678 

 Warrants (8)    (150)   150    150   

Other

                          

Amounts related to investments transferred to or from other 1940 Act classification during the period

      (241)            

Total Affiliate investments

     $(235)$(29,289)$15,371 $330,287 $66,968 $75,546 $321,709 

(1)
The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.

(2)
Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in "Amounts from investments transferred from other 1940 Act classifications during the period."

(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)
Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

(5)
Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control investments located in this region was $236,976. This represented 17.3% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this region was $28,785. This represented 2.1% of net assets as of June 30, 2020.

(6)
Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control investments located in this region was $78,414. This represented 5.7% of net assets as of June 30, 2020. The fair value as of June 30,

Table of Contents

    2020 for affiliate investments located in this region was $88,087. This represented 6.4% of net assets as of June 30, 2020.

(7)
Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control investments located in this region was $47,427. This represented 3.5% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this region was $60,442. This represented 4.4% of net assets as of June 30, 2020.

(8)
Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control investments located in this region was $401,136. This represented 29.3% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this region was $99,170. This represented 7.2% of net assets as of June 30, 2020.

(9)
Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of June 30, 2020 for control investments located in this region was $244,186. This represented 17.8% of net assets as of June 30, 2020. The fair value as of June 30, 2020 for affiliate investments located in this region was $45,225. This represented 3.3% of net assets as of June 30, 2020.

(10)
All of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities," unless otherwise noted.

(11)
This schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

(12)
Investment has an unfunded commitment as of December 31, 2019 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

Table of Contents


Schedule 12-14

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments in and Advances to Affiliates
June 30, 2019

March 31, 2020

(dollars in thousands)

(unaudited)

Amount of

Interest,

Fees or

Amount of

Amount of

Dividends

December 31, 

March 31, 

Realized

Unrealized

Credited to

2019

Gross

Gross

2020

Company
 Investment(1)(10)(11) Geography Amount
of
Realized
Gain/
(Loss)
 Amount
of
Unrealized
Gain/
(Loss)
 Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2018
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2019
Fair
Value
 

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Majority-owned investments

                 

Café Brazil, LLC

 

Member Units

 

(8)

 
$

 
$

(730

)

$

131
 
$

4,780
 
$

 
$

730
 
$

4,050
 

Member Units

(8)

$

-

$

(260)

$

38

$

2,440

$

-

$

260

$

2,180

California Splendor Holdings LLC

LIBOR Plus 8.00% (Floor 1.00%)

(9)

-

103

143

7,104

112

5,800

1,416

LIBOR Plus 10.00% (Floor 1.00%)

(9)

-

(65)

862

27,801

13

65

27,749

California Splendor Holdings LLC

 LIBOR Plus 8.00% (Floor 1.00%) (9)   518 10,928 7,757 4,750 13,935 

 LIBOR Plus 10.00% (Floor 1.00%) (9)   1,817 27,755 22  27,777 

 Preferred Member Units (9)  (2,363) 125 9,745  2,363 7,382 

Preferred Member Units

(9)

-

-

271

7,163

271

-

7,434

Preferred Member Units

(9)

-

(1,601)

63

7,382

-

1,601

5,781

Clad-Rex Steel, LLC

 LIBOR Plus 9.00% (Floor 1.00%) (5)  (14) 709 12,080 14 414 11,680 

LIBOR Plus 9.50% (Floor 1.00%)

(5)

-

92

304

10,781

99

-

10,880

 Member Units (5)  (340) 125 10,610  340 10,270 

 10% Secured Debt (5)   58 1,161  11 1,150 

 Member Units (5)    350   350 

Member Units

(5)

-

(1,020)

72

9,630

-

1,020

8,610

10% Secured Debt

(5)

-

-

28

1,137

-

6

1,131

Member Units

(5)

-

-

-

460

-

-

460

CMS Minerals Investments

 Member Units (9)  (359) 35 2,580  573 2,007 

Member Units

(9)

-

(392)

-

1,900

-

445

1,455

Cody Pools, Inc.

LIBOR Plus 10.50% (Floor 1.75%)

(8)

-

-

323

-

15,842

-

15,842

Preferred Member Units

(8)

-

-

-

-

8,317

-

8,317

CompareNetworks Topco, LLC

 LIBOR Plus 11.00% (Floor 1.00%) (9)   32  242  242 

LIBOR Plus 11.00% (Floor 1.00%)

(9)

-

-

269

8,288

7

350

7,945

 LIBOR Plus 11.00% (Floor 1.00%) (9)   641  8,669  8,669 

 Preferred Member Units (9)   2  1,975  1,975 

Preferred Member Units

(9)

-

420

-

3,010

420

-

3,430

Direct Marketing Solutions, Inc.

 LIBOR Plus 11.00% (Floor 1.00%) (9)   1,234 17,848 19 470 17,397 

LIBOR Plus 11.00% (Floor 1.00%)

(9)

-

-

513

15,707

19

244

15,482

 Preferred Stock (9)  1,250  14,900 1,250  16,150 

Preferred Stock

(9)

-

(140)

-

20,200

-

140

20,060

Gamber-Johnson Holdings, LLC

 LIBOR Plus 7.50% (Floor 2.00%) (5)  (31) 1,071 21,486 31 1,695 19,822 

LIBOR Plus 6.50% (Floor 2.00%)

(5)

-

(14)

410

19,022

14

798

18,238

 Member Units (5)   1,516 45,460   45,460 

Member Units

(5)

-

(170)

2,057

53,410

-

170

53,240

GRT Rubber Technologies LLC

 LIBOR Plus 7.00% (8)  (11) 550 9,740 3,528 11 13,257 

LIBOR Plus 7.00%

(8)

-

-

363

15,016

1,759

-

16,775

 Member Units (8)  7,070 5,456 39,060 7,070  46,130 

Member Units

(8)

-

(2,020)

695

47,450

-

2,020

45,430

Guerdon Modular Holdings, Inc.

 16% Secured Debt (9)  (1,528) 433 12,002 16 1,528 10,490 

16.00% Secured Debt

(9)

(12,776)

12,587

-

-

-

-

-

 LIBOR Plus 8.50% (Floor 1.00%) (9)     464  464 

 Preferred Stock (9)        

 Common Stock (9) (7)       

 Warrants (9)        

LIBOR Plus 8.50% (Floor 1.00%)

(9)

(993)

1,010

-

-

-

-

-

Preferred Stock

(9)

-

-

-

-

-

-

-

Common Stock

(9)

130

-

-

-

-

-

-

Warrants

(9)

-

-

-

-

-

-

-

Harborside Holdings, LLC

 Member Units (8)  (70)  9,500 100 70 9,530 

Member Units

(8)

-

-

-

9,560

-

-

9,560

IDX Broker, LLC

 11.5% Secured Debt (9)  (23) 842 14,350 23 373 14,000 

11.00% Secured Debt

(9)

-

(13)

380

13,400

13

813

12,600

 Preferred Member Units (9)  900 207 13,520 900  14,420 

Preferred Member Units

(9)

-

2,860

69

15,040

2,860

-

17,900

Jensen Jewelers of Idaho, LLC

 Prime Plus 6.75% (Floor 2.00%) (9)  (11) 206 3,355 11 311 3,055 

Prime Plus 6.75% (Floor 2.00%)

(9)

-

(56)

125

4,000

4

156

3,848

 Member Units (9)  1,720 155 5,090 1,720  6,810 

Member Units

(9)

-

(470)

-

8,270

-

470

7,800

Kickhaefer Manufacturing Company, LLC

 11.5% Secured Debt (5)   1,646 28,775 31 1,864 26,942 

11.50% Secured Debt

(5)

-

-

742

24,982

574

400

25,156

 Member Units (5)    12,240   12,240 

 9.0% Secured Debt (5)   178 3,970  17 3,953 

 Member Units (5)   71 992   992 

Member Units

(5)

-

(790)

-

12,240

-

790

11,450

Lamb Ventures, LLC

 LIBOR Plus 5.75% (8)  (2) 10  402 202 200 

 11% Secured Debt (8)  (4) 580 8,339 3,504 4 11,839 

 Preferred Equity (8)    400   400 

 Member Units (8)  4,050 394 7,440 4,440  11,880 

 9.5% Secured Debt (8)   21 432   432 

 Member Units (8)  (80) 73 630  80 550 

9.00% Secured Debt

(5)

-

-

90

3,939

-

7

3,932

Member Units

(5)

-

-

22

1,160

-

-

1,160

Market Force Information, LLC

 LIBOR Plus 7.00% (Floor 1.00%) (9)   26 200 1,509 200 1,509 

8% PIK Secured Debt

(9)

-

(373)

37

2,695

-

373

2,322

 LIBOR Plus 11.00% (Floor 1.00%) (9)   1,583 22,624 20  22,644 

 Member Units (9)  (2,070)  13,100  2,070 11,030 

12.00% PIK Secured Debt

(9)

-

(5,110)

242

22,621

8

5,110

17,519

Member Units

(9)

-

(5,280)

-

5,280

-

5,280

-

MH Corbin Holding LLC

 5% Current / 5% PIK Secured Debt (5)  477 984 11,733 1,333 4,400 8,666 

13.00% Secured Debt

(5)

-

(76)

297

8,890

8

156

8,742

 Preferred Member Units (5)  (980)  1,000  980 20 

 Preferred Member Units (5)  370   4,770  4,770 

Preferred Member Units

(5)

-

(20)

-

20

-

20

-

Preferred Member Units

(5)

-

(400)

-

4,770

-

400

4,370

Mid-Columbia Lumber Products, LLC

 10% Secured Debt (9)   90 1,746 2  1,748 

10.00% Secured Debt

(9)

-

148

44

1,602

148

1,750

-

 12% Secured Debt (9)   244 3,880 9  3,889 

 Member Units (9)  (3,160) 3 3,860  3,160 700 

 9.5% Secured Debt (9)   35 746  23 723 

 Member Units (9)  170 34 1,470 170  1,640 

12.00% Secured Debt

(9)

-

256

119

3,644

256

3,900

-

Member Units

(9)

-

(1,000)

1

-

1,000

1,000

-

9.50% Secured Debt

(9)

-

-

16

701

-

12

689

Member Units

(9)

-

-

20

1,640

-

-

1,640

MSC Adviser I, LLC

 Member Units (8)  3,830 2,881 65,748 3,830  69,578 

Member Units

(8)

-

(12,940)

660

74,520

-

12,940

61,580

Mystic Logistics Holdings, LLC

12.00% Secured Debt

(6)

-

-

213

6,253

983

279

6,957

Common Stock

(6)

-

1,780

-

8,410

1,780

-

10,190

Mystic Logistics Holdings, LLC

 12% Secured Debt (6)   469 7,506 23 455 7,074 

 Common Stock (6)  1,880  210 1,880  2,090 

OMi Holdings, Inc.

Common Stock

(8)

-

1,080

543

16,950

1,080

-

18,030

PPL RVs, Inc.

LIBOR Plus 8.75% PIK (Floor 0.50%)

(8)

-

-

339

12,118

123

250

11,991

Common Stock

(8)

-

690

-

9,930

690

-

10,620

PPL RVs, Inc.

 LIBOR Plus 7.00% (Floor 0.50%) (8)  (94) 754 15,100 20 1,099 14,021 

 Common Stock (8)  (1,330)  10,380  1,330 9,050 

Principle Environmental, LLC
(d/b.a TruHorizon
Environmental Solutions)

13.00% Secured Debt

(8)

-

(13)

224

6,397

13

13

6,397

Preferred Member Units

(8)

-

350

-

13,390

350

-

13,740

Principle Environmental, LLC

 13% Secured Debt (8)  (35) 484 7,477 35 1,115 6,397 

(d/b.a TruHorizon Environmental Solutions)

 Preferred Member Units (8)  2,510 1,440 13,090 2,510  15,600 

 Warrants (8)  380  780 380  1,160 

Warrants

(8)

-

50

-

1,090

50

-

1,140


92


Table of Contents

Amount of

Interest,

Fees or

Amount of

Amount of

Dividends

December 31, 

March 31, 

Realized

Unrealized

Credited to

2019

Gross

Gross

2020

Company
 Investment(1)(10)(11) Geography Amount
of
Realized
Gain/
(Loss)
 Amount
of
Unrealized
Gain/
(Loss)
 Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2018
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2019
Fair
Value
 

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

Quality Lease Service, LLC

 Zero Coupon Secured Debt (7) (741) 891  6,450 891 7,341  

Member Units

(7)

-

(3,340)

-

9,289

300

3,340

6,249

 Member Units (7)    3,809 6,770  10,579 

The MPI Group, LLC

 9% Secured Debt (7)  103 132 2,582 103  2,685 

 Series A Preferred Units (7) (8) (430)  440  430 10 

 Warrants (7)        

 Member Units (7)   63 2,479   2,479 

Trantech Radiator Topco, LLC

 12% Secured Debt (7)   350  10,282  10,282 

12% Secured Debt

(7)

-

-

282

9,102

7

320

8,789

 Common Stock (7)   10  4,655  4,655 

Common Stock

(7)

-

1,964

29

4,655

1,964

-

6,619

Vision Interests, Inc.

 13% Secured Debt (9)   136 2,153  125 2,028 

13.00% Secured Debt

(9)

-

-

67

2,028

-

-

2,028

 Series A Preferred Stock (9)  350  3,740 350  4,090 

 Common Stock (9)  129  280 129  409 

Series A Preferred Stock

(9)

-

(630)

-

4,089

-

630

3,459

Ziegler's NYPD, LLC

 6.5% Secured Debt (8)   34 1,000  1 999 

 12% Secured Debt (8)   26 425 200  625 

 14% Secured Debt (8)   194 2,750   2,750 

 Warrants (8)        

 Preferred Member Units (8)  (239)  1,249  239 1,010 

Common Stock

(9)

-

(239)

-

409

-

239

170

Ziegler’s NYPD, LLC

6.50% Secured Debt

(8)

-

(101)

16

1,000

5

101

904

12.00% Secured Debt

(8)

-

-

19

625

6

-

631

14.00% Secured Debt

(8)

-

(279)

97

2,750

33

279

2,504

Warrants

(8)

-

-

-

-

-

-

-

Preferred Member Units

(8)

-

(130)

-

1,269

-

130

1,139

Other controlled investments

                 

Access Media Holdings, LLC

 

10% PIK Secured Debt

 

(5)

 
 
(955

)
 
25
 
8,558
 
 
955
 
7,603
 

10.00% PIK Secured Debt

(5)

-

(1,962)

13

6,387

-

1,962

4,425

 Preferred Member Units (12) (5)    (284)   (284)

 Member Units (5)        

Preferred Member Units

(5)

-

-

-

(284)

-

-

(284)

Member Units

(5)

-

-

-

-

-

-

-

Analytical Systems Keco, LLC

LIBOR Plus 10.00% (Floor 2.00%)

(8)

-

-

186

5,210

18

70

5,158

Preferred Member Units

(8)

-

860

-

3,200

860

-

4,060

Warrants

(8)

-

224

-

316

224

-

540

ASC Interests, LLC

 11% Secured Debt (8)   99 1,622 8  1,630 

12.50% Secured Debt

(8)

-

-

58

1,639

-

37

1,602

 Member Units (8)  (80)  1,370  80 1,290 

Member Units

(8)

-

(240)

-

1,290

-

240

1,050

ATS Workholding, LLC

 5% Secured Debt (9)  (28) 179 4,390 122 93 4,419 

5.00% Secured Debt

(9)

-

(619)

92

4,521

31

619

3,933

 Preferred Member Units (9)  (1,708)  3,726  1,708 2,018 

Preferred Member Units

(9)

-

(939)

-

939

-

939

-

Bond-Coat, Inc.

 15% Secured Debt (8)  (229) 835 11,596 52 229 11,419 

15% Secured Debt

(8)

-

-

1,399

11,473

123

11,596

-

 Common Stock (8)  (2,020)  9,370  2,020 7,350 

Common Stock

(8)

-

(1,280)

-

8,300

-

1,280

7,020

Brewer Crane Holdings, LLC

 LIBOR Plus 10.00% (Floor 1.00%) (9)   597 9,467 9 248 9,228 

LIBOR Plus 10.00% (Floor 1.00%)

(9)

-

-

268

8,989

5

124

8,870

 Preferred Member Units (9)   60 4,280   4,280 

Preferred Member Units

(9)

-

-

20

4,280

-

-

4,280

Bridge Capital Solutions Corporation

 13% Secured Debt (6)   687 6,221 197  6,418 

13.00% Secured Debt

(6)

-

-

431

7,797

141

-

7,938

 Warrants (6)  (470)  4,020  470 3,550 

 13% Secured Debt (6)  (6) 66 1,000 1 6 995 

 Preferred Member Units (6)   50 1,000   1,000 

Warrants

(6)

-

(180)

-

3,500

-

180

3,320

13.00% Secured Debt

(6)

-

-

33

996

1

-

997

Preferred Member Units

(6)

-

-

25

1,000

-

-

1,000

CBT Nuggets, LLC

 Member Units (9)  (2,020) 300 61,610  2,020 59,590 

Member Units

(9)

-

(3,230)

-

50,850

-

3,230

47,620

Centre Technologies Holdings, LLC

 LIBOR Plus 9.00% (Floor 2.00%) (8)   861  12,127  12,127 

LIBOR Plus 10.00% (Floor 2.00%)

(8)

-

-

372

12,136

7

153

11,990

 Preferred Member Units (8)   60  5,840  5,840 

Preferred Member Units

(8)

-

-

30

5,840

-

-

5,840

Chamberlin Holding LLC

 LIBOR Plus 10.00% (Floor 1.00%) (8)   1,293 20,028 27 1,327 18,728 

LIBOR Plus 10.00% (Floor 1.00%)

(8)

-

(8)

542

17,773

8

8

17,773

 Member Units (8)  4,050 588 18,940 4,050  22,990 

 Member Units (8)   11 732   732 

Member Units

(8)

-

110

243

24,040

110

-

24,150

Member Units

(8)

-

(530)

17

1,450

-

530

920

Charps, LLC

 11.50% Secured Debt (5)  (83) 675 11,888 1,695 13,583  

15.00% Secured Debt

(5)

-

-

76

2,000

-

-

2,000

 15% Secured Debt (5)   22  2,000  2,000 

 Preferred Member Units (5)  2,360 261 2,270 2,360  4,630 

Preferred Member Units

(5)

-

640

23

6,920

640

-

7,560

Copper Trail Fund Investments

 LP Interests (CTMH, LP) (9)   5 872   872 

LP Interests (CTMH, LP)

(9)

-

-

-

872

-

80

792

Datacom, LLC

8.00% Secured Debt

(8)

-

-

-

1,615

-

-

1,615

10.50% PIK Secured Debt

(8)

-

-

-

10,142

-

-

10,142

Datacom, LLC

 8% Secured Debt (8)  (136)  1,690  136 1,554 

 10.50% PIK Secured Debt (8)    9,786   9,786 

 Class A Preferred Member Units (8)        

 Class B Preferred Member Units (8)        

Class A Preferred Member Units

(8)

-

-

-

-

-

-

-

Class B Preferred Member Units

(8)

-

-

-

-

-

-

-

Digital Products Holdings LLC

 LIBOR Plus 10.00% (Floor 1.00%) (5)   1,620 25,511 26 660 24,877 

LIBOR Plus 10.00% (Floor 1.00%)

(5)

-

(338)

584

18,452

11

668

17,795

 Preferred Member Units (5)  (501) 100 8,466  501 7,965 

Preferred Member Units

(5)

-

(2,796)

50

5,174

-

2,796

2,378

Garreco, LLC

 LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%) (8)   241 5,099 10 422 4,687 

LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%)

(8)

-

-

112

4,515

3

-

4,518

 Member Units (8)  (90) 28 2,590  90 2,500 

Member Units

(8)

-

(480)

-

2,560

-

480

2,080

Gulf Manufacturing, LLC

 Member Units (8)  (390) 609 11,690  390 11,300 

Member Units

(8)

-

(2,180)

119

7,430

-

2,180

5,250

Gulf Publishing Holdings, LLC

LIBOR Plus 9.50% (Floor 1.00%)

(8)

-

-

7

280

-

40

240

12.50% Secured Debt

(8)

-

(139)

404

12,493

7

139

12,361

Gulf Publishing Holdings, LLC

 LIBOR Plus 9.50% (Floor 1.00%) (8)   6  320  320 

 12.5% Secured Debt (8)   804 12,594 14 130 12,478 

 Member Units (8)  210  4,120 210  4,330 

Member Units

(8)

-

(2,420)

-

2,420

-

2,420

-

Harris Preston Fund Investments

 LP Interests (2717 MH, L.P.) (8)    1,133 1,195 500 1,828 

LP Interests (2717 MH, L.P.)

(8)

-

-

-

3,157

-

-

3,157

Harrison Hydra-Gen, Ltd.

 Common Stock (8)  530 247 8,070 530  8,600 

Common Stock

(8)

-

(1,610)

104

7,970

-

1,610

6,360

J&J Services, Inc.

11.50% Secured Debt

(7)

-

-

518

17,430

7

-

17,437

Preferred Stock

(7)

-

-

-

7,160

-

-

7,160

KBK Industries, LLC

 Member Units (5)  3,300 860 8,610 3,300  11,910 

Member Units

(5)

-

(440)

212

15,470

-

440

15,030

NAPCO Precast, LLC

 LIBOR Plus 8.50% (8)  (11) 123 11,475 11 11,486  

Member Units

(8)

-

(2,850)

2

14,760

-

2,850

11,910

 Member Units (8)  1,010 1,890 13,990 1,010  15,000 

NexRev LLC

 11% Secured Debt (8)   975 17,288 16 217 17,087 

11.00% PIK Secured Debt

(8)

-

(1,701)

397

17,469

174

1,919

15,724

 Preferred Member Units (8)  (1,010) 155 7,890  1,010 6,880 

Preferred Member Units

(8)

-

(6,310)

-

6,310

-

6,310

-

NRI Clinical Research, LLC

 LIBOR Plus 6.75% (Floor 1.50%) (9)  (16) 8  200 117 83 

9.00% Secured Debt

(9)

-

(8)

201

5,981

1,527

8

7,500

 14% Secured Debt (9)   486 6,685 16 16 6,685 

 Warrants (9)    660 130  790 

 Member Units (9)  740 32 2,478 610  3,088 

Warrants

(9)

-

160

-

1,230

160

-

1,390

Member Units

(9)

-

333

377

4,988

710

377

5,321

NRP Jones, LLC

 12% Secured Debt (5)   385 6,376   6,376 

12.00% Secured Debt

(5)

-

-

193

6,376

-

-

6,376

 Member Units (5)  300 120 5,960 300  6,260 

Member Units

(5)

-

(1,220)

25

4,710

-

1,220

3,490

NuStep, LLC

12.00% Secured Debt

(5)

-

-

610

19,703

11

160

19,554

Preferred Member Units

(5)

-

-

-

10,200

-

-

10,200

Pegasus Research Group, LLC

Member Units

(8)

-

1,790

-

8,170

1,790

-

9,960

River Aggregates, LLC

Zero Coupon Secured Debt

(8)

-

-

-

722

-

-

722

Member Units

(8)

-

1,170

93

4,990

1,170

-

6,160

Member Units

(8)

-

80

-

3,169

80

-

3,249

Tedder Industries, LLC

12.00% Secured Debt

(9)

-

-

21

640

-

-

640

12.00% Secured Debt

(9)

-

-

504

16,272

7

-

16,279


93


Table of Contents

Amount of

Interest,

Fees or

Amount of

Amount of

Dividends

December 31, 

March 31, 

Realized

Unrealized

Credited to

2019

Gross

Gross

2020

Company
 Investment(1)(10)(11) Geography Amount
of
Realized
Gain/
(Loss)
 Amount
of
Unrealized
Gain/
(Loss)
 Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2018
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2019
Fair
Value
 

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

NuStep, LLC

 12% Secured Debt (5)   1,265 20,458 20  20,478 

 Preferred Member Units (5)    10,200   10,200 

OMi Holdings, Inc.

 Common Stock (8)  780 960 16,020 780  16,800 

Pegasus Research Group, LLC

 Member Units (8)  (880)  7,680  880 6,800 

River Aggregates, LLC

 Zero Coupon Secured Debt (8)    722  1 721 

 Member Units (8)    4,610   4,610 

 Member Units (8)    2,930  1 2,929 

Tedder Industries, LLC

 12%, Secured Debt (9)   41 480 320  800 

 12%, Secured Debt (9)   1,004 16,246 13  16,259 

 Preferred Member Units (9)    7,476   7,476 

Preferred Member Units

(9)

-

-

-

8,136

-

-

8,136

Other

                 

Amounts related to investments transferred to or from other 1940 Act classification during the period

    (187) 260 (133) 5,809    

(7,833)

-

9

4,564

-

-

-

Total Control investments

$

(21,472)

$

(39,665)

$

19,474

$

1,032,721

$

46,953

$

96,742

$

978,368

Affiliate Investments

AFG Capital Group, LLC

10.00% Secured Debt

(8)

$

-

$

-

$

20

$

838

$

-

$

87

$

751

Preferred Member Units

(8)

-

(120)

-

5,180

-

120

5,060

Total Control investments

   $(943)$15,083 $47,308 $1,004,993 $119,578 $78,070 $1,040,692 

American Trailer Rental Group LLC

LIBOR Plus 7.25% (Floor 1.00%)

(5)

-

(182)

1,119

27,087

182

27,269

-

Member Units

(5)

-

669

-

8,540

4,410

-

12,950

BBB Tank Services, LLC

LIBOR Plus 11.00% (Floor 1.00%)

(8)

-

(51)

171

4,698

18

51

4,665

Preferred Member Units

(8)

-

-

5

131

5

-

136

Member Units

(8)

-

(80)

-

290

-

80

210

Boccella Precast Products LLC

LIBOR Plus 10% (Floor 1.00%)

(6)

-

(15)

434

13,244

15

379

12,880

Member Units

(6)

-

(610)

77

6,270

-

610

5,660

Buca C, LLC

LIBOR Plus 9.25% (Floor 1.00%)

(7)

-

(1,821)

532

18,794

11

1,821

16,984

Preferred Member Units

(7)

-

(4,005)

69

4,701

69

4,005

765

CAI Software LLC

11.00% Secured Debt

(6)

-

(4)

259

9,160

4

20

9,144

Member Units

(6)

-

60

10

5,210

60

-

5,270

Chandler Signs Holdings, LLC

Class A Units

(8)

-

(200)

(91)

2,740

-

200

2,540

Charlotte Russe, Inc

Common Stock

(9)

-

-

-

-

-

-

-

Classic H&G Holdings, LLC

12% Secured Debt

(6)

-

-

717

-

25,743

-

25,743

Preferred Member Units

(6)

-

-

-

-

5,760

-

5,760

Congruent Credit Opportunities Funds

LP Interests (Fund II)

(8)

-

-

-

855

-

-

855

LP Interests (Fund III)

(8)

-

(1,329)

277

13,915

-

2,341

11,574

Copper Trail Fund Investments

LP Interests (Copper Trail Energy Fund I, LP)

(9)

-

-

164

2,362

-

-

2,362

Dos Rios Partners

LP Interests (Dos Rios Partners, LP)

(8)

-

(185)

-

7,033

-

185

6,848

LP Interests (Dos Rios Partners - A, LP)

(8)

-

(59)

-

2,233

-

59

2,174

East Teak Fine Hardwoods, Inc.

Common Stock

(7)

-

(100)

4

400

-

100

300

EIG Fund Investments

LP Interests (EIG Global Private Debt fund-A, L.P.)

(8)

6

(113)

34

720

61

219

562

Freeport Financial Funds

LP Interests (Freeport Financial SBIC Fund LP)

(5)

-

(739)

-

5,778

-

739

5,039

LP Interests (Freeport First Lien Loan Fund III LP)

(5)

-

(1,052)

255

9,696

989

1,052

9,633

Fuse, LLC

12% Secured Debt

(9)

-

-

59

1,939

-

-

1,939

Common Stock

(9)

-

-

-

256

-

-

256

Harris Preston Fund Investments

LP Interests (HPEP 3, L.P.)

(8)

-

-

-

2,474

345

-

2,819

Hawk Ridge Systems, LLC

LIBOR Plus 6.00% (Floor 1.00%)

(9)

-

-

13

600

-

-

600

11.00% Secured Debt

(9)

-

(7)

380

13,400

7

7

13,400

Preferred Member Units

(9)

-

(580)

-

7,900

-

580

7,320

Preferred Member Units

(9)

-

(30)

-

420

-

30

390

Affiliate Investments

                 

 

AFG Capital Group, LLC

 

Warrants

 

(8)

 
$

781
 
$

(691

)

$

 
$

950
 
$

 
$

950
 
$

 

 10% Secured Debt (8)   19  1,040 29 1,011 

 Preferred Member Units (8)  570 (40) 3,980 570  4,550 

American Trailer Rental Group LLC

 LIBOR Plus 7.25% (Floor 1.00%) (5)  181 1,295 20,312 4,888  25,200 

 Member Units (5)  1,250  5,780 1,250  7,030 

Barfly Ventures, LLC

 12% Secured Debt (5)  (155) 632 10,018 17 155 9,880 

 Options (5)    940   940 

 Warrants (5)    410   410 

BBB Tank Services, LLC

 LIBOR Plus 11% (Floor 1.00%) (8)   330 3,833 672  4,505 

 Preferred Member Units (8)   9 113 9  122 

 Member Units (8)  (110)  230  110 120 

Boccella Precast Products LLC

 LIBOR Plus 10% (Floor 1.00%) (6)  (41) 1,167 15,724 441 1,961 14,204 

 Member Units (6)  184 75 5,080 280  5,360 

Boss Industries, LLC

 Preferred Member Units (5) 3,771 (3,930) 611 6,176  6,176  

Buca C, LLC

 LIBOR Plus 9.25% (Floor 1.00%) (7)  (187) 1,142 19,038 21 287 18,772 

 Preferred Member Units (7)   130 4,431 130  4,561 

CAI Software LLC

 12% Secured Debt (6)  (16) 662 10,880 16 696 10,200 

 Member Units (6)  2,223  2,717 2,223  4,940 

Chandler Signs Holdings, LLC

 12% Secured Debt/1.00% PIK (8)  (4) 302 4,546 27 4 4,569 

 Class A Units (8)  (100)  2,120  100 2,020 

Charlotte Russe, Inc

 8.50% Secured Debt (9) (7,012) 4,003  3,930 4,003 7,933  

 Common Stock (9)        

Condit Exhibits, LLC

 Member Units (9)   107 1,950   1,950 

Congruent Credit Opportunities Funds

 LP Interests (Fund II) (8)    855   855 

 LP Interests (Fund III) (8)  177 532 17,468 177 367 17,278 

Copper Trail Fund Investments

 LP Interests (Copper Trail Energy Fund I, LP) (9)  86 5 4,170 86 1,184 3,072 

Dos Rios Partners

 LP Interests (Dos Rios Partners, LP) (8)  (580)  7,153  580 6,573 

 LP Interests (Dos Rios Partners—A, LP) (8)  (184)  2,271  184 2,087 

East Teak Fine Hardwoods, Inc.

 Common Stock (7)   8 560   560 

EIG Fund Investments

 LP Interests (EIG Global Private Debt fund—A, L.P.) (8) 8  39 505 217 45 677 

Freeport Financial Funds

 LP Interests (Freeport Financial SBIC Fund LP) (5)  258  5,399 258  5,657 

 LP Interests (Freeport First Lien Loan Fund III LP) (5)  (85) 510 10,980 799 1,484 10,295 

Fuse, LLC

 12% Secured Debt (9)     1,939  1,939 

 Common Stock (9)     256  256 

Harris Preston Fund Investments

 LP Interests (HPEP 3, L.P.) (8)    1,733 500  2,233 

Hawk Ridge Systems, LLC

 10.0% Secured Debt (9)  (20) 727 14,300 20 920 13,400 

 Preferred Member Units (9)   247 7,260   7,260 

 Preferred Member Units (9)    380   380 

Houston Plating and Coatings, LLC

 8% Unsecured Convertible Debt (8)  240 121 3,720 240  3,960 

8.00% Unsecured Convertible Debt

(8)

-

(570)

61

4,260

-

570

3,690

 Member Units (8)  1,280 240 8,330 1,280  9,610 

Member Units

(8)

-

(1,490)

65

10,330

-

1,490

8,840

I-45 SLF LLC

 Member Units (8)  (505) 1,718 15,627 800 505 15,922 

Member Units

(8)

-

(4,656)

685

14,407

-

4,656

9,751

L.F. Manufacturing Holdings, LLC

Preferred Member Units

(8)

-

-

3

81

3

-

84

Member Units

(8)

-

-

-

2,050

-

-

2,050

L.F. Manufacturing Holdings, LLC

 Preferred Member Units (8)   5  76  76 

 Member Units (8)  (120)  2,060  120 1,940 

OnAsset Intelligence, Inc.

12.00% PIK Secured Debt

(8)

-

-

197

6,474

197

-

6,671

10.00% PIK Secured Debt

(8)

-

-

2

58

2

-

60

Preferred Stock

(8)

-

-

-

-

-

-

-

Warrants

(8)

-

-

-

-

-

-

-

PCI Holding Company, Inc.

12% Current Secured Debt

(9)

-

-

344

11,356

-

-

11,356

Preferred Stock

(9)

-

1,260

-

2,680

1,260

-

3,940

Preferred Stock

(9)

-

-

-

4,350

-

-

4,350

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)

12.00% Secured Debt

(8)

-

-

-

-

241

241

-

Preferred Member Units

(8)

-

-

-

-

-

-

-

Salado Stone Holdings, LLC

Class A Preferred Units

(8)

-

(140)

-

570

-

140

430

SI East, LLC

9.50% Current, Secured Debt

(7)

-

(18)

816

32,963

18

18

32,963

Preferred Member Units

(7)

-

450

356

8,200

450

-

8,650

Slick Innovations, LLC

14.00% Current, Secured Debt

(6)

-

-

233

6,197

9

-

6,206

Warrants

(6)

-

-

-

290

-

-

290

Common Stock

(6)

-

-

-

1,080

-

-

1,080


94


Table of Contents

Amount of

Interest,

Fees or

Amount of

Amount of

Dividends

December 31, 

March 31, 

Realized

Unrealized

Credited to

2019

Gross

Gross

2020

Company

    

Investment(1)(10)(11)

    

Geography

    

Gain/(Loss)

    

Gain/(Loss)

    

Income(2)

    

Fair Value

    

Additions(3)

    

Reductions(4)

    

Fair Value

UniTek Global Services, Inc.

LIBOR Plus 6.50% (Floor 1.00%)

(6)

-

(283)

64

2,962

17

292

2,687

Preferred Stock

(6)

-

(2,680)

-

2,684

-

2,680

4

Preferred Stock

(6)

-

(106)

106

2,282

106

106

2,282

Preferred Stock

(6)

-

511

56

1,889

944

-

2,833

Preferred Stock

(6)

-

(1,250)

-

3,667

-

1,250

2,417

Common Stock

(6)

-

-

-

-

-

-

-

Universal Wellhead Services Holdings, LLC

Preferred Member Units

(8)

-

(260)

-

800

-

260

540

Member Units

(8)

-

-

-

-

-

-

-

Volusion, LLC

11.50% Secured Debt

(8)

-

(181)

660

19,352

72

181

19,243

8.00% Unsecured Convertible Debt

(8)

-

-

8

291

-

-

291

Preferred Member Units

(8)

-

(1,050)

-

14,000

-

1,050

12,950

Warrants

(8)

-

(150)

-

150

-

150

-

Other

Amounts related to investments transferred to or from other 1940 Act classification during the period

(241)

-

-

-

-

-

-

Total Affiliate investments

$

(235)

$

(21,166)

$

8,164

$

330,287

$

40,998

$

53,038

$

318,247


(1)The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.
(2)Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in “Amounts from investments transferred from other 1940 Act classifications during the period.”
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2020 for control investments located in this region was $235,893. This represented 17.7% of net assets as of March 31, 2020. The fair value as of March 31, 2020 for affiliate investments located in this region was $27,622. This represented 2.1% of net assets as of March 31, 2020.
(6)Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2020 for control investments located in this region was $30,402. This represented 2.3% of net assets as of March 31, 2020. The fair value as of March 31, 2020 for affiliate investments located in this region was $82,256. This represented 6.2% of net assets as of March 31, 2020.
(7)Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of March 31, 2020 for control investments located in this region was $46,254. This represented 3.5% of net assets as of March 31, 2020. The fair value as of March 31, 2020 for affiliate investments located in this region was $59,662. This represented 4.5% of net assets as of March 31, 2020.
(8)Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of March 31, 2020 for control investments located in this region was $400,331. This represented 30.0% of

95


Company
 Investment(1)(10)(11) Geography Amount
of
Realized
Gain/
(Loss)
 Amount
of
Unrealized
Gain/
(Loss)
 Amount
of
Interest,
Fees or
Dividends
Credited
to
Income(2)
 December 31,
2018
Fair Value
 Gross
Additions(3)
 Gross
Reductions(4)
 June 30,
2019
Fair
Value
 

OnAsset Intelligence, Inc.

 12% PIK Secured Debt (8)      355  5,743  352    6,095 

 10% PIK Secured Debt (8)        53  2    55 

 Preferred Stock (8)               

 Warrants (8)               

PCI Holding Company, Inc.

 12% Current Secured Debt (9)      792  11,908  98  650  11,356 

 Preferred Stock (9)    (140)   340    140  200 

 Preferred Stock (9)    870    3,480  870    4,350 

Rocaceia, LLC (Quality Lease and Rental

 12% Secured Debt (8)        250      250 

Holdings, LLC)

 Preferred Member Units (8)               

Salado Stone Holdings, LLC

 Class A Preferred Units (8)    (30)   1,040    30  1,010 

SI East, LLC

 10.25% Current, Secured Debt (7)    324  1,871  34,885  365  563  34,687 

 Preferred Member Units (7)    730  117  6,000  730    6,730 

Slick Innovations, LLC

 14% Current, Secured Debt (6)      523  6,959  43  800  6,202 

 Warrants (6)    59    181  59    240 

 Member Units (6)    190    700  190    890 

UniTek Global Services, Inc.

 LIBOR Plus 5.50% (Floor 1.00%) (6)      123  2,969  1  17  2,953 

 Preferred Stock (6)      512  7,413  511    7,924 

 Preferred Stock (6)      160  1,637  160    1,797 

 Preferred Stock (6)      297  3,038  298    3,336 

 Common Stock (6)    (820)   1,420    820  600 

Universal Wellhead Services Holdings, LLC

 Preferred Member Units (8)    (60) 130  950  130  60  1,020 

 Member Units (8)    (1,340)   2,330    1,340  990 

Volusion, LLC

 11.5% Secured Debt (8)      1,532  18,407  1,342    19,749 

 8% Unsecured Convertible Debt (8)    (118) 14  297  112  118  291 

 Preferred Member Units (8)        14,000      14,000 

 Warrants (8)    (1,321)   1,890    1,321  569 

Other

                          

Amounts related to investments transferred to or from other 1940 Act classification during the period

        (260) 398  8,071       

Total Affiliate investments

     $(2,452)$1,808 $17,417 $359,890 $27,498 $29,649 $349,668 

(1)
The principal amount, the ownership detail for equity investments and if the investment is income producing is included in the consolidated schedule of investments.

(2)
Represents the total amount of interest, fees and dividends credited to income for the portion of the period for which an investment was included in Control or Affiliate categories, respectively. For investments transferred between Control and Affiliate categories during the period, any income or investment balances related to the time period it was in the category other than the one shown at period end is included in "Amounts from investments transferred from other 1940 Act classifications during the period."

(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in net unrealized depreciation as well as the movement of an existing portfolio company into this category and out of a different category.

(4)
Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in net unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

(5)
Portfolio company located in the Midwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control investments located in this region was $248,330. This represented 16.3% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this region was $59,412. This represented 3.9% of net assets as of June 30, 2019.

(6)
Portfolio company located in the Northeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control investments located in this region was

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    $21,127. This represented 1.4% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this region was $58,646. This represented 3.9% of net assets as of June 30, 2019.

(7)
Portfolio company located in the Southeast region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control investments located in this region was $30,690. This represented 2.0% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this region was $65,310. This represented 4.3% of net assets as of June 30, 2019.

(8)
Portfolio company located in the Southwest region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control investments located in this region was $429,774. This represented 28.3% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this region was $122,137. This represented 8.0% of net assets as of June 30, 2019.

(9)
Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of June 30, 2019 for control investments located in this region was $310,771. This represented 20.4% of net assets as of June 30, 2019. The fair value as of June 30, 2019 for affiliate investments located in this region was $44,163. This represented 2.9% of net assets as of June 30, 2019.

(10)
All of the Company's portfolio investments are generally subject to restrictions on resale as "restricted securities," unless otherwise noted.

(11)
This schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.

(12)
Investment has an unfunded commitment as of June 30, 2019 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

net assets as of March 31, 2020. The fair value as of March 31, 2020 for affiliate investments located in this region was $102,794. This represented 7.7% of net assets as of March 31, 2020.
(9)Portfolio company located in the West region as determined by location of the corporate headquarters. The fair value as of March 31, 2020 for control investments located in this region was $265,488. This represented 19.9% of net assets as of March 31, 2020. The fair value as of March 31, 2020 for affiliate investments located in this region was $45,913. This represented 3.4% of net assets as of March 31, 2020.
(10)All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities,” unless otherwise noted.
(11)This schedule should be read in conjunction with the consolidated schedule of investments and notes to the consolidated financial statements. Supplemental information can be located within the schedule of investments including end of period interest rate, preferred dividend rate, maturity date, investments not paid currently in cash and investments whose value was determined using significant unobservable inputs.
(12)Investment has an unfunded commitment as of March 31, 2020 (see Note K). The fair value of the investment includes the impact of the fair value of any unfunded commitments.

96


Item 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding the plans and objectives of management for future operations and which relate to future events or our future performance or financial condition. Any such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend"“may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or "project"“project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and we cannot assure you that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors, including, without limitation: changes in laws and regulations and adverse changes in the economy generally or in the industries in which our portfolio companies operate, including with respect to changes from the impact of the COVID-19 pandemic, and the resulting impacts on our and our portfolio companies'companies’ business and operations, liquidity and access to capital; and such other factors referenced in Item 1A entitled "Risk Factors"“Risk Factors” below in Part 2 of this Quarterly Report on Form 10-Q, if any, and discussed in Item 1A entitled "Risk Factors" in Part 2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Securities and Exchange Commission (the "SEC") on May 8, 2020 and in Item 1A entitled "Risk Factors"“Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2019,2020, filed with the SECSecurities and Exchange Commission (“SEC”) on February 28, 202026, 2021 and elsewhere in this Quarterly Report on Form 10-Q and our other SEC filings.

We have based the forward-looking statements included in this Quarterly Report on Form 10-Q on information available to us on the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements, unless we are required to do so by applicable law. However, you are advised to refer to any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent periodic and current reports.

ORGANIZATION

ORGANIZATION

Main Street Capital Corporation ("MSCC"(“MSCC”) is a principal investment firm primarily focused on providing customized debt and equity financing to lower middle market ("LMM") companies and debt capital to middle market ("Middle Market") companies. The portfolio investments of MSCC and its consolidated subsidiaries are typically made to support management buyouts, recapitalizations, growth financings, refinancings and acquisitions of companies that operate in a variety of industry sectors. MSCC seeks to partner with entrepreneurs, business owners and management teams and generally provides "one stop" financing alternatives within its LMM portfolio. MSCC and its consolidated subsidiaries invest primarily in secured debt investments, equity investments, warrants and other securities of LMM companies based in the United States and in secured debt investments of Middle Market companies generally headquartered in the United States.

        MSCC was formed in March 2007 to operate as an internally managed business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act").firm. MSCC wholly owns several investment funds, including Main Street Mezzanine Fund, LP ("MSMF"), Main Street Capital II, LP ("MSC II"(“MSMF”) and Main Street Capital III, LP ("(“MSC III"III” and, collectively with MSMF, and MSC II, the "Funds"“Funds”), and each of their general partners. The Funds are each licensed as a Small Business Investment Company ("SBIC") by the United States Small Business Administration ("SBA"). Because MSCC is internally managed, all of the executive officers and other employees are employed by MSCC. Therefore, MSCC does not pay any external investment advisory fees, but instead


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directly incurs the operating costs associated with employing investment and portfolio management professionals.

        MSC Adviser I, LLC (the "External Investment Manager") was formed in November 2013 as a wholly owned subsidiary of MSCC to provide investment management and other services to parties other than MSCC and its subsidiaries or their portfolio companies ("External Parties") and receives fee income for such services. MSCC has been granted no-action relief by the SEC to allow the External Investment Manager to register as a registered investment adviser under the Investment Advisers Act of 1940, as amended. Since the External Investment Manager conducts all of its investment management activities for External Parties, it is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements.

        MSCC has elected to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that it distributes to its stockholders.

        MSCC has certain direct and indirect wholly owned subsidiaries that have elected to be taxable entities (the "Taxable Subsidiaries"). The primary purpose of the Taxable Subsidiaries is to permit MSCC to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes.

        Unless otherwise noted or the context otherwise indicates, the terms "we," "us," "our," the "Company" and "Main Street" refer to MSCC and its consolidated subsidiaries, which include the Funds and the Taxable Subsidiaries.

COVID-19 UPDATE

The COVID-19 pandemic, and the related effect on the U.S. and global economies, has had, and threatens to continue to have, adverse consequences for our business and operating results, and the businesses and operating results of our portfolio companies. During the quarter ended June 30, 2020,March 31, 2021, we continued to work collectively with our employees and portfolio companies to navigate the significant challenges created by the COVID-19 pandemic. We remain focused on ensuring the safety of our employees and the employees of our portfolio companies, while also managing our ongoing business activities. In this regard, we remain heavily engaged with our portfolio companies. As discussed below under "Discussion“Discussion and Analysis of Results of Operations," our investment income, principally our interest and dividend income, has beenwas negatively impacted by the economic effects of COVID-19 through the first six months of 2020. In addition, our net asset value as of June 30, 2020 decreased as compared to our net asset value as of December 31, 2019, primarily due to the unrealized depreciation of our Investment Portfolio caused by the immediate adverse economic effects of the COVID-19 pandemic and uncertainty regarding the extent and duration of its impact, as well as the negative impact of the pandemic on our investment income.in 2020. We continue to maintain access to multiple sources of liquidity, including cash, unused capacity under our Credit Facility and remaining SBIC debenture capacity, and from December 31, 2019 to June 30, 2020, our total liquidity improved from $495.5 million to $528.7 million.capacity. As of June 30, 2020,March 31, 2021, we were in compliance with all debt covenants and do not anticipate any issues with our ability to comply with all covenants in the future. Refer to "—“—Liquidity and Capital Resources"Resources” below for further discussion as of June 30, 2020.March 31, 2021.

Neither our management nor our Board of Directors is able to predict the full impact of the COVID-19 pandemic, including its duration and the magnitude of its economic and societal impact. As such, while we will continue to monitor the rapidly evolving situation and guidance from U.S. and international authorities, including federal, state and local public health authorities, we are unable to predict with any certainty the extent to which the outbreak will negatively affect our portfolio


97


companies'portfolio companies’ operating results and financial condition or the impact that such disruptions may have on our results of operations and financial condition in the future.

OVERVIEW

Our principal investment objective is to maximize our portfolio'sportfolio’s total return by generating current income from our debt investments and capital appreciation from our equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities in a portfolio company. We seek to achieve this objective by primarily focusing on providing customized debt and equity financing to lower middle market (“LMM”) companies and debt capital to middle market (“Middle Market”) companies. Our LMM companies generally have annual revenues between $10 million and $150 million, and our LMM portfolio investments generally range in size from $5 million to $50 million. Our Middle Market investments are made in businesses that are generally larger in size than our LMM portfolio companies, with annual revenues typically between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $20 million. Our private loan ("(“Private Loan"Loan”) portfolio investments are primarily debt securities in privately held companies whichthat have been originated through strategic relationships with other investment funds on a collaborative basis.basis and are often referred to in the debt markets as “club deals.” Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio.

We seek to fill the financing gap for LMM businesses, which, historically, have had limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a company'scompany’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options, or a "one stop"“one stop” financing solution. Providing customized, "one stop"“one stop” financing solutions is important to LMM portfolio companies. We generally seek to partner directly with entrepreneurs, management teams and business owners in making our investments. Our LMM portfolio debt investments are generally secured by a first lien on the assets of the portfolio company and typically have a term of between five and seven years from the original investment date.

Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

        Our Private Loan portfolio investments are primarily debt securities in privately held companies that have been originated through strategic relationships with other investment funds on a collaborative basis and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

Our other portfolio ("(“Other Portfolio"Portfolio”) investments primarily consist of investments that are not consistent with the typical profiles for our LMM, Middle Market or Private Loan portfolio investments, including investments which may be managed by third parties. In our Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

Subject to changes in our cash and overall liquidity, our Investment Portfolio may also include short-term portfolio investments that are atypical of our LMM, Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital. These assets are typically expected to be liquidated in one year or less and are not expected to be a significant portion of the overall Investment Portfolio.

Our external asset management business is conducted through the ExternalMSC Adviser I, LLC (the “External Investment Manager.Manager”). The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its


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relationship with MSC Income Fund, Inc. (“MSC Income”), formerly known as HMS Income Fund, Inc. ("HMS Income")., and its other investment advisory clients. Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business relationships,

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management expertise and capital raising capabilities. We allocate the related expenses to the External Investment Manager pursuant to the sharing agreement. Our total expenses for the three months ended March 31, 2021 and 2020 are net of expenses allocated to the External Investment Manager of $2.4 million and $1.6 million, respectively. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended March 31, 2021 and 2020, the total contribution to our net investment income was $3.6 million and $2.3 million, respectively.

        The following tables provideSee “Note C – Fair Value Hierarchy for Investments and Debentures – Portfolio Composition – Investment Portfolio Composition” in the notes to consolidated financial statements for a summary of ourMain Street’s investments in the LMM, Middle Market and Private Loan portfolios as of June 30, 2020March 31, 2021 and December 31, 2019 (this information excludes the Other Portfolio investments and the External Investment Manager which are discussed further below):

 
 As of June 30, 2020 
 
 LMM(a) Middle
Market
 Private Loan 
 
 (dollars in millions)
 

Number of portfolio companies

  69  44  64 

Fair value

 $1,188.0 $410.5 $653.8 

Cost

 $1,032.3 $516.5 $750.7 

% of portfolio at cost—debt

  65.5% 94.1% 93.1%

% of portfolio at cost—equity

  34.5% 5.9% 6.9%

% of debt investments at cost secured by first priority lien

  98.2% 92.1% 95.3%

Weighted-average annual effective yield(b)

  11.6% 7.7% 8.7%

Average EBITDA(c)

 $5.3 $78.1 $51.8 

(a)
At June 30, 2020, we had equity ownership in approximately 99% of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 41%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of June 30, 2020, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including two LMM portfolio companies, two Middle Market portfolio companies and four Private Loan portfolio companies, as EBITDA is

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    not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

 
 As of December 31, 2019 
 
 LMM(a) Middle
Market
 Private Loan 
 
 (dollars in millions)
 

Number of portfolio companies

  69  51  65 

Fair value

 $1,206.9 $522.1 $692.1 

Cost

 $1,002.2 $572.3 $734.8 

% of portfolio at cost—debt

  65.9% 94.8% 94.6%

% of portfolio at cost—equity

  34.1% 5.2% 5.4%

% of debt investments at cost secured by first priority lien

  98.1% 91.3% 95.4%

Weighted-average annual effective yield(b)

  11.8% 8.6% 9.5%

Average EBITDA(c)

 $5.1 $85.0 $57.8 

(a)
At December 31, 2019, we had equity ownership in approximately 99% of our LMM portfolio companies, and the average fully diluted equity ownership in those portfolio companies was approximately 42%.

(b)
The weighted-average annual effective yields were computed using the effective interest rates for all debt investments at cost as of December 31, 2019, including amortization of deferred debt origination fees and accretion of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt investments on non-accrual status. Weighted-average annual effective yield is higher than what an investor in shares of our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.

(c)
The average EBITDA is calculated using a simple average for the LMM portfolio and a weighted-average for the Middle Market and Private Loan portfolios. These calculations exclude certain portfolio companies, including three LMM portfolio companies, two Middle Market portfolio companies and three Private Loan portfolio companies, as EBITDA is not a meaningful valuation metric for our investments in these portfolio companies, and those portfolio companies whose primary purpose is to own real estate.

        As of June 30, 2020, we had Other Portfolio investments in twelve companies, collectively totaling approximately $98.1 million in fair value and approximately $126.4 million in cost basis and which comprised approximately 4.1% of our Investment Portfolio (as defined in "Critical Accounting Policies—Basis of Presentation" below) at fair value. As of December 31, 2019, we had Other Portfolio investments in eleven companies, collectively totaling approximately $106.7 million in fair value and approximately $118.4 million in cost basis and which comprised approximately 4.1% of our Investment Portfolio at fair value.2020.

        As previously discussed, the External Investment Manager is a wholly owned subsidiary that is treated as a portfolio investment. As of June 30, 2020, there was no cost basis in this investment and the investment had a fair value of approximately $69.1 million, which comprised approximately 2.9% of our Investment Portfolio at fair value. As of December 31, 2019, there was no cost basis in this investment and the investment had a fair value of approximately $74.5 million, which comprised approximately 2.9% of our Investment Portfolio at fair value.

Our portfolio investments are generally made through MSCC and the Funds. MSCC and the Funds share the same investment strategies and criteria, although they are subject to different


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regulatory regimes. An investor'sinvestor’s return in MSCC will depend, in part, on the Funds'Funds’ investment returns as they are wholly owned subsidiaries of MSCC.

The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria, and our ability to consummate the identified opportunities. The level of new investment activity, and associated interest and fee income, will directly impact future investment income. In addition, the level of dividends paid by portfolio companies and the portion of our portfolio debt investments on non-accrual status will directly impact future investment income. While we intend to grow our portfolio and our investment income over the long term, our growth and our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or losses and unrealized appreciation or depreciation on our investments will also fluctuate depending upon portfolio activity, economic conditions and the performance of our individual portfolio companies. The changes in realized gains and losses and unrealized appreciation or depreciation could have a material impact on our operating results.

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms which are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our Investment Portfolio. For the trailing twelve months ended June 30, 2020 and 2019, theThe ratio of our total operating expenses, excluding interest expense, as a percentage of our quarterly average total assets was 1.2%1.4% and 1.3%, respectively, for the trailing twelve months ended March 31, 2021 and 1.4%2020, and 1.3% for the year ended December 31, 2019.2020.

During May 2012, we entered into an investment sub-advisory agreement with HMS Adviser, LP ("(“HMS Adviser"Adviser”), which iswas the investment advisor to HMSMSC Income a non-listed BDC,at the time, to provide certain investment advisory services to HMS Adviser. In December 2013, after obtaining required no-action relief from the SEC to allow us to own a registered investment adviser, we assigned the sub-advisory agreement to the External Investment Manager since the fees received from such arrangement could otherwise have negative consequences on our ability to meet the source-of-income requirement necessary for us to maintain our RIC tax treatment. Under the investment sub-advisory agreement, the External Investment Manager iswas entitled to 50% of the annual base management fee and the incentive fees earned by HMS Adviser under its advisory agreement with MSC Income. Effective October 30, 2020, the External Investment Manager and HMS Income.Adviser consummated the transactions contemplated by that certain asset purchase agreement by and among the External Investment Manager, HMS Adviser and the other parties thereto whereby the External Investment Manager became the sole investment adviser and administrator to MSC Income pursuant to an Investment Advisory and Administrative Services Agreement entered into between the External Investment Manager and MSC Income (the “Advisory Agreement”). The Advisory Agreement includes a 1.75% annual management fee, reduced from 2.00%, and the same incentive fee as under MSC Income’s prior advisory agreement with HMS Adviser, with the External Investment Manager receiving 100% of such fee income (increased from 50% previously). During the three months ended June 30,March 31, 2021 and 2020, and 2019, the External Investment Manager earned $2.3$3.9 million and $4.1$2.5 million,

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respectively, in base management fee income. No incentive fee income was earned in the three months ended June 30, 2020 compared to $1.3 million earned in the three months ended June 30, 2019. During the six months ended June 30, 2020, the External Investment Manager earned $4.8 million in base management fee incomeMarch 31, 2021 and no incentive fees compared to $5.7 million of base management fees and $1.4 million in incentive fees for the comparable period in 2019 under the sub-advisory agreement with HMS Adviser.2020.

        DuringIn April 2014, we received an exemptive order from the SEC permitting co-investments by us and HMSMSC Income in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. During December 2020, we received an amended exemptive order from the SEC permitting co-investments by us, MSC Income and other funds advised by the External Investment Manager in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act. We have made co-investments with MSC Income and the Private Loan fund, and in the future intend to continue to make such co-investments with HMSMSC Income, the Private Loan Fund and other funds advised by the External Investment Manager, in accordance with the conditions of the order. The order requires, among other things, that we and the External Investment Manager consider whether each such investment opportunity is appropriate for HMSus and the External Investment Manager’s advised clients, including MSC Income, as applicable, and if it is appropriate, to propose an allocation of the investment opportunity between us and HMS Income.such parties. Because the External Investment Manager may receive performance-based fee compensation from HMSfunds advised by the External Investment Manager, including MSC Income and the Private Loan Fund, this may provide itthe Company and the External Investment Manager an incentive to allocate opportunities to HMS Incomeother participating funds instead of us. However, both we and the External Investment


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Manager have policies and procedures in place to manage this conflict. We have filed a new application for co-investment exemptive relief withconflict, including oversight by the SEC that would provide greater flexibility in structuring and effectuating co-investment transactions between us, HMS Income and certain other funds managed by us as described in the application. Our new application for co-investment exemptive relief has not yet been granted, and there is no assurance that such relief will be granted on the terms and conditions in the application or at all. Pending the receiptindependent members of such new co-investment relief, we intend to continue to rely on our current co-investment relief.Board of Directors.

CRITICAL ACCOUNTING POLICIES

    BasisThe preparation of Presentation

        Our consolidated financial statements are preparedand related disclosures in accordanceconformity with generally accepted accounting principles in the United States of America ("U.S. GAAP"(“GAAP”). For each of the periods presented herein, our consolidated financial statements include the accounts of MSCC and its consolidated subsidiaries. The Investment Portfolio, as used herein, refers to all of our investments in LMM portfolio companies, investments in Middle Market portfolio companies, Private Loan portfolio investments, Other Portfolio investments, and the investment in the External Investment Manager. Our results of operations for the three and six months ended June 30, 2020 and 2019, cash flows for the six months ended June 30, 2020 and 2019, and financial position as of June 30, 2020 and December 31, 2019, are presented On a consolidated basis. The effects of all intercompany transactions between us and our consolidated subsidiaries have been eliminated in consolidation.

        Our accompanying unaudited consolidated financial statements are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods included herein. The results of operations for the three and six months ended June 30, 2020 and 2019 are not necessarily indicative of the operating results to be expected for the full year. Also, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2019. Financial statements prepared on a U.S. GAAP basis require requires management to make estimates and assumptions that affect the reported amounts of assets and disclosures reported inliabilities, and contingent assets and liabilities at the date of the financial statements, and accompanying notes. Such estimatesrevenues and assumptionsexpenses during the periods reported. Actual results could materially differ from those estimates. Critical accounting policies are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the future as more information becomes known, whichunderlying assumptions or estimates in these areas could impact the amounts reported and disclosed herein.

        We are an investment company following the accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 946, Financial Services—Investment Companies ("ASC 946"). Under ASC 946, we are precluded from consolidating other entities in which we have equity investments, including those in which we have a controlling interest, unlessmaterial impact on our current and future financial condition and results of operations.

Management has discussed the other entity is another investment company. An exceptiondevelopment and selection of each critical accounting policy and estimate with the Audit Committee of the Board of Directors. Our critical accounting policies and estimates include the Investment Portfolio Valuation and Revenue Recognition policies described below. Our significant accounting policies are described in greater detail in Note B to this general principle in ASC 946 occurs if we hold a controlling interest in an operating company that provides all or substantially all of its services directly to us or to any of our portfolio companies. Accordingly, as noted above, ourthe consolidated financial statements include the financial position and operating results for the Funds and the Taxable Subsidiaries. We have determined that noneincluded in “Item 1. Consolidated Financial Statements” of our portfolio investments qualify for this exception, including the investment in the External Investment Manager. Therefore, our Investment Portfolio is carriedQuarterly Report on the consolidated balance sheet at fair value with any adjustments to fair value recognized as "Net Unrealized Appreciation (Depreciation)" on the consolidated statements of operations until the investment is realized, usually upon exit, resulting in any gain or loss being recognized as a "Net Realized Gain (Loss)."Form 10-Q.


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    Investment Portfolio Valuation

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our Investment Portfolio and the related amounts of unrealized appreciation and depreciation. We consider this determination to be a critical accounting estimate, given the significant judgments and subjective measurements required. As of June 30, 2020March 31, 2021 and December 31, 2019,2020 our Investment Portfolio valued at fair value represented approximately 95%96% and 96%97% of our total assets, respectively. We are required to report our investments at fair value. We follow the provisions of FASB ASC 820, Fair Value Measurements and Disclosures (" (“ASC 820"820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact. See "Note“Note B.1.—Valuation of the Investment Portfolio"Portfolio” in the notes to consolidated financial statements for a detailed discussion of our investment portfolio valuation process and procedures.

Due to the inherent uncertainty in the valuation process, our determination of fair value for our Investment Portfolio may differ materially from the values that would have been determined had a ready market for the securities existed. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially

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different than the valuations currently assigned. We determine the fair value of each individual investment and record changes in fair value as unrealized appreciation or depreciation.

Our Board of Directors has the final responsibility for overseeing, reviewing and approving, in good faith, our determination of the fair value for our Investment Portfolio and our valuation procedures, consistent with 1940 Act requirements. We believe our Investment Portfolio as of June 30, 2020March 31, 2021 and December 31, 20192020 approximates fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates.

    The SEC recently adopted new Rule 2a-5 under the 1940 Act, which establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The rule permits boards to designate the fund’s executive officers or investment adviser as a valuation designee to perform fair value determinations for any or all fund investments, subject to the active oversight of the board. We will comply with the new rule’s valuation requirements on or before the SEC’s required compliance date in 2022.

    Revenue Recognition

    Interest and Dividend Income

We record interest and dividend income on the accrual basis to the extent amounts are expected to be collected. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. In accordance with our valuation policies, we evaluate accrued interest and dividend income periodically for collectability. When a loan or debt security becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally place the loan or debt security on non-accrual status and cease recognizing interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a loan or debt security'ssecurity’s status significantly improves regarding the debtor'sdebtor’s ability to service the debt or other obligations, or if a loan or debt security is sold or written off, we remove it from non-accrual status.

    Fee Income

We may periodically provide services, including structuring and advisory services, to our portfolio companies or other third parties. For services that are separately identifiable and evidence exists to substantiate fair value, fee income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into income over the life of the financing.


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    Payment-in-Kind ("PIK"(“PIK”) Interest and Cumulative Dividends

We hold certain debt and preferred equity instruments in our Investment Portfolio that contain PIK interest and cumulative dividend provisions. The PIK interest, computed at the contractual rate specified in each debt agreement, is periodically added to the principal balance of the debt and is recorded as interest income. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. Cumulative dividends are recorded as dividend income, and any dividends in arrears are added to the balance of the preferred equity investment. The actual collection of these dividends in arrears may be deferred until such time as the preferred equity is redeemed or sold. To maintain RIC tax treatment (as discussed below), these non-cash sources of income may need to be paid out to stockholders in the form of distributions, even though we may not have collected the PIK interest and cumulative dividends in cash. We stop accruing PIK interest and cumulative dividends and write off any accrued and uncollected interest and dividends in arrears when we determine that such PIK interest and dividends in arrears are no longer collectible. For the three months ended June 30,March 31, 2021 and 2020, and 2019, (i) approximately 2.5%3.8% and 2.2%1.1%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.9%0.7% and 1.1%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash. For the six months ended June 30, 2020 and 2019, (i) approximately 1.7% and 2.0%, respectively, of our total investment income was attributable to PIK interest income not paid currently in cash and (ii) approximately 0.9% and 1.1%1.0%, respectively, of our total investment income was attributable to cumulative dividend income not paid currently in cash.

    Share-Based Compensation101


            We account for our share-based compensation plans using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.

            We have also adopted Accounting Standards Update ("ASU") 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which requires that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) be recognized as income tax expense or benefit in the income statement and not delay recognition of a tax benefit until the tax benefit is realized through a reduction to taxes payable. Accordingly, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Additionally, we have elected to account for forfeitures as they occur.

      Income Taxes

            MSCC has elected to be treated for U.S. federal income tax purposes as a RIC. MSCC's taxable income includes the taxable income generated by MSCC and certain of its subsidiaries, including the Funds, which are treated as disregarded entities for tax purposes. As a RIC, MSCC generally will not pay corporate-level U.S. federal income taxes on any net ordinary taxable income or capital gains that MSCC distributes to its stockholders. MSCC must generally distribute at least 90% of its "investment company taxable income" (which is generally its net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses) and 90% of its tax-exempt income to maintain its RIC status (pass-through tax treatment for amounts distributed). As part of maintaining RIC status, undistributed taxable income (subject to a 4% non-deductible U.S. federal excise tax) pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (i) filing of the U.S. federal income tax return for the applicable fiscal year or (ii) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.


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            The Taxable Subsidiaries primarily hold certain portfolio investments for us. The Taxable Subsidiaries permit us to hold equity investments in portfolio companies which are "pass-through" entities for tax purposes and to continue to comply with the "source-of-income" requirements contained in the RIC tax provisions of the Code. The Taxable Subsidiaries are consolidated with us for U.S. GAAP financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in our consolidated financial statements as portfolio investments and recorded at fair value. The Taxable Subsidiaries are not consolidated with MSCC for income tax purposes and may generate income tax expense, or benefit, and tax assets and liabilities, as a result of their ownership of certain portfolio investments. The taxable income, or loss, of the Taxable Subsidiaries may differ from their book income, or loss, due to temporary book and tax timing differences and permanent differences. The Taxable Subsidiaries are each taxed at their normal corporate tax rates based on their taxable income. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the Taxable Subsidiaries are reflected in our consolidated financial statements.

            The External Investment Manager is an indirect wholly owned subsidiary of MSCC owned through a Taxable Subsidiary and is a disregarded entity for tax purposes. The External Investment Manager has entered into a tax sharing agreement with its Taxable Subsidiary owner. Since the External Investment Manager is accounted for as a portfolio investment of MSCC and is not included as a consolidated subsidiary of MSCC in MSCC's consolidated financial statements, and as a result of the tax sharing agreement with its Taxable Subsidiary owner, for its stand-alone financial reporting purposes the External Investment Manager is treated as if it is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The income tax expense, or benefit, if any, and the related tax assets and liabilities, of the External Investment Manager are reflected in the External Investment Manager's separate financial statements.

            The Taxable Subsidiaries and the External Investment Manager use the liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, using statutory tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is provided, if necessary, against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

            Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

    INVESTMENT PORTFOLIO COMPOSITION

            Our LMM portfolio investments primarily consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies based in the United States. Our LMM portfolio companies generally have annual revenues between $10 million and $150 million, and our LMM investments generally range in size from $5 million to $50 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, can include either fixed or floating rate terms and generally have a term of between five and seven years from the original investment date. In most LMM portfolio investments, we receive nominally priced equity warrants and/or make direct equity investments in connection with a debt investment.

            Our Middle Market portfolio investments primarily consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the companies included in our LMM portfolio. Our Middle Market portfolio companies generally have annual revenues between $150 million and $1.5 billion, and our Middle Market investments generally range in size from $3 million to $20 million. Our Middle Market


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    portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

            Our Private Loan portfolio investments are primarily debt securities in privately held companies which have been originated through strategic relationships with other investment funds on a collaborative basis and are often referred to in the debt markets as "club deals." Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our Private Loan portfolio debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

            Our Other Portfolio investments primarily consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.

            Our external asset management business is conducted through the External Investment Manager. The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. We have entered into an agreement with the External Investment Manager to share employees in connection with its asset management business generally, and specifically for its relationship with HMS Income. Through this agreement, we share employees with the External Investment Manager, including their related infrastructure, business relationships, management expertise and capital raising capabilities, and we allocate the related expenses to the External Investment Manager pursuant to the sharing agreement. Our total expenses for the three months ended June 30, 2020 and 2019 are net of expenses allocated to the External Investment Manager of $1.8 million and $1.7 million, respectively. Our total expenses for each of the six months ended June 30, 2020 and 2019 are net of expenses allocated to the External Investment Manager of $3.4 million . The External Investment Manager earns management fees based on the assets of the funds under management and may earn incentive fees, or a carried interest, based on the performance of the funds managed. The total contribution of the External Investment Manager to our net investment income consists of the combination of the expenses allocated to the External Investment Manager and the dividend income earned from the External Investment Manager. For the three months ended June 30, 2020 and 2019, the total contribution to our net investment income was $2.2 million and $3.6 million, respectively. For the six months ended June 30, 2020 and 2019, the total contribution to our net investment income was $4.5 million and $6.2 million, respectively.

    The following tables summarize the composition of our total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments at cost and fair value by type of investment as a percentage of the total combined LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments as of June 30, 2020March 31, 2021 and


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    December 31, 20192020 (this information excludes the Other Portfolio and short-term investments and the External Investment Manager).

    Cost:
     June 30,
    2020
     December 31,
    2019
     

     

    March 31, 2021

     

    December 31, 2020

    First lien debt

     77.4% 78.2%

     

    77.5

    %  

    77.0

    %

    Equity

     18.5% 17.2%

     

    19.4

    %  

    19.0

    %

    Second lien debt

     3.1% 3.5%

     

    1.9

    %  

    2.7

    %

    Equity warrants

     0.5% 0.6%

     

    0.4

    %  

    0.5

    %

    Other

     0.5% 0.5%

     

    0.8

    %  

    0.8

    %

     

    100.0

    %  

    100.0

    %

     100.0% 100.0%


    Fair Value:
     June 30,
    2020
     December 31,
    2019
     

     

    March 31, 2021

     

    December 31, 2020

     

    First lien debt

     69.8% 70.1%

     

    70.0

    %  

    70.0

    %

     

    Equity

     26.5% 26.0%

     

    27.2

    %  

    26.4

    %

     

    Second lien debt

     2.8% 3.0%

     

    1.7

    %  

    2.4

    %

     

    Equity warrants

     0.4% 0.4%

     

    0.4

    %  

    0.4

    %

     

    Other

     0.5% 0.5%

     

    0.7

    %  

    0.8

    %

     

     

    100.0

    %  

    100.0

    %

     

     100.0% 100.0%

    Our LMM portfolio investments, Middle Market portfolio investments and Private Loan portfolio investments carry a number of risks including: (1) investing in companies which may have limited operating histories and financial resources; (2) holding investments that generally are not publicly traded and which may be subject to legal and other restrictions on resale; and (3) other risks common to investing in below investment grade debt and equity investments in our Investment Portfolio. Please see "Risk“Risk Factors—Risks Related to Our Investments"Investments” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and "Risk Factors" below in this Quarterly Report on Form 10-Q and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 for a more complete discussion of the risks involved with investing in our Investment Portfolio.

    PORTFOLIO ASSET QUALITY

    We utilize an internally developed investment rating system to rate the performance of each LMM portfolio company and to monitor our expected level of returns on each of our LMM investments in relation to our expectations for the portfolio company. The investment rating system takes into consideration various factors, including each investment'sinvestment’s expected level of returns, the collectability of our debt investments and the ability to receive a return of the invested capital in our equity investments, comparisons to competitors and other industry participants, the portfolio company'scompany’s future outlook and other factors that are deemed to be significant to the portfolio company.

    As of June 30, 2020,March 31, 2021, our total Investment Portfolio had elevensix investments on non-accrual status, which comprised approximately 1.9%0.8% of its fair value and 6.3%2.9% of its cost. As of December 31, 2019,2020, our total Investment Portfolio had eightseven investments on non-accrual status, which comprised approximately 1.4%1.3% of its fair value and 4.8%3.6% of its cost.

    The operating results of our portfolio companies are impacted by changes in the broader fundamentals of the United States economy. In periods during which the United States economy contracts, as it has due to the impact of COVID-19, it is likely that the financial results of small to mid-sized companies, like those in which we invest, could experience deterioration or limited growth from current levels, which could ultimately lead to difficulty in meeting their debt service requirements, to an increase in defaults on our debt investments or in realized losses on our investments and to


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    difficulty in maintaining historical dividend payment rates and unrealized appreciation on our equity investments. Consequently, we can provide no assurance that the performance of certain portfolio companies will not be negatively impacted by future economic cycles or other conditions, which could also have a negative impact on our future results.

    102


    DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

      Comparison of the three months ended June 30,March 31, 2021 and March 31, 2020 and June 30, 2019

      Three Months Ended

       

      March 31, 

      Net Change

          

      2021

          

      2020

          

      Amount

          

      %

          

      (dollars in thousands)

      Total investment income

      $

      62,807

      $

      56,150

      $

      6,657

       

      12

      %

      Total expenses

       

      (23,050)

       

      (19,605)

       

      (3,445)

       

      18

      %

      Net investment income

       

      39,757

       

      36,545

       

      3,212

       

      9

      %

      Net realized loss from investments

       

      (15,730)

       

      (21,865)

       

      6,135

      (28)

      %

      Net realized loss on extinguishment of debt

       

       

      (534)

       

      534

      NM

      Net unrealized appreciation (depreciation) from:

      Portfolio investments

       

      34,001

       

      (194,308)

       

      228,309

      NM

      SBIC debentures

       

       

      460

       

      (460)

      NM

      Total net unrealized appreciation (depreciation)

       

      34,001

       

      (193,848)

       

      227,849

      NM

      Income tax benefit (provision)

       

      (682)

       

      8,264

       

      (8,946)

      NM

      Net increase in net assets resulting from operations

      $

      57,346

      $

      (171,438)

      $

      228,784

       

      133

      %

    Three Months Ended

     

    March 31, 

    Net Change

        

    2021

        

    2020

        

    Amount

        

    %

        

    (dollars in thousands, except per share amounts)

    Net investment income

    $

    39,757

    $

    36,545

    $

    3,212

     

    9

    %

    Share‑based compensation expense

     

    2,333

     

    2,837

     

    (504)

     

    (18)

    %

    Distributable net investment income(a)

    $

    42,090

    $

    39,382

    $

    2,708

     

    7

    %

    Net investment income per share—Basic and diluted

    $

    0.58

    $

    0.57

    $

    0.01

     

    2

    %

    Distributable net investment income per share—Basic and diluted(a)

    $

    0.62

    $

    0.61

    $

    0.01

     

    2

    %


    NM

    Not Meaningful

    (a)Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.
     
     Three Months Ended June 30, Net Change
     
     2020 2019 Amount %
     
     (dollars in thousands)

    Total investment income

     $52,007 $61,293 $(9,286) (15)%

    Total expenses

      (20,713) (21,676) 963  4%

    Net investment income

      31,294  39,617  (8,323) (21)%

    Net realized loss from investments

      (8,584) (2,554) (6,030) 236%

    Net unrealized appreciation (depreciation) from:

                

    Portfolio investments

      13,164  4,857  8,307  171%

    SBIC debentures

        (233) 233  NM

    Total net unrealized appreciation

      13,164  4,624  8,540  185%

    Income tax benefit (provision)

      7,495  (3,433) 10,928  NM

    Net increase in net assets resulting from operations

     $43,369 $38,254 $5,115  13%


     
     Three Months Ended June 30, Net Change
     
     2020 2019 Amount %
     
     (dollars in thousands, except per share amounts)

    Net investment income

     $31,294 $39,617 $(8,323) (21)%

    Share-based compensation expense

      2,817  2,378  439  18%

    Distributable net investment income(a)

     $34,111 $41,995 $(7,884) (19)%

    Net investment income per share—Basic and diluted

     $0.48 $0.63 $(0.15) (24)%

    Distributable net investment income per share—Basic and diluted(a)

     $0.52 $0.67 $(0.15) (22)%

    NM
    Not Meaningful

    (a)
    Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.

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      Investment Income

    Total investment income for the three months ended June 30, 2020March 31, 2021 was $52.0$62.8 million, a 15% decrease12% increase from the $61.3$56.2 million of total investment income for the corresponding period of 2019. This2020. The following table provides a summary of the changes in the comparable period decrease was principally attributable to (i) a $5.6 million decrease in interest income, which was primarily due to lower floating interest rates on investment portfolio debt investments based upon the decline in the London Interbank Offered Rate ("LIBOR"), and (ii) a $5.0 million decrease in dividend income from Investment Portfolio equity investments, also partially attributable to the current negative impactactivity.

    Three Months Ended

    March 31, 

    Net Change

    2021

    2020

    Amount

    %

    (dollars in thousands)

    Interest income

    $

    43,471

    $

    44,877

    $

    (1,406)

    (3)

    %

    Dividend income

    17,697

    8,041

    9,656

    120

    %

    (a)

    Fee income

    1,639

    3,232

    (1,593)

    (49)

    %

    (b)

    Total investment income

    $

    62,807

    $

    56,150

    $

    6,657

    12

    %

    (c)

    103


    (a)The increase in dividend income from Investment Portfolio equity investments is primarily a result of (i) improved operating results, financial condition and liquidity positions of certain of our portfolio companies following the impacts from the COVID-19 pandemic in 2020, and (ii) a $2.8 million increase in dividend income specifically related to an investment exit transaction that is considered non-recurring.
    (b)The decrease in fee income was primarily due to a $1.5 million decrease in fees from refinancing and prepayment of debt investments.
    (c)The increase in total investment income includes the impact of a $0.7 million increase from accelerated prepayment, repricing and other income activity considered less consistent or non-recurring, including the $2.8 million in dividend income described in footnote (a) above, partially offset by a $2.1 million decrease in accelerated prepayment, repricing and other activity for certain Investment Portfolio debt investments.

    Expenses

    Total expenses for the three months ended June 30, 2020 decreased to $20.7March 31, 2021 was $23.1 million, an 18% increase from $21.7the $19.6 million forin the corresponding period of 2019. This decrease in operating expenses was principally attributable to (i)2020. The following table provides a $0.7 million decrease in compensation expense, (ii) a $0.4 million decrease in interest expense and (iii) a $0.2 million decrease in general and administrative expense, partially offset by a $0.4 million increase in share-based compensation expense. The decrease in compensation expense is primarily related to a $1.7 million decrease in cash incentive compensation accruals, partially offset by a $0.7 million increase in expense as a resultsummary of the changechanges in the fair value of our deferred compensation plan assets. The decrease in interest expense is primarily due to a $2.1 million decrease from the repayment of the 4.50% Notes due 2019 (as defined below) effective December 1, 2019, partially offset by a $1.7 million increase as a result of two separate issuances of our 5.20% Notes (as defined below) in April 2019 and December 2019.comparable period activity.

      Three Months Ended

      March 31, 

      Net Change

      2021

      2020

      Amount

      %

      (dollars in thousands)

      Employee compensation expenses

      $

      6,072

      $

      3,591

      $

      2,481

      69

      %

      (a)

      Deferred compensation plan expense

      246

      (1,093)

      1,339

      (123)

      %

      (b)

      Total compensation expense

      6,318

      2,498

      3,820

      153

      %

      G&A expense

      2,975

      3,473

      (498)

      (14)

      %

      Interest expense

      13,804

      12,441

      1,363

      11

      %

      Share-based compensation expense

      2,333

      2,837

      (504)

      (18)

      %

      Gross expenses

      25,430

      21,249

      4,181

      20

      %

      Allocation of expenses to the External Investment Manager

      (2,380)

      (1,644)

      (736)

      45

      %

      (c)

      Total expenses

      $

      23,050

      $

      19,605

      $

      3,445

      18

      %

      (a)The increase in employee compensation expenses was primarily due to incentive compensation accruals generally corresponding with the improved operating results.
      (b)The change in deferred compensation plan expense is due to changes in the fair value of our deferred compensation plan assets correlated with changes in the overall stock market and is not directly attributable to our operating activities or results.
      (c)The increase in the allocation of expenses to the External Investment Manager primarily relates to the impact of the transaction in October 2020, whereby the External Investment Manager became the sole investment manager to MSC Income.

      Net Investment Income

    Net investment income for the three months ended June 30, 2020 decreased 21%March 31, 2021 increased 9% to $31.3$39.8 million, or $0.48$0.58 per share, compared to net investment income of $39.6$36.5 million, or $0.63$0.57 per share, for the corresponding period of 2019.2020. The decreaseincrease in net investment income was principally attributable to the decrease12% increase in total investment income, partially offset by lower operatingthe 18% increase in total expenses, both as discussed above. The decreaseincrease in net investment income per share is alsoprimarily attributable to the 4%increase in total investment income, partially offset by the increase in total expenses and the 5.6% increase in weighted average shares outstanding to 65.368.1 million for the three months ended June 30, 2020,March 31, 2021, primarily due to shares issued through the ATM Program (as defined in "—“—Liquidity and Capital Resources—Capital Resources"Resources” below), shares issued pursuant to our equity incentive plans and shares issued pursuant

    104


    to our dividend reinvestment plan. The increase in net investment income per share includes an increase of $0.01 per share in investment income from accelerated prepayment, repricing and other income activity considered non-recurring, as discussed above, and a decrease of $0.02 per share due to the increase in compensation expense during the first quarter of 2021 primarily attributable to changes in the fair value of the deferred compensation plan assets.

      Distributable Net Investment Income

    Distributable net investment income for the three months ended June 30, 2020 decreased 19%March 31, 2021 increased 7% to $34.1$42.1 million, or $0.52$0.62 per share, compared with $42.0$39.4 million, or $0.67$0.61 per share, in the corresponding period of 2019.2020. The declineincrease in distributable net investment income was primarily due to the decreasedincreased level of total investment income, partially offset by lower operatingthe increase in total expenses, both as discussed above. Distributable net investment income on a per share basis for the three months ended June 30, 2020 also reflectsexcluding share-based compensation expense, and a greater number of average shares outstanding compared to the corresponding period in 2019,2020, all as described above. The declineincrease in distributable net investment income per share includes a decreasethe impacts of $0.01 per share due tothe increase in investment income from accelerated prepayment, repricing and other income activity considered non-recurring, partially offset by the increase in compensation expense as a result ofattributable to the increase in the fair value of the deferred compensation plan assets during the secondfirst quarter of 2020.


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      Net Increase in Net Assets Resulting from Operations

            The net increase in net assets resulting from operations for the three months ended June 30, 2020 was $43.4 million, or $0.66 per share, compared with $38.3 million, or $0.61 per share, during the three months ended June 30, 2019. This $5.1 million increase from the prior year's comparable period was primarily the result of (i) a $10.9 million benefit from the change in the income tax benefit (provision) and (ii) an $8.3 million increase in net unrealized appreciation from portfolio investments, including the impact of accounting reversals relating to realized gains/income (losses), with these increases partially offset by (i) an $8.3 million decrease in net investment income,2021, both as discussed above, and (ii)above.

    Net Realized Gain (Loss) from Investments

    The following table provides a $6.0 million increase insummary of the primary components of the total net realized loss from investments. The net realized loss fromon investments of $8.6$15.7 million for the three months ended June 30, 2020 was primarily the result of (i) realized losses of $9.9 million from the exit of three Middle Market investments, partially offset by the net realized gain of $1.6 million resulting from the full exit of two LMM investments and the partial exit of another LMM investment.March 31, 2021:

    Three Months Ended March 31, 2021

    Full Exits

    Partial Exits

    Restructures

    Total

    Net Gain/(Loss)

    # of Investments

    Net Gain/(Loss)

    # of Investments

    Net Gain/(Loss)

    # of Investments

    Net Gain/(Loss)

    # of Investments

    (dollars in thousands)

    LMM portfolio

    $

    -

    -

    $

    -

    -

    $

    (10,925)

    1

    $

    (10,925)

    1

    Middle Market portfolio

    (1,102)

    1

    -

    -

    -

    -

    (1,102)

    1

    Private Loan portfolio

    -

    -

    -

    -

    -

    -

    -

    -

    Other portfolio

    (4,449)

    1

    777

    1

    -

    -

    (3,672)

    2

    Total net realized gain/(loss)

    $

    (5,551)

    2

    $

    777

    1

    $

    (10,925)

    1

    $

    (15,699)

    4

    Net Unrealized Appreciation (Depreciation)

    The following table provides a summary of the total net unrealized appreciation of $13.2$34.0 million for the three months ended June 30, 2020:March 31, 2021:

    Three Months Ended March 31, 2021

    Middle

    Private

        

    LMM(a)

        

    Market (b)

        

    Loan (c)

        

    Other

    Total

     

    (dollars in millions)

    Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period

    $

    9.0

    $

    1.1

    $

    $

    4.4

    $

    14.5

    Net unrealized appreciation relating to portfolio investments

     

    9.4

     

    5.6

     

    2.5

     

    2.0

    (d)

     

    19.5

    Total net unrealized appreciation relating to portfolio investments

    $

    18.4

    $

    6.7

    $

    2.5

    $

    6.4

    $

    34.0


    (a)LMM includes unrealized appreciation on 28 LMM portfolio investments and unrealized depreciation on 18 LMM portfolio investments.
    (b)Middle Market includes unrealized appreciation on 26 Middle Market portfolio investments and unrealized depreciation on 11 Middle Market portfolio investments.
    (c)Private Loan includes unrealized appreciation on 25 Private Loan portfolio investments and unrealized depreciation on 19 Private Loan portfolio investments.
     
     Three Months Ended June 30, 2020 
     
     LMM(a) Middle Market Private Loan Other Total 
     
     (dollars in millions)
     

    Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period

     $(4.5)$8.2 $3.0 $ $6.7 

    Net unrealized appreciation (depreciation) relating to portfolio investments

      (16.4) 8.2  11.7  3.0(b) 6.5 

    Total net unrealized appreciation (depreciation) relating to portfolio investments

     $(20.9)$16.4 $14.7 $3.0 $13.2 

    Total net unrealized appreciation

                 $13.2 

    105


    (a)
    LMM includes unrealized appreciation on 20 LMM portfolio investments and unrealized depreciation on 22 LMM portfolio investments.

    (b)
    Other includes (i) $7.5 million of unrealized appreciation relating to the External Investment Manager and (ii) $0.8 million of unrealized appreciation relating to deferred compensation plan assets, partially offset by $5.2 million of net unrealized depreciation relating to the Other Portfolio.
    (d)Other includes (i) $1.6 million of net unrealized appreciation relating to the Other Portfolio and (ii) $0.5 million of net appreciation relating to the External Investment Manager.

    Income Tax Benefit (Provision)

    The income tax benefitprovision for the three months ended June 30, 2020March 31, 2021 of $7.5$0.7 million principally consisted of a current tax provision of $0.6 million, related to a $0.3 million provision for current U.S. federal and state income taxes, as well as a $0.3 million provision for excise tax on our estimated undistributed taxable income and a deferred tax benefitprovision of $8.0$0.1 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences, partially offset bybook-tax differences. The income tax benefit for the three months ended March 31, 2020 of $8.3 million principally consisted of a deferred tax benefit of $8.0 million, as well as a current tax provisionbenefit of $0.6$0.3 million related to a $0.4$0.8 million provisionbenefit for current U.S. federal and state income taxes, as well aspartially offset by a $0.2$0.5 million provision for excise tax on our estimated undistributed taxable income.


    Table of Contents

      Comparison of the six months ended June 30, 2020 and June 30, 2019

     
     Six Months Ended
    June 30,
     Net Change 
     
     2020 2019 Amount % 
     
     (dollars in thousands)
     

    Total investment income

     $108,156 $122,657 $(14,501) (12)%

    Total expenses

      (40,317) (43,550) 3,233  7%

    Net investment income

      67,839  79,107  (11,268) (14)%

    Net realized loss from investments

      (30,449) (8,287) (22,162) NM 

    Net realized loss on extinguishment of debt

      (534) (5,689) 5,155  NM 

    Net unrealized appreciation (depreciation) from:

                 

    Portfolio investments

      (181,144) 16,081  (197,225) NM 

    SBIC debentures

      460  4,945  (4,485) NM 

    Total net unrealized appreciation (depreciation)

      (180,684) 21,026  (201,710) NM 

    Income tax benefit (provision)

      15,760  (6,502) 22,262  NM 

    Net increase (decrease) in net assets resulting from operations

     $(128,068)$79,655 $(207,723) NM 


     
     Six Months Ended
    June 30,
     Net Change 
     
     2020 2019 Amount % 
     
     (dollars in thousands, except per share amounts)
     

    Net investment income

     $67,839 $79,107 $(11,268) (14)%

    Share-based compensation expense

      5,654  4,707  947  20%

    Distributable net investment income(a)

     $73,493 $83,814 $(10,321) (12)%

    Net investment income per share—Basic and diluted

     $1.04 $1.27 $(0.23) (18)%

    Distributable net investment income per share—Basic and diluted(a)

     $1.13 $1.34 $(0.21) (16)%

    NM
    Not Meaningful

    (b)
    Distributable net investment income is net investment income as determined in accordance with U.S. GAAP, excluding the impact of share-based compensation expense which is non-cash in nature. We believe presenting distributable net investment income and related per share amounts is useful and appropriate supplemental disclosure of information for analyzing our financial performance since share-based compensation does not require settlement in cash. However, distributable net investment income is a non-U.S. GAAP measure and should not be considered as a replacement to net investment income and other earnings measures presented in accordance with U.S. GAAP. Instead, distributable net investment income should be reviewed only in connection with such U.S. GAAP measures in analyzing our financial performance. A reconciliation of net investment income in accordance with U.S. GAAP to distributable net investment income is presented in the table above.

      Investment Income

            Total investment income for the six months ended June 30, 2020 was $108.2 million, a 12% decrease from the $122.7 million of total investment income for the corresponding period of 2019. This comparable period decrease was principally attributable to (i) a $9.4 million decrease in dividend income from Investment Portfolio equity investments, partially attributable to the current negative impact of the COVID-19 pandemic on certain of our portfolio companies' operating results, financial


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    condition and liquidity, as well as the uncertainty relative to the duration of the pandemic's effects and (ii) a $8.1 million decrease in interest income, primarily due to a decline in floating interest rates on investment portfolio debt investments. These decreases were partially offset by a $3.0 million increase in fee income. The $14.5 million decrease in total investment income in the six months ended June 30, 2020 includes the positive impact of a net increase of $2.7 million from accelerated prepayment, repricing and other income activity considered less consistent or non-recurring.

      Expenses

            Total expenses for the six months ended June 30, 2020 decreased to $40.3 million from $43.6 million in the corresponding period of 2019. This decrease in operating expenses was principally attributable to a $4.3 million decrease in compensation expense, partially offset by a $0.9 million increase in share-based compensation expense. The decrease in compensation expense is primarily related to (i) a $4.2 million decrease in cash incentive compensation accruals and (ii) a $0.8 million decrease as a result of the change in the fair value of our deferred compensation plan assets, partially offset by a $0.6 million increase in base compensation-related expenses.

      Net Investment Income

            Net investment income for the six months ended June 30, 2020 decreased 14% to $67.8 million, or $1.04 per share, compared to net investment income of $79.1 million, or $1.27 per share, for the corresponding period of 2019. The decrease in net investment income was principally attributable to the decrease in total investment income, partially offset by lower operating expenses, both as discussed above, as well as the 4% increase in weighted average shares outstanding to 64.9 million for the six months ended June 30, 2020, primarily due to shares issued through the ATM Program (as defined in "—Liquidity and Capital Resources—Capital Resources" below), shares issued pursuant to our equity incentive plans and shares issued pursuant to our dividend reinvestment plan.

      Distributable Net Investment Income

            Distributable net investment income for the six months ended June 30, 2020 decreased 12% to $73.5 million, or $1.13 per share, compared with $83.8 million, or $1.34 per share, in the corresponding period of 2019. The decline in distributable net investment income was primarily due to the decreased level of total investment income, partially offset by lower operating expenses, both as discussed above. Distributable net investment income on a per share basis for the six months ended June 30, 2020 also reflects a greater number of average shares outstanding compared to the corresponding period in 2019, as described above. The decline in distributable net investment income on a per share basis includes (i) an increase of $0.04 per share due to the increase in interest income from accelerated prepayment, repricing and other income activity considered non-recurring, as discussed above, and (ii) an increase of $0.01 per share due to the decrease in compensation expense as a result of the decrease in the fair value of the deferred compensation plan assets.

      Net Increase (Decrease) in Net Assets Resulting from Operations

    The net increase (decrease) in net assets resulting from operations for the sixthree months ended June 30, 2020March 31, 2021 was $(128.1)$57.3 million, or $(1.97)$0.84 per share, compared with $79.7a net decrease of $171.4 million, or $1.28$2.66 per share, during the sixthree months ended June 30, 2019. This $207.7 million decrease from the prior year's comparable period was primarily the result of (i) a $197.2 million decrease in net unrealized appreciation (depreciation) from portfolio investments, primarily caused by the adverse economic effects of the COVID-19 pandemic, and including the impact of accounting reversals relating to realized gains/income (losses), (ii) a $22.2 million increase in the net realized loss from investments, (iii) a $11.3 million decrease in net investment income, as discussedMarch 31, 2020. The tables above and (iv) a $4.5 million decrease in unrealized appreciation on the SBIC debentures accounted for on a fair value basis,


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    partially offset by (i) a $22.3 million benefit from the change in the income tax benefit (provision) and (ii) a $5.2 million decrease in the net realized loss on extinguishment of debt. The net realized loss from investments of $30.4 million for the six months ended June 30, 2020 was primarily the result of (i) the net realized loss of $12.7 million from the exit of three LMM investments, (ii) the realized loss of $9.9 million from the exit of three Middle Market investments and (iii) the realized loss of $7.1 million resulting from the partial exit of two LMM investments.

            The following table providesprovide a summary of the total net unrealized depreciation of $180.7 millionincrease in net assets resulting from operations for the sixthree months ended June 30, 2020:March 31, 2021.

     
     Six Months Ended June 30, 2020 
     
     LMM(a) Middle Market Private Loan Other Total 
     
     (dollars in millions)
     

    Accounting reversals of net unrealized (appreciation) depreciation recognized in prior periods due to net realized (gains / income) losses recognized during the current period

     $13.0 $8.2 $2.6 $ $23.8 

    Net unrealized depreciation relating to portfolio investments

      (61.9) (64.1) (56.7) (22.3)(b) (205.0)

    Total net unrealized depreciation relating to portfolio investments

     $(48.9)$(55.9)$(54.1)$(22.3)$(181.2)

    Unrealized appreciation relating to SBIC debentures(c)

                  0.5 

    Total net unrealized depreciation

                 $(180.7)

    (a)
    LMM includes unrealized appreciation on 18 LMM portfolio investments and unrealized depreciation on 41 LMM portfolio investments.

    (b)
    Other includes (i) $16.6 million of net unrealized depreciation relating to the Other Portfolio, (ii) $5.4 million of unrealized depreciation relating to the External Investment Manager and (iii) $0.3 million of unrealized depreciation relating to deferred compensation plan assets.

    (c)
    Relates to unrealized depreciation on the SBIC debentures previously issued by MSC II which were accounted for on a fair value basis.

            The income tax benefit for the six months ended June 30, 2020 of $15.8 million principally consisted of a deferred tax benefit of $16.0 million, which is primarily the result of the net activity relating to our portfolio investments held in our Taxable Subsidiaries, including changes in loss carryforwards, changes in net unrealized appreciation/depreciation and other temporary book-tax differences, partially offset by a current tax provision of $0.3 million related to a $0.7 provision for excise tax on our estimated undistributed taxable income, partially offset by a $0.4 million benefit for current U.S. federal and state income taxes.

      Liquidity and Capital Resources

    This "Liquidity“Liquidity and Capital Resources"Resources” section should be read in conjunction with the "COVID-19 Update"“COVID-19 Update” section above.

      Cash Flows

    For the sixthree months ended June 30, 2020,March 31, 2021, we experienced a net increase in cash and cash equivalents in the amount of $13.3$33.1 million, which is the net result of $39.7$25.0 million of cash used in our operating activities and $58.0 million of cash provided by our operating activities and $26.4financing activities.

    The $25.0 million of cash used in our financing activities.


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            The $39.7 million of cash provided by our operating activities resulted primarily from cash uses totaling $208.2 million for the funding of new portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2020, partially offset by (i) cash proceeds totaling $134.9 million from the sales and repayments of debt investments and sales of and return on capital of equity investments, (ii) cash flows we generated from the operating profits earned totaling $66.0$37.5 million, which is our distributable net investment income, excluding the non-cash effects of the accretion of unearned income, payment-in-kind interest income, cumulative dividends and the amortization expense for deferred financing costs, (ii) cash proceeds totaling $235.6 million from the sales and repayments of debt investments and sales of and return on capital of equity investments and (iii) cash proceeds of $2.4$10.8 million related to changes in other assets and liabilities, partially offset by cash uses totaling $264.3 million for the funding of new portfolio company investments and settlement of accruals for portfolio investments existing as of December 31, 2019.liabilities.

    The $26.4$58.0 million of cash used inprovided by our financing activities principally consisted of (i) $71.3$300.0 million in cash dividends paid to stockholders,proceeds from the issuance of the 3.00% Notes (ii) $22.0$20.2 million in repaymentcash proceeds from the issuance of SBIC debentures and (iii) $1.8 million for purchases of vested restricted stock from employees to satisfy their tax withholding requirements upon the vesting of such restricted stock and (iv) $1.2 million for payment of deferred debt issuance costs, SBIC debenture fees and other costs, partially offset by (i) $29.9$3.6 million in net cash proceeds from our ATM Program (described below) and direct stock purchase plan, partially offset by (i) $182.0 million in net repayments from the Credit Facility, (ii) $25.0$40.0 million in repayment of SBIC debentures, (iii) $38.0 million in cash proceeds from thedividends paid to stockholders and (iv) $5.7 million for debt issuance ofcosts, SBIC debenturesdebenture fees and (iii) $15.0 million in net proceeds from the Credit Facility.other costs.

      Capital Resources

    As of June 30, 2020,March 31, 2021, we had $68.5$65.0 million in cash and cash equivalents and $425.0$693.0 million of unused capacity under the Credit Facility, which we maintain to support our investment and operating activities. As of June 30, 2020,March 31, 2021, our net asset value totaled $1,370.9$1,540.2 million, or $20.85$22.65 per share.

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    The Credit Facility which provides additional liquidity to support our investment and operational activities, includesactivities. As of March 31, 2021, the Credit Facility included total commitments of $740.0$780.0 million from a diversified group of 18 lenders. The Credit Facility matures19 lenders, was set to mature in September 2023 and containscontained an accordion feature which allowsallowed us to increase the total commitments under the facility to up to $800.0 million from new and existing lenders on the same terms and conditions as the existing commitments. BorrowingsAs of March 31, 2021, borrowings under the Credit Facility bearbore interest, subject to our election and resetting on a monthly basis on the first of each month, on a per annum basis at a rate equal to the applicable LIBOR rate (0.2%(0.1% as of June 30, 2020)March 31, 2021) plus (i) 1.875% (or the applicable base rate (Prime Rate of 3.25% as of June 30, 2020)March 31, 2021) plus 0.875%) as long as we meet certain agreed upon excess collateral and maximum leverage requirements or (ii) 2.0% (or the applicable base rate plus 1.0%) otherwise. We pay unused commitment fees of 0.25% per annum on the unused lender commitments under the Credit Facility. The Credit Facility iswas secured by a first lien on the assets of MSCC and its subsidiaries, excluding the equity ownership or assets of the Funds and the External Investment Manager. TheAs of March 31, 2021, the Credit Facility containscontained certain affirmative and negative covenants, including but not limited to: (i) maintaining a minimum availability of at least 10% of the borrowing base, (ii) maintaining an interest coverage ratio of at least 2.0 to 1.0, (iii) maintaining an asset coverage ratio (tangible net worth to Credit Facility borrowings) of at least 1.5 to 1.0 and (iv) maintaining a minimum tangible net worth. The Credit Facility iswas provided on a revolving basis through its then-scheduled final maturity date in September 2023, and containscontained two, one-year extension options which could extend the final maturity by up to two years, subject to certain conditions, including lender approval. As of June 30, 2020,March 31, 2021, we had $315.0$87.0 million in borrowings outstanding under the Credit Facility, the interest rate on the Credit Facility was 2.0% (based on the LIBOR rate of 0.2%0.1% as of the most recent reset date of JuneMarch 1, 2020 plus 1.875%) and we were in compliance with all financial covenants of the Credit Facility.


    See “Recent Developments” below for a discussion of the recent amendment to the Credit Facility, made in April 2021, that increased commitments under the Credit Facility and extended its revolving period and final maturity date, among other items.

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    Through the Funds, we have the ability to issue SBIC debentures guaranteed by the SBA at favorable interest rates and favorable terms and conditions. Under existing SBIC regulations, SBA-approved SBICs under common control have the ability to issue debentures guaranteed by the SBA up to a regulatory maximum amount of $350.0 million. Under existing SBA-approved commitments, we had $314.8$290.0 million of outstanding SBIC debentures guaranteed by the SBA as of June 30, 2020March 31, 2021 through our wholly owned SBICs, which bear a weighted-average annual fixed interest rate of approximately 3.5%3.2%, paid semiannually, and mature ten years from issuance. The first maturity related to our SBIC debentures occurs in 2020,2023, and the weighted-average remaining duration is approximately 5.36.2 years as of June 30, 2020.March 31, 2021. During the sixthree months ended June 30, 2020,March 31, 2021, Main Street issued $25.0$20.2 million of SBIC debentures and opportunistically prepaid $22.0$40.0 million of existing SBIC debentures that were scheduled to mature over the next year as part of an effort to manage the maturity dates of the oldest SBIC debentures. Debentures guaranteed by the SBA have fixed interest rates that equal prevailing 10-year Treasury Note rates plus a market spread and have a maturity of ten years with interest payable semiannually. The principal amount of the debentures is not required to be paid before maturity, but may be pre-paid at any time with no prepayment penalty. We expect to issue new SBIC debentures under the SBIC program in the future in an amount up to the regulatory maximum amount for affiliated SBIC funds.

            In November 2014, we issued $175.0 million in aggregate principal amount of 4.50% unsecured notes due 2019 (the "4.50% Notes due 2019") at an issue price of 99.53%. The 4.50% Notes due 2019 bore interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. On December 2, 2019, we repaid the entire principal amount of the issued and outstanding 4.50% Notes due 2019, effective December 1, 2019 (the "Maturity Date"), at par value plus the accrued and unpaid interest thereon from June 1, 2019 through the Maturity Date.

    In November 2017, we issued $185.0 million in aggregate principal amount of 4.50% unsecured notes due December 1, 2022 (the "4.50%“4.50% Notes due 2022"2022”) at an issue price of 99.16%. The 4.50% Notes due 2022 are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 4.50% Notes due 2022; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 4.50% Notes due 2022 may be redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 4.50% Notes due 2022 bear interest at a rate of 4.50% per year payable semiannually on June 1 and December 1 of each year. We may from time to time repurchase the 4.50% Notes due 2022 in accordance with the 1940 Act and the rules promulgated thereunder. As of June 30, 2020,March 31, 2021, the outstanding principal balance of the 4.50% Notes due 2022 was $185.0 million.

    The indenture governing the 4.50% Notes due 2022 (the "4.50%“4.50% Notes due 2022 Indenture"Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 4.50% Notes due 2022 and the Trusteetrustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 4.50% Notes due 2022 Indenture. As of March 31, 2021, we were in compliance with these covenants.

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    In April 2019, we issued $250.0 million in aggregate principal amount of 5.20% unsecured Notes due May 1, 2024 (the "5.20% Notes"“5.20% Notes”) at an issue price of 99.125%. Subsequently, in December 2019, we issued an additional $75.0 million of the 5.20% Notes at an issue price of 105.0%. Also, in July 2020, we issued an additional $125.0 million aggregate principal amount of the 5.20% Notes at an issue price of 102.674%. The 5.20% Notes issued in December 2019 and July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019. The aggregate net proceeds from the 5.20% Notes issuances were used to repay a portion of the borrowings outstanding under the Credit Facility. The 5.20% Notes are


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    unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of our future indebtedness that expressly provides it is subordinated to the 5.20% Notes; effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under our Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of the Funds. The 5.20% Notes may be redeemed in whole or in part at any time at our option subject to certain make-whole provisions. The 5.20% Notes bear interest at a rate of 5.20% per year payable semiannually on May 1 and November 1 of each year. We may from time to time repurchase the 5.20% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of June 30, 2020,March 31, 2021, the outstanding principal balance of the 5.20% Notes was $325.0$450.0 million.

    The indenture governing the 5.20% Notes (the "5.20%“5.20% Notes Indenture"Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 5.20% Notes and the Trusteetrustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 5.20% Notes Indenture. As of March 31, 2021, we were in compliance with these covenants.

    In January 2021, we issued $300.0 million in aggregate principal amount of 3.00% unsecured notes due July 14, 2026 (the “3.00% Notes”) at an issue price of 99.004%. The total net proceeds from the 3.00% Notes, resulting from the issue price and after underwriting discounts and estimated offering expenses payable, were approximately $294.8 million. The 3.00% Notes are unsecured obligations and rank pari passu with our current and future unsecured indebtedness; senior to any of its future indebtedness that expressly provides it is subordinated to the 3.00% Notes; effectively subordinated to all of its existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, including borrowings under its Credit Facility; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, including without limitation, the indebtedness of the Funds. The 3.00% Notes may be redeemed in whole or in part at any time at our option subject to certain make whole provisions. The 3.00% Notes bear interest at a rate of 3.00% per year payable semiannually on January 14 and July 14 of each year. We may from time to time repurchase the 3.00% Notes in accordance with the 1940 Act and the rules promulgated thereunder. As of March 31, 2021, the outstanding principal balance of the 3.00% Notes was $300.0 million.

    The indenture governing the 3.00% Notes (the “3.00% Notes Indenture”) contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 3.00% Notes and the trustee if we cease to be subject to the reporting requirements of the Exchange Act. These covenants are subject to limitations and exceptions that are described in the 3.00% Notes Indenture. As of March 31, 2021, we were in compliance with these covenants.

    We maintain a program with certain selling agents through which we can sell shares of our common stock by means of at-the-market offerings from time to time (the "ATM Program"“ATM Program”). During the sixthree months ended June 30, 2020,March 31, 2021, we sold 907,515112,680 shares of our common stock at a weighted-average price of $33.06$31.59 per share and raised $30.0$3.6 million of gross proceeds under the ATM Program. Net proceeds were $29.6$3.5 million after commissions to the selling agents on shares sold and offering costs. As of June 30, 2020, sales transactions representing 15,000 shares had not settled and are not included in shares issued and outstanding on the face of the consolidated balance sheet but are included in the weighted-average shares outstanding in the consolidated statement of operations and in the shares used to calculate net asset value per share. As of June 30, 2020, 7,451,635March 31, 2021, 5,600,692 shares remained available for sale under the ATM Program.

    During the year ended December 31, 2019,2020, we sold 2,247,1872,645,778 shares of our common stock at a weighted-average price of $40.05$32.10 per share and raised $90.0$84.9 million of gross proceeds under the ATM Program. Net proceeds were $88.8$83.8 million after commissions to the selling agents on shares sold and offering costs.

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    We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, utilization of available borrowings under our Credit Facility, and a combination of future issuances of debt and equity capital. Our primary uses of funds will be investments in portfolio companies, operating expenses and cash distributions to holders of our common stock.

    We periodically invest excess cash balances into marketable securities and idle funds investments. The primary investment objective of marketable securities and idle funds investments is to generate incremental cash returns on excess cash balances prior to utilizing those funds for investment in our LMM, Middle Market and Private Loan portfolio investments. Marketable securities and idle funds investments generally consist of debt investments, independently rated debt investments, certificates of deposit with financial institutions, diversified bond funds and publicly traded debt and equity investments. We may also invest in short-term portfolio investments that are atypical of our LMM, Middle Market and Private Loan portfolio investments in that they are intended to be a short-term deployment of capital and are more liquid than investments within the other portfolios. Short-term portfolio investments consist primarily of investments in secured debt investments and independently rated debt investments.

    If our common stock trades below our net asset value per share, we will generally not be able to issue additional common stock at the market price, unless our stockholders approve such a sale and our Board of Directors makes certain determinations. We did not seek stockholder authorization to sell shares of our common stock below the then current net asset value per share of our common stock at


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    our 20202021 annual meeting of stockholders because our common stock price per share has generally traded significantly above the net asset value per share of our common stock since 2011. We would therefore need future approval from our stockholders to issue shares below the then current net asset value per share.

    In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income. In addition, as a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200% (or 150% if certain requirements are met). This requirement limits the amount that we may borrow. In January 2008, we received an exemptive order from the SEC to exclude SBA-guaranteed debt securities issued by MSMFthe Funds and any other wholly owned subsidiaries of ours which operate as SBICs from the asset coverage requirements of the 1940 Act as applicable to us, which, in turn, enables us to fund more investments with debt capital.

    Although we have been able to secure access to additional liquidity, including through the Credit Facility, public debt issuances, leverage available through the SBIC program and equity offerings, there is no assurance that debt or equity capital will be available to us in the future on favorable terms, or at all.

      Recently Issued or Adopted Accounting Standards

            In August 2018, the SEC adopted rules (the "SEC Release") amending certain disclosure requirements intendedSee “Note B.13 – Recently Issued or Adopted Accounting Standards” to eliminate redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements, U.S. GAAP requirements or changes in the information environment. In part, the SEC Release requires an investment company to present distributable earnings in total on the consolidated balance sheet and consolidated statements of changes in net assets, rather than showing the three components of distributable earnings as previously shown. We adopted this part of the SEC Release during the year ended December 31, 2018. The impact of the adoption of these rules on our consolidated financial statements was not material. Additionally, the SEC Release requires disclosure of changesincluded in net assets within a registrant'sthis Quarterly Report on Form 10-Q filing onfor a quarter-to-date and year-to-date basis for both the current year and prior year comparative periods. Wediscussion of recently issued or adopted the new requirement to present changes in net assets in interim financial statements within Form 10-Q filings effective January 1, 2019. The adoption of these rules did not have a material impact on the consolidated financial statements.accounting standards.

            In March 2020, the FASB issued ASU 2020-04, "Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting." The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. We have agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. Many of these agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. We adopted this amendment in March 2020 and plan to apply the amendments in this update to account for contract modifications due to changes in reference rates. We do not believe that it will have a material impact on its consolidated financial statements and disclosures.

            In May 2020, the SEC adopted rules Release No. 33-10786 (the "Release"), Amendments to Financial Disclosures about Acquired and Disposed Businesses, amending Rule 1-02(w)(2) used in the determination of a significant subsidiary. In part, the Release eliminated the use of the asset test, and


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    amended the income and investment tests for determining whether an unconsolidated subsidiary requires additional disclosure in the footnotes of the financial statements. We adopted the Release during the quarter ended June 30, 2020. The impact of the adoption of these rules on our consolidated financial statements was not material.

    From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by us as of the specified effective date. We believe that the impact of recently issued standards and any that are not yet effective will not have a material impact on our consolidated financial statements upon adoption.

      Inflation

    Inflation has not had a significant effect on our results of operations in any of the reporting periods presented herein. However, our portfolio companies have experienced, and may in the future experience, the impacts of inflation on their operating results, including periodic escalations in their costs for labor, raw materials and third-party services and required energy consumption.

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      Off-Balance Sheet Arrangements

      We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. At June 30, 2020,March 31, 2021, we had a total of $108.7$136.7 million in outstanding commitments comprised of (i) thirty-eightforty-six investments with commitments to fund revolving loans that had not been fully drawn or term loans with additional commitments not yet funded and (ii) tennine investments with equity capital commitments that had not been fully called.

        Contractual Obligations

      As of June 30, 2020,March 31, 2021, the future fixed commitments for cash payments in connection with our SBIC debentures, the 4.50% Notes due 2022, the 5.20% Notes, the 3.00% Notes and rent obligations under our office lease for each of the next five years and thereafter are as follows:follows (dollars in thousands):

          

      2021

          

      2022

          

      2023

          

      2024

          

      2025

          

      Thereafter

          

      Total

      SBIC debentures

      $

      -

      $

      -

      $

      16,000

      $

      63,800

      $

      -

      $

      210,200

      $

      290,000

      Interest due on SBIC debentures

      4,634

      9,208

      8,954

      7,507

      6,283

      17,200

      53,786

      4.50% Notes due 2022

      -

      185,000

      -

      -

      -

      -

      185,000

      Interest due on 4.50% Notes due 2022

      8,325

      8,325

      -

      -

      -

      -

      16,650

      5.20% Notes due 2024

      -

      -

      -

      450,000

      -

      -

      450,000

      Interest due on 5.20% Notes due 2024

      23,400

      23,400

      23,400

      11,700

      -

      -

      81,900

      3.00% Notes due 2026

      -

      -

      -

      -

      -

      300,000

      300,000

      Interest due on 3.00% Notes due 2026

      4,550

      9,000

      9,000

      9,000

      9,000

      9,000

      49,550

      Operating Lease Obligation (1)

      583

      790

      804

      818

      832

      1,779

      5,606

      Total

      $

      41,492

      $

      235,723

      $

      58,158

      $

      542,825

      $

      16,115

      $

      538,179

      $

      1,432,492

       
       2020 2021 2022 2023 2024 Thereafter Total 

      SBIC debentures

       $20,000 $40,000 $ $16,000 $63,800 $175,000 $314,800 

      Interest due on SBIC debentures

        5,483  9,707  8,692  8,438  6,990  20,144  59,454 

      4.50% Notes due 2022

            185,000        185,000 

      Interest due on 4.50% Notes due 2022

        4,163  8,325  8,325        20,813 

      5.20% Notes due 2024

                325,000    325,000 

      Interest due on 5.20% Notes due 2024

        8,450  16,900  16,900  16,900  8,450    67,600 

      Operating Lease Obligation(1)

        382  776  790  804  818  2,610  6,180 

      Total

       $38,478 $75,708 $219,707 $42,142 $405,058 $197,754 $978,847 

      (1)Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.
      (1)
      Operating Lease Obligation means a rent payment obligation under a lease classified as an operating lease and disclosed pursuant to ASC 842, as may be modified or supplemented.

      As of June 30, 2020,March 31, 2021, we had $315.0$87.0 million in borrowings outstanding under our Credit Facility, and the Credit Facility is currentlywas scheduled to mature in September 2023. The Credit Facility contains two, one-year extension options which could extend the maturity to September 2025, subject to lender


      See “Recent Developments

      Table of Contents

      approval. See further” below for a discussion of the recent amendment to the Credit Facility, termsmade in "—LiquidityApril 2021, that increased commitments under the Credit Facility and Capital Resources—Capital Resources."extended its revolving period and final maturity date, among other items.

        Related Party Transactions

      As discussed further above, the External Investment Manager is treated as a wholly owned portfolio company of MSCC and is included as part of our Investment Portfolio. At June 30, 2020,March 31, 2021, we had a receivable of approximately $4.8$3.9 million due from the External Investment Manager, which included approximately $3.8$2.8 million related primarily to operating expenses incurred by us as required to support the External Investment Manager'sManager’s business and amounts due from the External Investment Manager to Main Street under a tax sharing agreement (see further discussion above in "—Critical Accounting Policies—Income Taxes")Note B.9 and Note D in the notes to consolidated financial statements) and approximately $1.1$1.2 million of dividends declared but not paid by the External Investment Manager.

      From time to time, we may make investments in clients of the External Investment Manager in the form of debt or equity capital on terms approved by our Board of Directors. In January 2021, we entered into a Term Loan Agreement with MSC Income (the “Term Loan Agreement”). The Term Loan Agreement was unanimously approved by our Board, including each director who is not an “interested person,” as such term is defined in Section 2(a)(19) of the 1940 Act and the board of directors of MSC Income, including each director who is not an “interested person” of MSC Income or the External Investment Manager. The Term Loan Agreement provides for a term loan of $40.0 million to MSC Income, bearing interest at a fixed rate of 5.00% per annum, and matures in January 2026. Borrowings under the Term Loan Agreement are expressly subordinated and junior in right of payment to all secured indebtedness of MSC Income and are subject to a two-year no-call period that expires on January 27, 2023.

      In December 2020, the External Investment Manager entered into an Investment Management Agreement with the Private Loan Fund, pursuant to which the External Investment Manager provides investment advisory and

      110


      management services to the Private Loan Fund in exchange for an asset-based fee and certain incentive fees. The Private Loan Fund is a private investment fund exempt from registration under the 1940 Act that invests in debt investments in middle market companies generally with EBITDA between $7.5 million and $50 million and generally owned by a private equity sponsor, which we generally refer to as Private Loan investments. In connection with the Private Loan Fund’s initial closing in December 2020, we committed to contribute up to $10.0 million as a limited partner and will be entitled to distributions on such interest. In addition, certain of our officers and employees (and certain of their immediate family members) made capital commitments to the Private Loan Fund as limited partners and therefore have direct pecuniary interest in the Private Loan Fund. Additionally, we have provided the Private Loan Fund with a revolving line of credit pursuant to an Unsecured Revolving Promissory Note, dated February 5, 2021 (the “Private Loan Fund Loan”), in an aggregate amount equal to the amount of limited partner capital commitments to the Private Loan Fund up to $50.0 million. Borrowings under the Private Loan Fund Loan bear interest at a fixed rate of 5.00% per annum and will mature on the earlier of June 30, 2022 and the date of the Private Loan Fund’s final closing.

      In November 2015, our Board of Directors approved and adopted the Main Street Capital Corporation Deferred Compensation Plan (the "2015“2015 Deferred Compensation Plan"Plan”). The 2015 Deferred Compensation Plan became effective on January 1, 2016 and replaced the Deferred Compensation Plan for Non-Employee Directors previously adopted by the Board of Directors in June 2013 (the "2013“2013 Deferred Compensation Plan"Plan”). Under the 2015 Deferred Compensation Plan, non-employee directors and certain key employees may defer receipt of some or all of their cash compensation and directors'directors’ fees, subject to certain limitations. Individuals participating in the 2015 Deferred Compensation Plan receive distributions of their respective balances based on predetermined payout schedules or other events as defined by the plan and are also able to direct investments made on their behalf among investment alternatives permitted from time to time under the plan, including phantom Main Street stock units. As of June 30, 2020, $9.9March 31, 2021, $13.3 million of compensation and directors' feesdividend reinvestments net of unrealized gains and losses and distributions had been deferred under the 2015 Deferred Compensation Plan (including amounts previously deferred under the 2013 Deferred Compensation Plan). Of this amount, $5.0$6.1 million washad been deferred into phantom Main Street stock units, representing 152,633154,959 shares of our common stock. Including phantom stock units issued through dividend reinvestment and net of any shares distributed, the phantom stock units outstanding as of June 30, 2020 represented 154,179 shares of ourMain Street’s common stock. Any amounts deferred under the plan represented by phantom Main Street stock units will not be issued or included as outstanding on the consolidated statements of changes in net assets until such shares are actually distributed to the participant in accordance with the plan, but the related phantom stock units are included in weighted-average shares outstanding with the related dollar amount of the deferral included in total expenses in Main Street'sStreet’s consolidated statements of operations as earned. The dividend amounts related to additional phantom stock units are included in the statements of changes in net assets as an increase to dividends to stockholders offset by a corresponding increase to additional paid-in capital.

        Recent Developments

      During August 2020,April 2021, we amended our Credit Facility to, among other changes, (i) increase the revolving commitments by lenders to $855.0 million, with the right to request an increase in commitments under the Credit Facility from new and existing lenders on the same terms and conditions as the existing commitments up to a total of $1.2 billion, subject to certain conditions, (ii) extend the revolving period under the Credit Facility to April 7, 2025 and the final maturity date of the Credit Facility to April 7, 2026 and (iii) make other changes to the Credit Facility including but not limited to changes to financial covenants, LIBOR transition provisions, and technical changes to the general security agreement and equity pledge agreement relating to the Credit Facility.

      During May 2021, we declared regular monthly dividends of $0.205 per share for each month of October, NovemberJuly, August and DecemberSeptember of 2020.2021. These regular monthly dividends equal a total of $0.615 per share for the fourththird quarter of 2020,2021, unchanged from the regular monthly dividends paid in the fourththird quarter of 2019.2020. Including the regular monthly dividends declared for the thirdsecond and fourththird quarters of 2020,2021, we will have paid $29.60$31.445 per share in cumulative dividends since our October 2007 initial public offering.

              In July 2020, we announced that the External Investment Manager had entered into a definitive asset purchase agreement (the "HMS Purchase Agreement") under which it will become the sole investment adviser and administrator to HMS Income, subject to certain closing conditions. The parties expect the transaction to be completed in the fourth quarter of 2020. Following the closing of the transaction, the External Investment Manager will replace HMS Adviser as the investment adviser and


      Table of Contents

      administrator to HMS Income. The base management fee rate under the External Investment Manager's proposed new investment advisory agreement with HMS Income, which has been unanimously approved by the board of directors of HMS Income, will be reduced from 2.00% to 1.75%, with no changes to the incentive fee calculations. The consummation of the transactions contemplated by the asset purchase agreement is subject to approval of the new investment advisory agreement by stockholders of HMS Income and other customary closing conditions. Post-closing, HMS Income is expected to change its name to MSC Income Fund, Inc.

              In July 2020, we issued an additional $125.0 million aggregate principal amount of the 5.20% Notes at an issue price of 102.674%, for total net proceeds to us, resulting from the issue price and after underwriting discounts and estimated offering expenses payable by us, of approximately $127.3 million. Following the issuance of the additional $125.0 million aggregate principal amount of the 5.20% Notes in July 2020, the outstanding principal balance of the 5.20% Notes was $450.0 million. The 5.20% Notes issued in July 2020 have identical terms as, and are a part of a single series with, the 5.20% Notes issued in April 2019 and in December 2019. The aggregate net proceeds from the 5.20% Notes issuances were used to repay a portion of the borrowings outstanding under the Credit Facility.

      Item 3. Quantitative and Qualitative Disclosures about Market Risk

      We are subject to financial market risks, including changes in interest rates, and changes in interest rates may affect both our interest expense on the debt outstanding under our Credit Facility and our interest income from portfolio

      111


      investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent that any debt investments include floating interest rates. See "Risk“Risk Factors—Risks Relating to Our BusinessInvestments — Changes relating to the LIBOR calculation process, the phase-out of LIBOR and Structure -Thethe use of replacement rates for LIBOR may adversely affect the value of our portfolio securities.”, “Risk Factors — Risks Relating to Our Investments — Changes in interest rates may affect our cost of capital, net investment income and value of our floating-rate loansinvestments.” and “Risk Factors — Risks Relating to our portfolio companiesOur Debt Financing — Because we borrow money, the potential for gain or loss on amounts invested in us is magnified and for anymay increase the risk of our borrowings that extend beyond 2021 might be subject to change based on recent regulatory changes"investing in us” included in our Form 10-K for the fiscal year ended December 31, 20192020 for more information regarding risks associated with our debt investments and borrowings that utilize LIBOR as a reference rate.

      The majority of our debt investments are made with either fixed interest rates or floating rates that are subject to contractual minimum interest rates for the term of the investment. As of June 30, 2020,March 31, 2021, approximately 71%69% of our debt investment portfolio (at cost) bore interest at floating rates, 84%85% of which were subject to contractual minimum interest rates. Our interest expense will be affected by changes in the published LIBOR rate in connection with our Credit Facility; however, the interest rates on our outstanding SBIC debentures, 3.00% Notes, 4.50% Notes due 2022 and 5.20% Notes, which collectively comprise the majority of our outstanding debt, are fixed for the life of such debt. As of June 30, 2020,March 31, 2021, we had not entered into any interest rate hedging arrangements. Due to our limited use of derivatives, we have claimed an exclusion from the definition of the term "commodity“commodity pool operator"operator” under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under such Act. The following table shows the approximate annualized increase or decrease in


      Table of Contents

      the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of June 30, 2020.March 31, 2021.

          

      Increase

          

      (Increase)

          

      Increase

          

      Increase

      (Decrease)

      Decrease

      (Decrease) in Net

      (Decrease) in Net

      in Interest

      in Interest

      Investment

      Investment

      Basis Point Change
       Increase
      (Decrease)
      in Interest
      Income
       (Increase)
      Decrease
      in Interest
      Expense
       Increase
      (Decrease) in Net
      Investment
      Income
       Increase
      (Decrease) in Net
      Investment
      Income per
      Share
       

          

      Income

          

      Expense

          

      Income

          

      Income per Share


       (dollars in thousands, except per share amounts)
        
       

      (dollars in thousands, except per share amounts)

      (150)

       $(1,099)$544 $(555)$(0.01)

      $

      (383)

      $

      104

      $

      (279)

      $

      (125)

       (1,029) 544 (485) (0.01)

      (100)

       (921) 544 (377) (0.01)

       

      (374)

       

      104

       

      (270)

       

      (75)

       (813) 544 (269)  

      (50)

       (706) 544 (162)  

       

      (358)

       

      104

       

      (254)

       

      (25)

       (547) 544 (3)  

       

      (350)

       

      104

       

      (246)

       

      25

       675 (788) (113)  

       

      556

       

      (218)

       

      338

       

      0.00

      50

       1,374 (1,575) (201)  

       

      1,134

       

      (435)

       

      699

       

      0.01

      75

       2,380 (2,363) 17  

      1,874

      (653)

      1,221

      0.02

      100

       5,036 (3,150) 1,886 0.03 

       

      3,995

       

      (870)

       

      3,125

       

      0.05

      125

       8,036 (3,938) 4,098 0.06 

      6,869

      (1,088)

      5,781

      0.09

      150

       11,210 (4,725) 6,485 0.10 

      10,025

      (1,305)

      8,720

      0.13

      The hypothetical results assume that all LIBOR and prime rate changes would be effective on the first day of the period. However, the contractual LIBOR and prime rate reset dates would vary throughout the period, on either a monthly or quarterly basis, for both our investments and our Credit Facility. The hypothetical results would also be impacted by the changes in the amount of debt outstanding under our Credit Facility (with an increase (decrease) in the debt outstanding under the Credit Facility resulting in an (increase) decrease in the hypothetical interest expense).

      Item 4. Controls and Procedures

      As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act). Based on that evaluation, our Chief Executive Officer, President, Chief Financial Officer, Chief Compliance Officer and Chief Accounting Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to us that is required to be disclosed in the reports we file or submit under the Exchange Act. There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2020March 31, 2021 that have materially

      112


      affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controlscontrol over financial reporting despite the fact that many of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.


      PART 

      Table of Contents


      PART II—OTHER INFORMATION

      Item 1. Legal Proceedings

      We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

      Item 1A. Risk Factors

              YouIn addition to the other information set forth in this report, you should carefully consider the risksrisk factors described below and all other information contained in this QuarterlyPart I, Item 1A. “Risk Factors” in our Annual Report on Form 10-Q, including10-K for the fiscal year ended December 31, 2020, which could materially affect our interimbusiness, financial statements andcondition and/or operating results. There have been no material changes to the related notes thereto, before making a decision to purchaserisk factors as previously disclosed in our securities. Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

      The risks and uncertainties described belowin our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are not the only onesrisks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect onmaterially and adversely affect our business, financial condition and/or operating results, as well as the market price of our securities.

              In addition to the other information set forth in this report, you should carefully consider the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019 that we filed with the SEC on February 28, 2020 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 that we filed with the SEC on May 8, 2020, which could materially affect our business, financial condition or operating results.

      We cannot assure you that the transactions contemplated by the HMS Purchase Agreement will close, and any failure of the closing to occur could have a material adverse effect on our business, financial condition and results of operations.

              The closing of the transactions contemplated by the HMS Purchase Agreement is conditioned on: (i) the requisite approval of the External Investment Manager's new investment advisory agreement by HMS Income's stockholders; (ii) the resignations of certain current members of the HMS Income board of directors and the appointment to the board of directors of two new disinterested directors so that at least seventy-five percent (75%) of the members of the board of directors are not interested directors; (iii) the resignation of the Company's existing officers and the election or appointment of Dwayne L. Hyzak as Chief Executive Officer, Brent D. Smith as Chief Financial Officer and Jason B. Beauvais as Senior Vice President, General Counsel and Chief Compliance Officer; (iv) the receipt of consents from HMS Income's lenders under two credit facilities; (v) the release of any liens on the HMS Adviser's assets; (vi) HMS Income's entry into a non-exclusive, royalty-free license agreement with Main Street to use the name "Main Street," "MSC" or similar derivations thereof in HMS Income's name; and (vii) other customary closing conditions, including that there has been no material adverse effect. We cannot assure you of the timing of the closing of the transactions contemplated by the HMS Purchase Agreement and whether and when the new investment advisory agreement will be effective. Any failure of the closing to occur could have a material adverse effect on our business, financial condition and results of operations.

      Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      During the three months ended June 30, 2020,March 31, 2021, we issued 146,229106,651 shares of our common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of common


      Table of Contents

      stock issued during the three months ended June 30, 2020March 31, 2021 under the dividend reinvestment plan was approximately $4.2$3.7 million.

      Upon vesting of restricted stock awarded pursuant to our employee equity compensation plan, shares may be withheld to meet applicable tax withholding requirements. Any withheld shares are treated as common stock purchases by the Company in our consolidated financial statements as they reduce the number of shares received by employees upon vesting (see "Purchase“Purchase of vested stock for employee payroll tax withholding"withholding” in the consolidated statements of changes in net assets for share amounts withheld).

      Item 5. Other Information

      On May 7, 2021, Main Street and Brent D. Smith, Chief Financial Officer and Treasurer, mutually agreed that Mr. Smith’s employment with Main Street, and roles with Main Street’s subsidiaries and affiliated funds, will cease effective August 31, 2021 (the “Separation Date”) pursuant to that certain Retention and Release Agreement entered into by and between Mr. Smith and Main Street (the “Retention Agreement”). Under the terms of the Retention Agreement, Mr. Smith has agreed to help transition his duties and responsibilities through the Separation Date while continuing to serve as Main Street’s Chief Financial Officer and Treasurer (the “Transition Period”). Mr. Smith will be entitled to (i) continue receiving his current base salary and other employee benefits during the Transition Period, (ii) vesting of all unvested shares of restricted Main Street stock previously granted to him under the 2015 Equity and Incentive Plan and a lump sum payment of $350,000 on the Separation Date and (iii) reimburse Mr. Smith’s costs for COBRA benefits through August 31, 2022, subject to the terms and conditions set forth in the Retention Agreement, including a clawback of consideration paid for breach thereof. The Retention Agreement also provides for a customary release of claims, confidentiality and non-disparagement obligations and a one-year non-competition provision. Mr. Smith’s separation from Main Street is not the result of any disagreement with management or the Board of Directors.

      113


      Following Mr. Smith’s separation, Jesse E. Morris, currently Executive Vice President and Chief Operating Officer of Main Street, will assume the roles of Chief Financial Officer and Treasurer of Main Street in addition to his current responsibilities. Reference is made to the biographical information with respect to Mr. Morris set forth under the heading “Executive Officers” in the 2021 Main Street proxy statement, which description is incorporated herein by reference. Mr. Morris will receive a base salary consistent with Main Street’s current executive compensation practices and continue to receive benefits materially similar to those disclosed in the 2021 Main Street proxy statement. There are no current or proposed transactions between Main Street and Mr. Morris or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

      114


      Item 6. ExhibitsExhibits

      Listed below are the exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):



      *

      Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

      115


      SIGNATURES


      SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

      Main Street Capital Corporation


      Date: August 7, 2020



      /s/ DWAYNE L. HYZAK


      Date: May 7, 2021

      Dwayne L. Hyzak

      Chief Executive Officer

      (principal executive officer)


      Date: August 7, 2020



      /s/ BRENT D. SMITH


      Date: May 7, 2021

      Brent D. Smith

      Chief Financial Officer and Treasurer

      (principal financial officer)


      Date: August 7, 2020



      /s/ LANCE A. PARKER


      Date: May 7, 2021

      Lance A. Parker

      Vice President and Chief Accounting Officer

      (principal accounting officer)


      116