UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended September 30, 2017March 31, 2024
or
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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 814-00998
Goldman Sachs BDC, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 46-2176593 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
200 West Street, New York, New York | 10282 | |
(Address of Principal Executive | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 902-0300(312) 655 - 4419
Not Applicable
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(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.001 per share | GSBD | The 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 X NOYes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YESYes ☒ No ☐ NO ☐
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 accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated | ☒ | Accelerated filer: | ☐ | Non-accelerated filer: | ☐ | Smaller reporting company: | ☐ | |||||||
Emerging growth | ☐ |
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. X☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YESYes ☐ NO XNo☒
The numberAs of May 7, 2024, there were 112,223,204 shares of the registrant’s common stock $0.001 par value per share, outstanding at November 2, 2017 was 40,130,665.outstanding.
GOLDMAN SACHS BDC, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024 | |||||||
INDEX | PAGE | ||||||
3 | |||||||
5 | |||||||
ITEM 1. | 5 | ||||||
5 | |||||||
6 | |||||||
7 | |||||||
8 | |||||||
Consolidated Schedules of Investments | 9 | ||||||
36 | |||||||
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 60 | |||||
ITEM 3. | 73 | ||||||
ITEM 4. | 73 | ||||||
74 | |||||||
ITEM 1. | 74 | ||||||
ITEM 1A. | 74 | ||||||
ITEM 2. | 74 | ||||||
ITEM 3. | 74 | ||||||
ITEM 4. | 74 | ||||||
ITEM 5. | 74 | ||||||
ITEM 6. | 74 | ||||||
76 |
2
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2016,2023, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. UnderThe safe harbor provisions of Section 21E(b)(2)(B)21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form 10-Q.
because we are an investment company. The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
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our expected financings and investments;
the use of borrowed money to finance a portion of our investments;
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3
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4
3
ITEM 1. FINANCIAL INFORMATIONSTATEMENTS
Goldman Sachs BDC, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)
September 30, 2017 (Unaudited) | December 31, 2016 | |||||||
Assets | ||||||||
Non-controlled/non-affiliated investments, at fair value (cost of $1,015,440 and $1,055,203, respectively) | $ | 989,904 | $ | 1,004,793 | ||||
Non-controlled affiliated investments, at fair value (cost of $107,223 and $89,715, respectively) | 93,669 | 84,103 | ||||||
Controlled affiliated investments, at fair value (cost of $94,342 and $77,592, respectively) | 95,114 | 78,394 | ||||||
Investments in affiliated money market fund (cost of $3 and $1, respectively) | 3 | 1 | ||||||
Cash | 11,967 | 4,565 | ||||||
Interest and dividends receivable from non-controlled/affiliated investments and non-controlled/non-affiliated investments | 7,617 | 7,841 | ||||||
Dividend receivable from controlled affiliated investments | 2,350 | 1,925 | ||||||
Other income receivable from controlled affiliated investments | 1,096 | 2,212 | ||||||
Deferred financing costs | 5,107 | 6,018 | ||||||
Deferred offering costs | 160 | 605 | ||||||
Other assets | 699 | 76 | ||||||
|
|
|
|
|
| |||
Total assets | $ | 1,207,686 | $ | 1,190,533 | ||||
|
|
|
|
|
| |||
Liabilities | ||||||||
Debt (net of debt issuance costs of $3,945 and $4,598, respectively) | $ | 443,805 | $ | 498,152 | ||||
Interest and other debt expenses payable | 2,842 | 1,569 | ||||||
Management fees payable | 4,369 | 4,406 | ||||||
Incentive fees payable | 4,624 | 1,474 | ||||||
Distribution payable | 18,049 | 16,349 | ||||||
Accrued offering costs | 527 | 518 | ||||||
Directors’ fees payable | 175 | 8 | ||||||
Accrued expenses and other liabilities | 2,136 | 2,920 | ||||||
|
|
|
|
|
| |||
Total liabilities | $ | 476,527 | $ | 525,396 | ||||
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|
|
|
|
| |||
Commitments and Contingencies (Note 7) | ||||||||
Net Assets | ||||||||
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding) | $ | – | $ | – | ||||
Common stock, par value $0.001 per share (200,000,000 shares authorized, 40,109,905 and 36,331,662 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively) | 40 | 36 | ||||||
Paid-in capital in excess of par | 801,048 | 719,847 | ||||||
Accumulated net realized gain (loss) | (64,362 | ) | (23,729 | ) | ||||
Accumulated undistributed net investment income | 34,172 | 25,624 | ||||||
Net unrealized appreciation (depreciation) on investments | (38,318 | ) | (55,220 | ) | ||||
Allocated income tax expense | (1,421 | ) | (1,421 | ) | ||||
|
|
|
|
|
| |||
TOTAL NET ASSETS | $ | 731,159 | $ | 665,137 | ||||
|
|
|
|
|
| |||
TOTAL LIABILITIES AND NET ASSETS | $ | 1,207,686 | $ | 1,190,533 | ||||
|
|
|
|
|
| |||
Net asset value per share | $ | 18.23 | $ | 18.31 |
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
Assets |
|
|
|
|
|
| ||
Investments, at fair value |
|
|
|
|
|
| ||
Non-controlled/non-affiliated investments (cost of $3,531,330 and $3,500,119) |
| $ | 3,401,026 |
|
| $ | 3,371,910 |
|
Non-controlled affiliated investments (cost of $71,317 and $73,672) |
|
| 39,088 |
|
|
| 42,419 |
|
Total investments, at fair value (cost of $3,602,647 and $3,573,791) |
| $ | 3,440,114 |
|
| $ | 3,414,329 |
|
Investments in affiliated money market fund (cost of $499 and $—) |
|
| 499 |
|
|
| — |
|
Cash |
|
| 52,319 |
|
|
| 52,363 |
|
Interest and dividends receivable |
|
| 38,214 |
|
|
| 38,534 |
|
Deferred financing costs |
|
| 14,134 |
|
|
| 14,937 |
|
Other assets |
|
| 1,922 |
|
|
| 2,656 |
|
Total assets |
| $ | 3,547,202 |
|
| $ | 3,522,819 |
|
Liabilities |
|
|
|
|
|
| ||
Debt (net of debt issuance costs of $13,012 and $5,447) |
| $ | 1,830,810 |
|
| $ | 1,826,794 |
|
Interest and other debt expenses payable |
|
| 8,758 |
|
|
| 13,369 |
|
Management fees payable |
|
| 8,732 |
|
|
| 8,708 |
|
Incentive fees payable |
|
| 10,882 |
|
|
| 13,041 |
|
Distribution payable |
|
| 50,447 |
|
|
| 49,304 |
|
Unrealized depreciation on foreign currency forward contracts |
|
| 581 |
|
|
| 726 |
|
Accrued expenses and other liabilities |
|
| 5,386 |
|
|
| 9,052 |
|
Total liabilities |
| $ | 1,915,596 |
|
| $ | 1,920,994 |
|
Commitments and contingencies (Note 8) |
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|
|
|
|
| ||
Net assets |
|
|
|
|
|
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Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding) |
| $ | — |
|
| $ | — |
|
Common stock, par value $0.001 per share (200,000,000 shares authorized, 112,103,346 and 109,563,525 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively) |
|
| 112 |
|
|
| 110 |
|
Paid-in capital in excess of par |
|
| 1,865,489 |
|
|
| 1,827,715 |
|
Distributable earnings (loss) |
|
| (232,574 | ) |
|
| (224,579 | ) |
Allocated income tax expense |
|
| (1,421 | ) |
|
| (1,421 | ) |
Total net assets |
| $ | 1,631,606 |
|
| $ | 1,601,825 |
|
Total liabilities and net assets |
| $ | 3,547,202 |
|
| $ | 3,522,819 |
|
Net asset value per share |
| $ | 14.55 |
|
| $ | 14.62 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
4
Goldman Sachs BDC, Inc.
Consolidated StatementsStatements of Operations
(in thousands, except share and per share amounts)
(Unaudited)
For the three months ended September 30, | For the nine months ended September 30, |
| For the Three Months Ended |
| ||||||||||||||||||||
2017 | 2016 | 2017 | 2016 |
| March 31, |
|
| March 31, |
| |||||||||||||||
Investment Income: | ||||||||||||||||||||||||
Investment income: |
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|
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|
| ||||||||||||||||||
From non-controlled/non-affiliated investments: |
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|
|
|
|
| ||||||||||||||||||
Interest income | $ | 28,204 | $ | 29,259 | $ | 85,383 | $ | 84,879 |
| $ | 96,910 |
|
| $ | 98,130 |
| ||||||||
Payment-in-kind income |
|
| 12,646 |
|
|
| 7,717 |
| ||||||||||||||||
Other income |
|
| 857 |
|
|
| 882 |
| ||||||||||||||||
From non-controlled affiliated investments: |
|
|
|
|
|
| ||||||||||||||||||
Dividend income | – | 633 | – | 1,890 |
|
| 412 |
|
|
| 107 |
| ||||||||||||
Interest income |
|
| 656 |
|
|
| 507 |
| ||||||||||||||||
Payment-in-kind income |
|
| 55 |
|
|
| 49 |
| ||||||||||||||||
Other income | 1,255 | 756 | 2,090 | 1,153 |
|
| 7 |
|
|
| 12 |
| ||||||||||||
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|
|
| |||||||||||||||||||||
Total investment income from non-controlled/non-affiliated investments | 29,459 | 30,648 | 87,473 | 87,922 | ||||||||||||||||||||
From non-controlled affiliated investments: | ||||||||||||||||||||||||
Payment-in-kind | 1,885 | 54 | 5,287 | 54 | ||||||||||||||||||||
Interest income | 354 | 333 | 1,476 | 333 | ||||||||||||||||||||
Dividend income | 7 | 10 | 20 | 32 | ||||||||||||||||||||
Other income | 7 | 6 | 19 | 6 | ||||||||||||||||||||
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|
|
| |||||||||||||||||||||
Total investment income from non-controlled affiliated investments | 2,253 | 403 | 6,802 | 425 | ||||||||||||||||||||
From controlled affiliated investments: | ||||||||||||||||||||||||
Dividend income | 2,350 | 1,825 | 7,250 | 4,650 | ||||||||||||||||||||
Other income | 350 | 1,074 | 1,096 | 1,618 | ||||||||||||||||||||
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|
|
| |||||||||||||||||||||
Total investment income from controlled affiliated investments | 2,700 | 2,899 | 8,346 | 6,268 | ||||||||||||||||||||
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|
|
| |||||||||||||||||||||
Total investment income | $ | 34,412 | $ | 33,950 | $ | 102,621 | $ | 94,615 |
| $ | 111,543 |
|
| $ | 107,404 |
| ||||||||
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|
| |||||||||||||||||||||
Expenses: |
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|
|
|
|
| ||||||||||||||||||
Interest and other debt expenses | $ | 4,884 | $ | 3,628 | $ | 14,235 | $ | 9,909 |
| $ | 27,614 |
|
| $ | 27,264 |
| ||||||||
Incentive fees |
|
| 10,882 |
|
|
| 22,302 |
| ||||||||||||||||
Management fees | 4,369 | 4,292 | 13,181 | 12,606 |
|
| 8,732 |
|
|
| 8,921 |
| ||||||||||||
Incentive fees | 4,624 | 5,459 | 9,595 | 8,948 | ||||||||||||||||||||
Professional fees | 509 | 637 | 1,443 | 1,818 |
|
| 1,110 |
|
|
| 878 |
| ||||||||||||
Administration, custodian and transfer agent fees | 219 | 213 | 608 | 654 | ||||||||||||||||||||
Directors’ fees | 177 | 263 | 525 | 743 |
|
| 207 |
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|
| 207 |
| ||||||||||||
Other expenses | 302 | 487 | 925 | 1,122 | ||||||||||||||||||||
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|
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| |||||||||||||||||||||
Other general and administrative expenses |
|
| 1,062 |
|
|
| 1,057 |
| ||||||||||||||||
Total expenses | $ | 15,084 | $ | 14,979 | $ | 40,512 | $ | 35,800 |
| $ | 49,607 |
|
| $ | 60,629 |
| ||||||||
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|
|
| |||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) BEFORE TAXES | $ | 19,328 | $ | 18,971 | $ | 62,109 | $ | 58,815 | ||||||||||||||||
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|
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| |||||||||||||||||||||
Excise tax expense | $ | 383 | $ | 294 | $ | 1,116 | $ | 728 | ||||||||||||||||
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|
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| |||||||||||||||||||||
NET INVESTMENT INCOME (LOSS) AFTER TAXES | $ | 18,945 | $ | 18,677 | $ | 60,993 | $ | 58,087 | ||||||||||||||||
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|
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| |||||||||||||||||||||
Fee waivers |
| $ | — |
|
| $ | (1,986 | ) | ||||||||||||||||
Net expenses |
| $ | 49,607 |
|
| $ | 58,643 |
| ||||||||||||||||
Net investment income before taxes |
| $ | 61,936 |
|
| $ | 48,761 |
| ||||||||||||||||
Income tax expense, including excise tax |
| $ | 1,076 |
|
| $ | 775 |
| ||||||||||||||||
Net investment income after taxes |
| $ | 60,860 |
|
| $ | 47,986 |
| ||||||||||||||||
Net realized and unrealized gains (losses) on investment transactions: |
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|
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Net realized gain (loss) from: |
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|
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| ||||||||||||||||||
Non-controlled/non-affiliated investments | $ | 138 | $ | (21,993 | ) | $ | (38,138 | ) | $ | (21,993 | ) |
| $ | (17,646 | ) |
| $ | (36,261 | ) | |||||
Non-controlled affiliated investments | (2,495 | ) | – | (2,495 | ) | – |
|
| 658 |
|
|
| — |
| ||||||||||
Foreign currency and other transactions |
|
| 186 |
|
|
| 200 |
| ||||||||||||||||
Net change in unrealized appreciation (depreciation) from: |
|
|
|
|
|
| ||||||||||||||||||
Non controlled/non-affiliated investments | (341 | ) | 23,891 | 24,874 | (3,824 | ) | ||||||||||||||||||
Non controlled affiliated investments | 1,574 | 1,353 | (7,942 | ) | 864 | |||||||||||||||||||
Controlled affiliated investments | 291 | 735 | (30 | ) | 1,930 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Non-controlled/non-affiliated investments |
|
| (2,095 | ) |
|
| 18,510 |
| ||||||||||||||||
Non-controlled affiliated investments |
|
| (976 | ) |
|
| (295 | ) | ||||||||||||||||
Foreign currency forward contracts |
|
| 145 |
|
|
| (41 | ) | ||||||||||||||||
Foreign currency translations and other transactions |
|
| 1,350 |
|
|
| (1,650 | ) | ||||||||||||||||
Net realized and unrealized gains (losses) | $ | (833 | ) | $ | 3,986 | $ | (23,731 | ) | $ | (23,023 | ) |
| $ | (18,378 | ) |
| $ | (19,537 | ) | |||||
|
|
|
| |||||||||||||||||||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 18,112 | $ | 22,663 | $ | 37,262 | $ | 35,064 | ||||||||||||||||
|
|
|
| |||||||||||||||||||||
Net investment income (loss) per share (basic and diluted) | $ | 0.47 | $ | 0.51 | $ | 1.60 | $ | 1.60 | ||||||||||||||||
Earnings per share (basic and diluted) | $ | 0.45 | $ | 0.62 | $ | 0.98 | $ | 0.97 | ||||||||||||||||
(Provision) benefit for taxes on realized gain/loss on investments |
| $ | 16 |
|
| $ | — |
| ||||||||||||||||
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
| (46 | ) |
|
| (386 | ) | ||||||||||||||||
Net increase (decrease) in net assets from operations |
| $ | 42,452 |
|
| $ | 28,063 |
| ||||||||||||||||
Weighted average shares outstanding | 40,106,702 | 36,320,014 | 38,130,304 | 36,312,852 |
|
| 110,076,876 |
|
|
| 104,591,739 |
| ||||||||||||
Distributions declared per share | $ | 0.45 | $ | 0.45 | $ | 1.35 | $ | 1.35 | ||||||||||||||||
Basic and diluted net investment income per share |
| $ | 0.55 |
|
| $ | 0.46 |
| ||||||||||||||||
Basic and diluted earnings (loss) per share |
| $ | 0.39 |
|
| $ | 0.27 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
5
Goldman Sachs BDC, Inc.
Consolidated Statements ofof Changes in Net Assets
(in thousands, except share and per share amounts)
(Unaudited)
For the nine months ended September 30, 2017 | For the nine months ended September 30, 2016 | |||||||
Increase (decrease) in net assets resulting from operations: | ||||||||
Net investment income | $ | 60,993 | $ | 58,087 | ||||
Net realized gain (loss) on investments | (40,633 | ) | (21,993 | ) | ||||
Net change in unrealized appreciation (depreciation) on investments | 16,902 | (1,030 | ) | |||||
|
|
|
|
|
| |||
Net increase (decrease) in net assets resulting from operations | $ | 37,262 | $ | 35,064 | ||||
|
|
|
|
|
| |||
Distributions to stockholders from: | ||||||||
Net investment income | $ | (52,445 | ) | $ | (49,023 | ) | ||
|
|
|
|
|
| |||
Total distributions to stockholders | $ | (52,445 | ) | $ | (49,023 | ) | ||
|
|
|
|
|
| |||
Capital transactions: | ||||||||
Issuance of common stock (3,737,500 and 0 shares, respectively) | $ | 80,288 | $ | – | ||||
Reinvestment of stockholder distributions (40,743 and 14,492 shares, respectively) | 917 | 279 | ||||||
|
|
|
|
|
| |||
Net increase (decrease) in net assets resulting from capital transactions | $ | 81,205 | $ | 279 | ||||
|
|
|
|
|
| |||
TOTAL INCREASE (DECREASE) IN NET ASSETS | $ | 66,022 | $ | (13,680 | ) | |||
|
|
|
|
|
| |||
Net assets at beginning of period | $ | 665,137 | $ | 688,650 | ||||
|
|
|
|
|
| |||
Net assets at end of period | $ | 731,159 | $ | 674,970 | ||||
|
|
|
|
|
| |||
Accumulated undistributed net investment income | $ | 34,172 | $ | 23,415 | ||||
|
|
|
|
|
|
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Net assets at beginning of period |
| $ | 1,601,825 |
|
| $ | 1,502,394 |
|
Increase (decrease) in net assets from operations: |
|
|
|
|
|
| ||
Net investment income |
| $ | 60,860 |
|
| $ | 47,986 |
|
Net realized gain (loss) |
|
| (16,802 | ) |
|
| (36,061 | ) |
Net change in unrealized appreciation (depreciation) |
|
| (1,576 | ) |
|
| 16,524 |
|
(Provision) benefit for taxes on realized gain/loss on investments |
|
| 16 |
|
|
| — |
|
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments |
|
| (46 | ) |
|
| (386 | ) |
Net increase (decrease) in net assets from operations |
| $ | 42,452 |
|
| $ | 28,063 |
|
Distributions to stockholders from: |
|
|
|
|
|
| ||
Distributable earnings |
| $ | (50,447 | ) |
| $ | (49,258 | ) |
Total distributions to stockholders |
| $ | (50,447 | ) |
| $ | (49,258 | ) |
Capital transactions: |
|
|
|
|
|
| ||
Issuance of common stock (net of offering and underwriting costs) |
| $ | 36,035 |
|
| $ | 97,556 |
|
Reinvestment of stockholder distributions |
|
| 1,741 |
|
|
| 1,690 |
|
Net increase in net assets from capital transactions |
| $ | 37,776 |
|
| $ | 99,246 |
|
Total increase (decrease) in net assets |
| $ | 29,781 |
|
| $ | 78,051 |
|
Net assets at end of period |
| $ | 1,631,606 |
|
| $ | 1,580,445 |
|
Distributions per share |
| $ | 0.45 |
|
| $ | 0.45 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
6
Goldman Sachs BDC, Inc.
Consolidated StatementsStatements of Cash Flows
(in thousands, except share and per share amounts)
(Unaudited)
For the nine months ended September 30, 2017 | For the nine months ended September 30, 2016 |
| For the Three Months Ended |
| ||||||||||||
| March 31, |
|
| March 31, |
| |||||||||||
Cash flows from operating activities: |
|
|
|
|
|
| ||||||||||
Net increase (decrease) in net assets resulting from operations: | $ | 37,262 | $ | 35,064 | ||||||||||||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: | ||||||||||||||||
Net increase in net assets from operations: |
| $ | 42,452 |
|
| $ | 28,063 |
| ||||||||
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities: |
|
|
|
|
|
| ||||||||||
Purchases of investments | (494,609 | ) | (219,901 | ) |
|
| (138,966 | ) |
|
| (43,021 | ) | ||||
Payment-in-kind | (5,177 | ) | (368 | ) | ||||||||||||
Payment-in-kind interest capitalized |
|
| (15,302 | ) |
|
| (8,310 | ) | ||||||||
Investments in affiliated money market fund, net | (2 | ) | 10,114 |
|
| (499 | ) |
|
| — |
| |||||
Proceeds from sales of investments and principal repayments | 472,443 | 139,493 |
|
| 114,611 |
|
|
| 30,455 |
| ||||||
Net realized (gain) loss on investments | 40,633 | 21,993 | ||||||||||||||
Net realized (gain) loss |
|
| 16,988 |
|
|
| 36,261 |
| ||||||||
Net change in unrealized (appreciation) depreciation on investments | (16,902 | ) | 1,030 |
|
| 3,071 |
|
|
| (18,215 | ) | |||||
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions |
|
| (72 | ) |
|
| 30 |
| ||||||||
Amortization of premium and accretion of discount, net | (7,785 | ) | (4,151 | ) |
|
| (6,188 | ) |
|
| (5,856 | ) | ||||
Amortization of deferred financing and debt issuance costs | 1,484 | 908 |
|
| 1,787 |
|
|
| 1,536 |
| ||||||
Amortization of original issue discount on convertible notes | 92 | – | ||||||||||||||
Increase (decrease) in operating assets and liabilities: | ||||||||||||||||
Change in operating assets and liabilities: |
|
|
|
|
|
| ||||||||||
(Increase) decrease in receivable for investments sold | – | 313 |
|
| — |
|
|
| (421 | ) | ||||||
(Increase) decrease in interest and dividends receivable | (201 | ) | 516 |
|
| 320 |
|
|
| 1,984 |
| |||||
(Increase) decrease in other income receivable | 1,116 | (937 | ) | |||||||||||||
(Increase) decrease in other assets | (623 | ) | 162 |
|
| 256 |
|
|
| (601 | ) | |||||
Increase (decrease) in interest and other debt expenses payable | 1,282 | (100 | ) |
|
| (5,760 | ) |
|
| (7,483 | ) | |||||
Increase (decrease) in management fees payable | (37 | ) | 54 |
|
| 24 |
|
|
| (142 | ) | |||||
Increase (decrease) in incentive fees payable | 3,150 | 5,323 |
|
| (2,159 | ) |
|
| 20,316 |
| ||||||
Increase (decrease) in directors’ fees payable | 167 | 226 | ||||||||||||||
Increase (decrease) in accrued expenses and other liabilities | (784 | ) | (1,207 | ) |
|
| (3,525 | ) |
|
| (2,322 | ) | ||||
|
| |||||||||||||||
Net cash provided by (used for) operating activities | $ | 31,509 | $ | (11,468 | ) |
| $ | 7,038 |
|
| $ | 32,274 |
| |||
|
| |||||||||||||||
Cash flows from financing activities: |
|
|
|
|
|
| ||||||||||
Proceeds from issuance of common stock (net of underwriting costs) | $ | 81,571 | $ | – |
| $ | 36,566 |
|
| $ | 98,085 |
| ||||
Offering costs paid | (829 | ) | (40 | ) |
|
| (194 | ) |
|
| (28 | ) | ||||
Distributions paid | (49,828 | ) | (48,737 | ) |
|
| (47,563 | ) |
|
| (44,593 | ) | ||||
Deferred financing and debt issuance costs paid | (21 | ) | (45 | ) |
|
| (7,400 | ) |
|
| (115 | ) | ||||
Borrowings on debt | 405,350 | 195,500 |
|
| 502,582 |
|
|
| 68,937 |
| ||||||
Repayments of debt | (460,350 | ) | (143,250 | ) |
|
| (491,000 | ) |
|
| (147,000 | ) | ||||
|
| |||||||||||||||
Net cash provided by (used for) financing activities | $ | (24,107 | ) | $ | 3,428 |
| $ | (7,009 | ) |
| $ | (24,714 | ) | |||
|
| |||||||||||||||
Net increase (decrease) in cash | 7,402 | (8,040 | ) |
| $ | 29 |
|
| $ | 7,560 |
| |||||
Effect of foreign exchange rate changes on cash and cash equivalents |
|
| (73 | ) |
|
| 11 |
| ||||||||
Cash, beginning of period | 4,565 | 22,710 |
|
| 52,363 |
|
|
| 39,602 |
| ||||||
|
| |||||||||||||||
Cash, end of period | $ | 11,967 | $ | 14,670 |
| $ | 52,319 |
|
| $ | 47,173 |
| ||||
|
| |||||||||||||||
Supplemental and non-cash financing activities | ||||||||||||||||
Supplemental and non-cash activities |
|
|
|
|
|
| ||||||||||
Interest expense paid | $ | 10,601 | $ | 8,803 |
| $ | 30,934 |
|
| $ | 32,729 |
| ||||
Accrued but unpaid excise tax expense | $ | 1,079 | $ | 722 |
| $ | 1,778 |
|
| $ | 1,076 |
| ||||
Accrued but unpaid deferred financing and debt issuance costs | $ | 52 | $ | 8 | ||||||||||||
Accrued but unpaid offering costs | $ | 527 | $ | – | ||||||||||||
Accrued but unpaid distributions | $ | 18,049 | $ | 16,345 |
| $ | 50,447 |
|
| $ | 49,258 |
| ||||
Reinvestment of stockholder distributions | $ | 917 | $ | 279 |
| $ | 1,741 |
|
| $ | 1,690 |
| ||||
Exchange of investments |
| $ | 59,464 |
|
| $ | — |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
7
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of September 30, 2017March 31, 2024
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Debt Investments - 206.87% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Canada - 7.61% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 5.15% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Trader Corporation | Automobiles | 12.04% | C + 6.75% | 12/21/29 | CAD |
| 314 |
| $ | 227 |
| $ | 232 |
| (6) (7) (8) |
Trader Corporation | Automobiles | C + 6.75% | 12/22/28 | CAD |
| 24 |
|
| — |
|
| — |
| (6) (7) (8) (9) | |
Recochem, Inc | Chemicals | 11.15% | C + 5.75% | 11/01/30 | CAD |
| 7,971 |
|
| 5,639 |
|
| 5,825 |
| (6) (7) (8) |
Recochem, Inc | Chemicals | C + 5.75% | 11/01/30 | CAD |
| 1,941 |
|
| (13 | ) |
| (14 | ) | (6) (7) (8) (9) | |
Recochem, Inc | Chemicals | C + 5.75% | 11/01/30 | CAD |
| 1,294 |
|
| (18 | ) |
| (10 | ) | (6) (7) (8) (9) | |
Recochem, Inc | Chemicals | 11.06% | S + 5.75% | 11/01/30 |
|
| 1,762 |
|
| 1,728 |
|
| 1,744 |
| (6) (7) (8) |
ATX Networks Corp. | Communications Equipment | 13.07% | S + 7.50% | 09/01/26 |
|
| 3,593 |
|
| 3,593 |
|
| 3,359 |
| (6) (8) (10) |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | 11.92% | S + 6.50% | 01/30/26 |
|
| 18,948 |
|
| 18,790 |
|
| 18,853 |
| (6) (7) (8) |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | S + 6.50% | 01/30/26 |
|
| 3,445 |
|
| (26 | ) |
| (17 | ) | (6) (7) (8) (9) | |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | 11.92% | S + 6.50% | 01/30/26 |
|
| 7,752 |
|
| 7,678 |
|
| 7,714 |
| (6) (7) (8) |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | S + 6.50% | 01/30/26 |
|
| 1,659 |
|
| — |
|
| (8 | ) | (6) (7) (8) (9) | |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | 11.93% | S + 6.50% | 01/30/26 |
|
| 9,964 |
|
| 9,795 |
|
| 9,914 |
| (6) (7) (8) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 11.20% | S + 5.75% | 11/06/26 |
|
| 9,124 |
|
| 9,056 |
|
| 9,055 |
| (6) (7) (8) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | S + 5.75% | 11/06/26 |
|
| 1,260 |
|
| (6 | ) |
| (9 | ) | (6) (7) (8) (9) | |
Everest Clinical Research Corporation | Professional Services | 11.20% | S + 6.00% | 11/06/26 |
|
| 5,728 |
|
| 5,647 |
|
| 5,685 |
| (6) (7) (8) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services | 11.68% | S + 6.25% | 05/25/27 |
|
| 21,167 |
|
| 20,917 |
|
| 20,955 |
| (6) (7) (8) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services | S + 6.25% | 05/25/27 |
|
| 3,387 |
|
| (37 | ) |
| (34 | ) | (6) (7) (8) (9) | |
iWave Information Systems, Inc. | Software | 11.58% | S + 6.25% | 11/23/28 |
|
| 880 |
|
| 862 |
|
| 858 |
| (6) (7) (8) |
iWave Information Systems, Inc. | Software | S + 6.25% | 11/23/28 |
|
| 438 |
|
| (2 | ) |
| (11 | ) | (6) (7) (8) (9) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 83,830 |
|
| 84,091 |
|
| |
1st Lien/Last-Out Unitranche (11) - 2.36% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Doxim, Inc. | Financial Services | 13.43% | S + 8.00% | 06/01/26 |
| $ | 5,110 |
| $ | 5,047 |
| $ | 5,020 |
| (7) (8) |
Doxim, Inc. | Financial Services | 13.43% | S + 8.00% | 06/01/26 |
|
| 3,829 |
|
| 3,785 |
|
| 3,762 |
| (7) (8) |
Doxim, Inc. | Financial Services | 12.43% | S + 7.00% | 06/01/26 |
|
| 6,580 |
|
| 6,504 |
|
| 6,334 |
| (7) (8) |
Doxim, Inc. | Financial Services | 12.18% | S + 6.75% | 06/01/26 |
|
| 24,438 |
|
| 24,159 |
|
| 23,460 |
| (7) (8) |
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
| 39,495 |
|
| 38,576 |
|
| |
Unsecured Debt - 0.10% |
|
|
|
|
|
|
|
|
|
|
|
| |||
ATX Networks Corp. | Communications Equipment | 10.00% | 10.00% PIK | 09/01/28 |
| $ | 2,238 |
| $ | 2,015 |
| $ | 1,572 |
| (6) (8) (10) |
Total Unsecured Debt |
|
|
|
|
|
|
|
| 2,015 |
|
| 1,572 |
|
| |
Total Canada |
|
|
|
|
|
|
| $ | 125,340 |
| $ | 124,239 |
|
| |
Germany - 0.06% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 0.06% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Kawa Solar Holdings Limited | Construction & Engineering |
| 12/31/24 |
| $ | 3,318 |
| $ | 800 |
| $ | — |
| (6) (8) (10) (12) | |
Kawa Solar Holdings Limited | Construction & Engineering |
| 12/31/24 |
|
| 3,917 |
|
| 3,603 |
|
| 901 |
| (6) (8) (10) (12) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 4,403 |
|
| 901 |
|
| |
Total Germany |
|
|
|
|
|
|
| $ | 4,403 |
| $ | 901 |
|
| |
Singapore - 0.00% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Unsecured Debt - 0.00% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Conergy Asia & ME Pte. LTD. | Construction & Engineering |
| 06/30/24 |
| $ | 1,266 |
| $ | 1,055 |
| $ | — |
| (6) (8) (10) (12) | |
Total Unsecured Debt |
|
|
|
|
|
|
|
| 1,055 |
|
| — |
|
| |
Total Singapore |
|
|
|
|
|
|
| $ | 1,055 |
| $ | — |
|
|
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||||
Investments at Fair Value – 161.21% # * | ||||||||||||||||||||
Corporate Debt (1) – 143.99% | ||||||||||||||||||||
1st Lien/Senior Secured Debt – 48.65% | ||||||||||||||||||||
Artesyn Embedded Technologies, Inc.(2) | Electronic Equipment, Instruments & Components | 9.75% | 10/15/2020 | $ | 20,000 | $ | 20,000 | $ | 20,100 | |||||||||||
Continuum Managed Services LLC(+) (3) | IT Services | L + 8.75% (1.00% Floor) | 06/08/2023 | 21,606 | 21,034 | 21,012 | ||||||||||||||
Continuum Managed Services LLC(3) (4) (5) | IT Services | L + 8.75% (1.00% Floor) | 06/08/2023 | 1,800 | (46 | ) | (49 | ) | ||||||||||||
Continuum Managed Services LLC(3) (4) (5) | IT Services | L + 8.75% (1.00% Floor) | 06/08/2022 | 2,220 | (57 | ) | (61 | ) | ||||||||||||
Dade Paper & Bag, LLC (+) (3) (6) | Distributors | L + 7.50% (1.00% Floor) | 06/10/2024 | 11,072 | 10,858 | 10,851 | ||||||||||||||
Elemica, Inc.(+) (6) | Software | L + 8.00% (1.00% Floor) | 07/07/2021 | 41,969 | 41,120 | 41,234 | ||||||||||||||
Elemica, Inc.(4) (5) (6) | Software | L + 8.00% (1.00% Floor) | 07/07/2021 | 6,000 | (119 | ) | (105 | ) | ||||||||||||
Heligear Acquisition Co.(2) (6) | Aerospace & Defense | 10.25% | 10/15/2019 | 17,500 | 17,352 | 17,762 | ||||||||||||||
Infinity Sales Group(+++) (6) | Media | L + 10.50% (1.00% Floor) | 11/21/2018 | 29,273 | 29,096 | 27,809 | ||||||||||||||
Iracore International Holdings, Inc.^ (+) (6) | Energy Equipment & Services | L + 9.00% (1.00% Floor) | 04/12/2021 | 3,389 | 3,389 | 3,389 | ||||||||||||||
Kawa Solar Holdings Limited^ (+++) (6) (7) (12) | Construction & Engineering | L + 8.00% PIK | 07/02/2018 | 10,483 | 10,372 | 9,671 | ||||||||||||||
Kawa Solar Holdings Limited^ (6) (7) (8) (12) | Construction & Engineering | 07/02/2018 | 3,643 | 1,126 | — | |||||||||||||||
Legacy Buyer Corp.(+++) (6) | Health Care Providers & Services | L + 8.00% (1.00% Floor) | 10/24/2019 | 24,689 | 24,445 | 24,195 | ||||||||||||||
Legacy Buyer Corp.(4) (5) (6) | Health Care Providers & Services | L + 8.00% (1.00% Floor) | 10/24/2019 | 2,500 | (25 | ) | (50 | ) | ||||||||||||
Madison-Kipp Corporation(+) (6) | Machinery | L + 9.00% (1.00% Floor) | 05/26/2020 | 33,540 | 33,135 | 33,372 | ||||||||||||||
Netvoyage Corporation(+) (3) (6) | Software | L + 9.50% (1.00% Floor) | 03/24/2022 | 7,849 | 7,704 | 7,711 | ||||||||||||||
Netvoyage Corporation(3) (4) (5) (6) | Software | L + 9.50% (1.00% Floor) | 03/24/2022 | 654 | (12 | ) | (11 | ) | ||||||||||||
SF Home Décor, LLC(+++) (3) | Household Products | L + 9.50% (1.00% Floor) | 07/13/2022 | 21,133 | 20,518 | 20,499 | ||||||||||||||
The Merit Distribution Group, LLC(+++) (6) | Distributors | L + 11.25% (0.50% Floor) | 04/08/2021 | 24,250 | 23,777 | 24,250 | ||||||||||||||
US Med Acquisition, Inc.(+++) (6) | Health Care Equipment & Supplies | L + 9.00% (1.00% Floor) | 08/13/2021 | 30,341 | 29,905 | 29,431 | ||||||||||||||
Vexos, Inc.(+++) (6) | Electronic Equipment, Instruments & Components | L + 9.50% (1.00% Floor) | 10/09/2019 | 37,797 | 37,426 | 36,474 | ||||||||||||||
Xactly Corporation(+) (3) | Internet Software & Services | L + 7.25% (1.00% Floor) | 07/29/2022 | 19,800 | 19,415 | 19,404 | ||||||||||||||
Xactly Corporation(3) (4) (5) | Internet Software & Services | L + 7.25% (1.00% Floor) | 07/29/2022 | 1,697 | (33 | ) | (34 | ) | ||||||||||||
Yasso, Inc.(++) (3) (6) | Food Products | L + 7.75% (1.00% Floor) | 03/23/2022 | 9,055 | 8,889 | 8,873 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total 1st Lien/Senior Secured Debt | 359,269 | 355,727 | ||||||||||||||||||
1st Lien/Last-Out Unitranche(9) – 37.53% | ||||||||||||||||||||
Associations, Inc.(+++) (6) | Real Estate Management & Development | L + 7.00% (1.00% Floor) | 12/23/2019 | 57,690 | 57,109 | 57,402 | ||||||||||||||
Avenue Stores, LLC(+) (6) | Specialty Retail | L + 8.00% (1.00% Floor) | 09/19/2019 | 30,000 | 29,657 | 30,000 | ||||||||||||||
Bolttech Mannings, Inc.(+++) (6) (10) | Commercial Services & Supplies | L + 7.75% (1.00% Floor) | 12/21/2018 | 40,342 | 40,095 | 17,347 | ||||||||||||||
Intelligent Document Solutions, Inc.(+++) (3) | Diversified Financial Services | L + 8.25% (1.00% Floor) | 08/31/2022 | 11,900 | 11,607 | 11,602 | ||||||||||||||
Mervin Manufacturing, Inc.(+++) (6) | Leisure Equipment & Products | L + 7.50% (1.00% Floor) | 10/10/2019 | 11,165 | 11,055 | 10,327 | ||||||||||||||
myON, LLC(+) (3) (6) | Internet Software & Services | L + 8.50% (1.00% Floor) | 02/17/2022 | 7,100 | 6,972 | 6,976 | ||||||||||||||
NTS Communications, Inc.^ (+++) (6) | Diversified Telecommunication Services | L + 9.00% (1.25% Floor) PIK | 06/06/2019 | 56,928 | 53,950 | 49,243 | ||||||||||||||
Pro-Pet, LLC(+) (6) | Household Products | L + 7.25% (0.75% Floor) | 11/21/2019 | 31,600 | 31,214 | 29,546 | ||||||||||||||
Smarsh, Inc.(+) (3) (6) | Software | L + 7.88% (1.00% Floor) | 03/31/2021 | 17,756 | 17,463 | 17,445 | ||||||||||||||
The Service Companies Inc.(+++) (6) | Professional Services | L + 10.25% (1.00% Floor) | 03/26/2019 | 45,085 | 44,752 | 44,521 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total 1st Lien/Last-Out Unitranche |
| 303,874 | 274,409 | |||||||||||||||||
2nd Lien/Senior Secured Debt – 57.36% | ||||||||||||||||||||
American Dental Partners, Inc.(+++) (3) (6) | Health Care Providers & Services | L + 8.50% (1.00% Floor) | 09/25/2023 | 8,500 | 8,300 | 8,309 | ||||||||||||||
ASC Acquisition Holdings, LLC(+++) (6) | Distributors | L + 13.00% (1.00% Floor) | 12/15/2022 | 30,000 | 29,249 | 30,000 | ||||||||||||||
Country Fresh Holdings, LLC(+++) (3) | Food Products | L + 8.75% (1.00% Floor) | 10/02/2023 | 9,400 | 9,216 | 9,212 | ||||||||||||||
DiscoverOrg, LLC(+) | Software | L + 8.50% (1.00% Floor) | 02/23/2024 | 59,500 | 58,374 | 58,905 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
8
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of September 30, 2017March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
United Kingdom - 2.62% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 2.62% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Clearcourse Partnership Acquireco Finance Limited | IT Services | 13.69% | SN + 8.50% (Incl. 1.00% PIK) | 07/25/28 | GBP |
| 14,253 |
| $ | 16,922 |
| $ | 17,494 |
| (6) (7) (8) |
Clearcourse Partnership Acquireco Finance Limited | IT Services | 13.69% | SN + 8.50% (Incl. 1.00% PIK) | 07/25/28 | GBP |
| 11,993 |
|
| 7,126 |
|
| 7,238 |
| (6) (7) (8) (9) |
Bigchange Group Limited | Software | 11.47% | SN + 6.00% | 12/23/26 | GBP |
| 11,990 |
|
| 15,889 |
|
| 14,831 |
| (6) (7) (8) |
Bigchange Group Limited | Software | 11.19% | SN + 6.00% | 12/23/26 | GBP |
| 2,835 |
|
| 3,370 |
|
| 3,274 |
| (6) (7) (8) (9) |
Bigchange Group Limited | Software | SN + 6.00% | 12/23/26 | GBP |
| 2,400 |
|
| (38 | ) |
| (61 | ) | (6) (7) (8) (9) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 43,269 |
|
| 42,776 |
|
| |
Total United Kingdom |
|
|
|
|
|
|
| $ | 43,269 |
| $ | 42,776 |
|
| |
United States - 196.58% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 186.01% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Frontgrade Technologies Holdings Inc. | Aerospace & Defense | 12.06% | S + 6.75% | 01/09/30 |
| $ | 970 |
| $ | 945 |
| $ | 960 |
| (7) (8) |
Frontgrade Technologies Holdings Inc. | Aerospace & Defense | S + 6.75% | 01/09/28 |
|
| 250 |
|
| (5 | ) |
| (3 | ) | (7) (8) (9) | |
Frontgrade Technologies Holdings Inc. | Aerospace & Defense | 12.06% | S + 6.75% | 01/09/30 |
|
| 741 |
|
| 727 |
|
| 733 |
| (7) (8) |
Thrasio, LLC | Broadline Retail | S + 7.00% | 12/18/26 |
|
| 38,932 |
|
| 38,479 |
|
| 17,033 |
| (7) (8) (13) | |
Thrasio, LLC | Broadline Retail | 13.44% | S + 8.11% | 07/01/24 |
|
| 2,140 |
|
| 2,105 |
|
| 2,140 |
| (7) (8) |
Acuity Specialty Products, Inc. (dba Zep Inc.) | Chemicals | 9.31% | S + 4.00% | 10/02/28 |
|
| 52,917 |
|
| 52,917 |
|
| 50,800 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 10.96% | S + 5.50% | 09/18/25 |
|
| 930 |
|
| 915 |
|
| 911 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 10.98% | S + 5.50% | 09/18/25 |
|
| 6,858 |
|
| 6,672 |
|
| 6,721 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 10.98% | S + 5.50% | 09/18/25 |
|
| 1,345 |
|
| 1,318 |
|
| 1,318 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 10.97% | S + 5.50% | 09/18/25 |
|
| 1,463 |
|
| 1,447 |
|
| 1,433 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 10.98% | S + 5.50% | 09/18/25 |
|
| 548 |
|
| 542 |
|
| 537 |
| (7) (8) |
Formulations Parent Corporation (dba Chase Corp) | Chemicals | S + 5.75% | 11/15/29 |
|
| 835 |
|
| (16 | ) |
| (17 | ) | (7) (8) (9) | |
Formulations Parent Corporation (dba Chase Corp) | Chemicals | 11.06% | S + 5.75% | 11/15/30 |
|
| 5,013 |
|
| 4,916 |
|
| 4,912 |
| (7) (8) |
3SI Security Systems, Inc. | Commercial Services & Supplies | 11.48% | S + 6.00% | 12/16/26 |
|
| 13,080 |
|
| 12,971 |
|
| 12,557 |
| (8) |
3SI Security Systems, Inc. | Commercial Services & Supplies | 11.48% | S + 6.00% | 12/16/26 |
|
| 1,992 |
|
| 1,940 |
|
| 1,913 |
| (8) |
ASM Buyer, Inc. | Commercial Services & Supplies | S + 6.00% | 01/29/28 |
|
| 4,189 |
|
| — |
|
| — |
| (7) (9) | |
ASM Buyer, Inc. | Commercial Services & Supplies | S + 6.00% | 01/29/28 |
|
| 541 |
|
| — |
|
| — |
| (7) (9) | |
ASM Buyer, Inc. | Commercial Services & Supplies | S + 6.00% | 01/29/28 |
|
| 270 |
|
| — |
|
| — |
| (7) (9) | |
Halo Branded Solutions, Inc. | Commercial Services & Supplies | 9.93% | S + 4.50% | 06/30/25 |
|
| 6,207 |
|
| 6,194 |
|
| 4,428 |
| |
Kene Acquisition, Inc. (dba Entrust) | Commercial Services & Supplies | 10.57% | S + 5.25% | 02/07/31 |
|
| 9,522 |
|
| 9,335 |
|
| 9,332 |
| (7) |
Kene Acquisition, Inc. (dba Entrust) | Commercial Services & Supplies | S + 5.25% | 02/07/31 |
|
| 4,213 |
|
| (41 | ) |
| (42 | ) | (7) (9) | |
Kene Acquisition, Inc. (dba Entrust) | Commercial Services & Supplies | S + 5.25% | 02/07/31 |
|
| 1,264 |
|
| (25 | ) |
| (25 | ) | (7) (9) | |
Superior Environmental Solutions | Commercial Services & Supplies | 11.93% | S + 6.50% | 08/01/29 |
|
| 3,980 |
|
| 3,888 |
|
| 3,940 |
| (7) (8) |
Superior Environmental Solutions | Commercial Services & Supplies | S + 6.50% | 08/01/29 |
|
| 600 |
|
| (7 | ) |
| (6 | ) | (7) (8) (9) | |
Superior Environmental Solutions | Commercial Services & Supplies | 11.93% | S + 6.50% | 08/01/29 |
|
| 400 |
|
| 151 |
|
| 156 |
| (7) (8) (9) |
Sweep Purchaser LLC | Commercial Services & Supplies | 11.08% | S + 5.75% | 06/30/27 |
|
| 19,111 |
|
| 18,923 |
|
| 18,920 |
| (7) (8) |
Sweep Purchaser LLC | Commercial Services & Supplies | 11.08% | S + 5.75% | 06/30/27 |
|
| 10,704 |
|
| 10,651 |
|
| 10,650 |
| (7) (8) |
Sweep Purchaser LLC | Commercial Services & Supplies | S + 5.75% | 06/30/27 |
|
| 4,541 |
|
| (40 | ) |
| (23 | ) | (7) (8) (9) | |
UP Acquisition Corp. (dba Unified Power) | Commercial Services & Supplies | 11.31% | S + 6.00% | 10/31/29 |
|
| 12,139 |
|
| 11,880 |
|
| 11,896 |
| (7) (8) |
UP Acquisition Corp. (dba Unified Power) | Commercial Services & Supplies | S + 6.00% | 10/31/29 |
|
| 1,902 |
|
| (40 | ) |
| (38 | ) | (7) (8) (9) | |
USA DeBusk, LLC | Commercial Services & Supplies | S + 5.25% | 03/19/30 |
|
| 1,383 |
|
| — |
|
| — |
| (7) (9) | |
USA DeBusk, LLC | Commercial Services & Supplies | S + 5.25% | 03/19/31 |
|
| 3,689 |
|
| — |
|
| — |
| (7) (9) | |
USA DeBusk, LLC | Commercial Services & Supplies | S + 5.25% | 03/19/31 |
|
| 10,028 |
|
| — |
|
| — |
| (7) (9) | |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 11.07% | S + 5.50% | 06/29/27 |
|
| 32,169 |
|
| 31,877 |
|
| 31,686 |
| (7) (8) |
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||
DuBois Chemicals, Inc.(+) (3) (6) | Chemicals | L + 8.00% (1.00% Floor) | 03/15/2025 | $ | 20,700 | $ | 20,255 | $ | 20,493 | |||||||||
ERC Finance, LLC(+) (3) | Health Care Providers & Services | L + 8.00% (1.00% Floor) | 09/21/2025 | 19,800 | 19,356 | 19,355 | ||||||||||||
Global Tel*Link Corporation(+++) | Diversified Telecommunication Services | L + 7.75% (1.25% Floor) | 11/23/2020 | 28,000 | 27,711 | 27,860 | ||||||||||||
IHS Intermediate Inc.(+++) (6) | Health Care Providers & Services | L + 8.25% (1.00% Floor) | 07/20/2022 | 10,000 | 9,847 | 9,525 | ||||||||||||
Market Track, LLC(+) (3) (6) | Internet Catalog & Retail | L + 7.75% (1.00% Floor) | 06/05/2025 | 22,200 | 21,553 | 21,534 | ||||||||||||
MedPlast Holdings, Inc.(++) (6) | Health Care Equipment & Supplies | L + 8.75% (1.00% Floor) | 06/06/2023 | 46,500 | 45,418 | 45,453 | ||||||||||||
MPI Products LLC(+++) (6) | Auto Components | L + 9.00% (1.00% Floor) | 01/30/2020 | 20,000 | 19,846 | 19,850 | ||||||||||||
National Spine and Pain Centers, LLC(+++) (3) (6) | Health Care Providers & Services | L + 8.25% (1.00% Floor) | 12/02/2024 | 19,100 | 18,545 | 18,527 | ||||||||||||
Oasis Outsourcing Holdings, Inc.(+) (3) | Diversified Financial Services | L + 7.25% (1.00% Floor) | 07/01/2024 | 22,760 | 22,427 | 22,419 | ||||||||||||
P2 Upstream Acquisition Co.(+++) | Software | L + 8.00% (1.00% Floor) | 04/30/2021 | 5,000 | 4,971 | 4,758 | ||||||||||||
PPC Industries Inc.(+++) (3) | Containers & Packaging | L + 8.00% (1.00% Floor) | 05/08/2025 | 8,330 | 8,250 | 8,309 | ||||||||||||
Reddy Ice Corporation(+++) | Food Products | L + 9.50% (1.25% Floor) | 11/01/2019 | 13,500 | 13,240 | 12,656 | ||||||||||||
Securus Technologies Holdings, Inc.(+++++) | Diversified Telecommunication Services | L + 7.75% (1.25% Floor) | 04/30/2021 | 20,000 | 19,874 | 20,017 | ||||||||||||
SMB Shipping Logistics, LLC(++++) (3) (6) | Air Freight & Logistics | L + 8.75% (1.00% Floor) | 02/03/2025 | 25,000 | 24,647 | 24,625 | ||||||||||||
SW Holdings, LLC(+++) (6) | Media | L + 8.75% (1.00% Floor) | 12/30/2021 | 14,265 | 14,057 | 14,051 | ||||||||||||
Zep Inc.(+) (3) | Chemicals | L + 8.25% (1.00% Floor) | 08/11/2025 | 23,800 | 23,208 | 23,502 | ||||||||||||
|
|
|
| |||||||||||||||
Total 2nd Lien/Senior Secured Debt | 418,344 | 419,360 | ||||||||||||||||
Unsecured Debt – 0.45% | ||||||||||||||||||
CB-HDT Holdings, Inc.^ (6) | Aerospace & Defense | 12.00% PIK | 12/15/2019 | 3,300 | 3,300 | 3,300 | ||||||||||||
|
|
|
| |||||||||||||||
Total Unsecured Debt | 3,300 | 3,300 | ||||||||||||||||
|
|
|
| |||||||||||||||
Total Corporate Debt | 1,084,787 | 1,052,796 | ||||||||||||||||
Portfolio Company | Industry | Coupon | Shares | Cost | Fair Value | |||||||||||||
Preferred Stock (1) – 1.70% | ||||||||||||||||||
CB-HDT Holdings, Inc.^ (6) (8) | Aerospace & Defense | 1,108,333 | $ | 10,185 | $ | 11,815 | ||||||||||||
Conergy Asia Holdings, Ltd.^ (7) (8) (13) | Construction & Engineering | 600,000 | 600 | 600 | ||||||||||||||
Kawa Solar Holdings Limited^ (6) (7) (10) (12) | Construction & Engineering | 8.00% PIK | 52,899 | 778 | — | |||||||||||||
NTS Communications, Inc.^ (6) (8) | Diversified Telecommunication Services | 263 | 187 | — | ||||||||||||||
|
|
|
| |||||||||||||||
Total Preferred Stock | 11,750 | 12,415 | ||||||||||||||||
Common Stock (1) – 2.51% | ||||||||||||||||||
CB-HDT Holdings, Inc.^ (6) (8) | Aerospace & Defense | 453,383 | 2,393 | 4,833 | ||||||||||||||
Conergy Asia Holdings, Ltd.^ (6) (7) (8) (13) | Construction & Engineering | 2,000 | 4,700 | 3,474 | ||||||||||||||
Continuum Managed Services LLC - | IT Services | 733 | 733 | 733 | ||||||||||||||
Continuum Managed Services LLC - | IT Services | 496,698 | 7 | 7 | ||||||||||||||
Iracore International Holdings, Inc.^ (6) (8) | Energy Equipment & Services | 28,898 | 7,003 | 6,213 | ||||||||||||||
Kawa Solar Holdings Limited^(6) (7) (8)(12) | Construction & Engineering | 1,399,556 | — | — | ||||||||||||||
myON, LLC(3) (6) (8) | Internet Software & Services | 16,087 | 600 | 600 | ||||||||||||||
National Spine and Pain Centers, LLC(3) (6) (8) | Health Care Providers & Services | 600 | 600 | 600 | ||||||||||||||
NTS Communications, Inc.^ (6) (8) | Diversified Telecommunication Services | 595,215 | 3 | — | ||||||||||||||
Prairie Provident Resources, Inc.^^^ (7) (8) (14) | Oil, Gas & Consumable Fuels | 3,579,988 | 9,237 | 1,131 | ||||||||||||||
Yasso, Inc.(3) (6) (8) | Food Products | 850 | 850 | 771 | ||||||||||||||
|
|
|
| |||||||||||||||
Total Common Stock | 26,126 | 18,362 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
9
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of September 30, 2017March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | S + 5.50% | 06/29/27 |
| $ | 944 |
| $ | (8 | ) | $ | (14 | ) | (7) (8) (9) | |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 11.43% | S + 6.13% | 08/31/27 |
|
| 940 |
|
| 915 |
|
| 940 |
| (7) (8) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | S + 6.13% | 08/31/26 |
|
| 122 |
|
| (1 | ) |
| — |
| (7) (8) (9) | |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 11.43% | S + 6.13% | 08/31/27 |
|
| 31,082 |
|
| 30,669 |
|
| 31,082 |
| (7) (8) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 11.43% | S + 6.13% | 08/31/27 |
|
| 4,007 |
|
| 3,925 |
|
| 4,007 |
| (7) (8) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | S + 6.13% | 08/31/27 |
|
| 952 |
|
| (9 | ) |
| — |
| (7) (8) (9) | |
Blast Bidco Inc. (dba Bazooka Candy Brands) | Consumer Staples Distribution & Retail | 11.30% | S + 6.00% | 10/04/30 |
|
| 4,478 |
|
| 4,371 |
|
| 4,410 |
| (7) (8) |
Blast Bidco Inc. (dba Bazooka Candy Brands) | Consumer Staples Distribution & Retail | S + 6.00% | 10/05/29 |
|
| 522 |
|
| (12 | ) |
| (8 | ) | (7) (8) (9) | |
A Place For Mom, Inc. | Diversified Consumer Services | 9.94% | S + 4.50% | 02/10/26 |
|
| 7,211 |
|
| 7,200 |
|
| 6,346 |
| (8) |
Assembly Intermediate LLC | Diversified Consumer Services | S + 6.00% | 10/19/27 |
|
| 4,399 |
|
| (53 | ) |
| — |
| (7) (8) (9) | |
Assembly Intermediate LLC | Diversified Consumer Services | 11.41% | S + 6.00% | 10/19/27 |
|
| 10,998 |
|
| 7,573 |
|
| 7,698 |
| (7) (8) (9) |
Assembly Intermediate LLC | Diversified Consumer Services | 11.41% | S + 6.00% | 10/19/27 |
|
| 43,991 |
|
| 43,410 |
|
| 43,991 |
| (7) (8) |
CorePower Yoga LLC | Diversified Consumer Services | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 |
|
| 1,687 |
|
| (43 | ) |
| (270 | ) | (7) (8) (9) | |
CorePower Yoga LLC | Diversified Consumer Services | 11.31% | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 |
|
| 27,208 |
|
| 26,371 |
|
| 22,854 |
| (7) (8) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 12.18% | S + 6.75% | 11/01/28 |
|
| 902 |
|
| 880 |
|
| 898 |
| (7) (8) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 12.18% | S + 6.75% | 11/01/28 |
|
| 86 |
|
| 7 |
|
| 8 |
| (7) (8) (9) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | S + 6.00% | 12/15/26 |
|
| 2,363 |
|
| (22 | ) |
| (53 | ) | (7) (8) (9) | |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 11.33% | S + 6.00% | 12/15/26 |
|
| 7,725 |
|
| 7,638 |
|
| 7,551 |
| (7) (8) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 11.31% | S + 6.00% | 12/15/26 |
|
| 18,745 |
|
| 18,573 |
|
| 18,324 |
| (7) (8) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 11.31% | S + 6.00% | 12/15/26 |
|
| 14,661 |
|
| 14,577 |
|
| 14,331 |
| (7) (8) |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services | 11.44% | S + 6.00% | 07/06/27 |
|
| 10,611 |
|
| 10,461 |
|
| 10,531 |
| (7) (8) (10) |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services | 11.44% | S + 6.00% | 07/06/27 |
|
| 7,400 |
|
| 3,802 |
|
| 3,829 |
| (7) (8) (9) (10) |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services | 11.44% | S + 6.00% | 07/06/27 |
|
| 1,900 |
|
| 165 |
|
| 176 |
| (7) (8) (9) (10) |
Spotless Brands, LLC | Diversified Consumer Services | 12.23% | S + 6.75% | 07/25/28 |
|
| 214 |
|
| 209 |
|
| 212 |
| (7) (8) |
Spotless Brands, LLC | Diversified Consumer Services | 12.21% | S + 6.75% | 07/25/28 |
|
| 33 |
|
| 32 |
|
| 33 |
| (7) (8) |
VASA Fitness Buyer, Inc. | Diversified Consumer Services | 13.68% | S + 7.88% (Incl. 0.38% PIK) | 08/14/28 |
|
| 4,155 |
|
| 4,024 |
|
| 4,114 |
| (7) (8) |
VASA Fitness Buyer, Inc. | Diversified Consumer Services | 13.69% | S + 7.88% (Incl. 0.38% PIK) | 08/14/28 |
|
| 714 |
|
| 106 |
|
| 112 |
| (7) (8) (9) |
VASA Fitness Buyer, Inc. | Diversified Consumer Services | S + 7.88% (Incl. 0.38% PIK) | 08/14/28 |
|
| 119 |
|
| (4 | ) |
| (1 | ) | (7) (8) (9) | |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.21% | S + 5.75% | 12/21/27 |
|
| 17,125 |
|
| 16,891 |
|
| 16,954 |
| (7) (8) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.23% | S + 5.75% | 12/21/27 |
|
| 2,340 |
|
| 2,135 |
|
| 2,141 |
| (7) (8) (9) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.21% | S + 5.75% | 12/21/27 |
|
| 5,749 |
|
| 5,667 |
|
| 5,691 |
| (7) (8) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.21% | S + 5.75% | 12/21/27 |
|
| 5,712 |
|
| 5,634 |
|
| 5,655 |
| (7) (8) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.47% | S + 6.00% | 12/21/27 |
|
| 2,684 |
|
| 2,284 |
|
| 2,317 |
| (7) (8) (9) |
Iracore International Holdings, Inc. | Energy Equipment & Services | 14.46% | S + 9.00% | 04/12/26 |
|
| 2,361 |
|
| 2,361 |
|
| 2,337 |
| (8) (10) |
Checkmate Finance Merger Sub, LLC | Entertainment | 11.90% | S + 6.50% | 12/31/27 |
|
| 30,787 |
|
| 30,361 |
|
| 30,325 |
| (7) (8) |
Checkmate Finance Merger Sub, LLC | Entertainment | S + 6.50% | 12/31/27 |
|
| 3,140 |
|
| (40 | ) |
| (47 | ) | (7) (8) (9) | |
Picture Head Midco LLC | Entertainment | 12.82% | S + 7.25% (Incl. 0.50% PIK) | 12/31/24 |
|
| 44,856 |
|
| 44,578 |
|
| 43,062 |
| (7) (8) (14) |
Admiral Buyer, Inc. (dba Fidelity Payment Services) | Financial Services | S + 5.50% | 05/08/28 |
|
| 2,805 |
|
| (21 | ) |
| (21 | ) | (7) (9) | |
Admiral Buyer, Inc. (dba Fidelity Payment Services) | Financial Services | 10.81% | S + 5.50% | 05/08/28 |
|
| 21,441 |
|
| 21,278 |
|
| 21,280 |
| (7) |
Admiral Buyer, Inc. (dba Fidelity Payment Services) | Financial Services | S + 5.50% | 05/08/28 |
|
| 935 |
|
| (7 | ) |
| (7 | ) | (7) (9) | |
Aria Systems, Inc. | Financial Services | 13.44% | S + 8.00% | 06/30/26 |
|
| 26,828 |
|
| 26,585 |
|
| 26,292 |
| (7) (8) |
BSI3 Menu Buyer, Inc (dba Kydia) | Financial Services | 11.44% | S + 6.00% | 01/25/28 |
|
| 962 |
|
| 950 |
|
| 895 |
| (7) (8) |
BSI3 Menu Buyer, Inc (dba Kydia) | Financial Services | 11.44% | S + 6.00% | 01/25/28 |
|
| 38 |
|
| 25 |
|
| 23 |
| (7) (8) (9) |
Computer Services, Inc. | Financial Services | 10.59% | S + 5.25% | 11/15/29 |
|
| 990 |
|
| 945 |
|
| 980 |
| (7) (8) |
Computer Services, Inc. | Financial Services | S + 5.25% | 11/15/29 |
|
| 14,830 |
|
| (72 | ) |
| (148 | ) | (7) (8) (9) | |
Computer Services, Inc. | Financial Services | 10.59% | S + 5.25% | 11/15/29 |
|
| 10,227 |
|
| 10,127 |
|
| 10,125 |
| (7) (8) |
Coretrust Purchasing Group LLC | Financial Services | 11.83% | S + 6.50% | 10/01/29 |
|
| 765 |
|
| 745 |
|
| 765 |
| (7) (8) |
Coretrust Purchasing Group LLC | Financial Services | S + 6.50% | 10/01/29 |
|
| 113 |
|
| (3 | ) |
| — |
| (7) (8) (9) |
Portfolio Company | LLC Interest | Cost | Fair Value | |||||||||||||||
Investment Funds & Vehicles (1) – 13.01% | ||||||||||||||||||
Senior Credit Fund, LLC^^ (7) | $ | 94,342 | $ | 94,342 | $ | 95,114 | ||||||||||||
|
|
|
| |||||||||||||||
Total Investment Funds & Vehicles | 94,342 | 95,114 | ||||||||||||||||
Yield | Shares | Cost | Fair Value | |||||||||||||||
Investments in Affiliated Money Market Fund(1)– 0.00% #* | ||||||||||||||||||
Goldman Sachs Financial Square Government Fund - Institutional Shares | 0.91%(11) | 3,420 | 3 | 3 | ||||||||||||||
|
|
|
| |||||||||||||||
Total Investments in Affiliated Money Market Fund | 3 | 3 | ||||||||||||||||
|
|
|
| |||||||||||||||
TOTAL INVESTMENTS – 161.21% | $ | 1,217,008 | $ | 1,178,690 | ||||||||||||||
|
|
|
| |||||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS – (61.21%) | $ | (447,531 | ) | |||||||||||||||
|
| |||||||||||||||||
NET ASSETS – 100.00% | $ | 731,159 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L – LIBOR
PIK – Payment-In-Kind
The accompanying notes are an integral part of these unaudited consolidated financial statements.
11
10
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Coretrust Purchasing Group LLC | Financial Services | S + 6.50% | 10/01/29 |
| $ | 113 |
| $ | (1 | ) | $ | — |
| (7) (8) (9) | |
Fullsteam Operations LLC | Financial Services | S + 8.25% | 11/27/29 |
|
| 1,952 |
|
| (56 | ) |
| (20 | ) | (7) (8) (9) | |
Fullsteam Operations LLC | Financial Services | 13.73% | S + 8.25% | 11/27/29 |
|
| 34,889 |
|
| 33,725 |
|
| 34,540 |
| (7) (8) |
Fullsteam Operations LLC | Financial Services | 13.73% | S + 8.25% | 11/27/29 |
|
| 10,979 |
|
| 6,625 |
|
| 6,781 |
| (7) (8) (9) |
Fullsteam Operations LLC | Financial Services | 13.73% | S + 8.25% | 11/27/29 |
|
| 4,880 |
|
| 1,260 |
|
| 1,300 |
| (7) (8) (9) |
Fullsteam Operations LLC | Financial Services | S + 7.00% | 11/27/29 |
|
| 25,712 |
|
| (189 | ) |
| (257 | ) | (7) (8) (9) | |
Fullsteam Operations LLC | Financial Services | S + 7.00% | 11/27/29 |
|
| 6,428 |
|
| (47 | ) |
| (64 | ) | (7) (8) (9) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Financial Services | S + 5.00% | 05/25/28 |
|
| 5,600 |
|
| (14 | ) |
| (42 | ) | (7) (9) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Financial Services | S + 5.00% | 05/25/28 |
|
| 2,382 |
|
| (16 | ) |
| (18 | ) | (7) (9) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Financial Services | 10.30% | S + 5.00% | 05/25/28 |
|
| 24,251 |
|
| 24,028 |
|
| 24,069 |
| (7) |
MerchantWise Solutions, LLC (dba HungerRush) | Financial Services | 11.31% | S + 6.00% | 06/01/28 |
|
| 21,365 |
|
| 21,043 |
|
| 20,083 |
| (7) (8) |
MerchantWise Solutions, LLC (dba HungerRush) | Financial Services | 11.31% | S + 6.00% | 06/01/28 |
|
| 5,384 |
|
| 4,593 |
|
| 4,350 |
| (7) (8) (9) |
MerchantWise Solutions, LLC (dba HungerRush) | Financial Services | 11.31% | S + 6.00% | 06/01/28 |
|
| 2,718 |
|
| 2,680 |
|
| 2,555 |
| (7) (8) |
Project Accelerate Parent, LLC (dba ABC Fitness) | Financial Services | S + 5.25% | 02/24/31 |
|
| 1,875 |
|
| (18 | ) |
| (19 | ) | (7) (9) | |
Project Accelerate Parent, LLC (dba ABC Fitness) | Financial Services | 10.58% | S + 5.25% | 02/24/31 |
|
| 13,125 |
|
| 12,995 |
|
| 12,994 |
| (7) |
StarCompliance Intermediate, LLC | Financial Services | 11.65% | S + 6.25% | 01/12/27 |
|
| 15,600 |
|
| 15,434 |
|
| 15,444 |
| (7) (8) |
StarCompliance Intermediate, LLC | Financial Services | 11.65% | S + 6.25% | 01/12/27 |
|
| 2,500 |
|
| 1,701 |
|
| 1,700 |
| (7) (8) (9) |
StarCompliance Intermediate, LLC | Financial Services | 11.65% | S + 6.25% | 01/12/27 |
|
| 2,514 |
|
| 2,484 |
|
| 2,489 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.93% | S + 5.50% | 12/06/25 |
|
| 2,269 |
|
| 2,227 |
|
| 2,195 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.93% | S + 5.50% | 12/06/25 |
|
| 10,236 |
|
| 10,041 |
|
| 9,903 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.93% | S + 5.50% | 12/06/25 |
|
| 4,412 |
|
| 4,368 |
|
| 4,269 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.93% | S + 5.50% | 12/06/25 |
|
| 4,816 |
|
| 4,782 |
|
| 4,660 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 11.48% | S + 6.00% | 12/06/25 |
|
| 5,611 |
|
| 5,548 |
|
| 5,471 |
| (7) (8) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 10.73% | S + 5.50% | 06/21/25 |
|
| 4,094 |
|
| 997 |
|
| 962 |
| (7) (8) (9) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 10.95% | S + 5.50% | 06/21/25 |
|
| 21,421 |
|
| 21,057 |
|
| 21,099 |
| (7) (8) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 10.95% | S + 5.50% | 06/21/25 |
|
| 1,623 |
|
| 1,616 |
|
| 1,598 |
| (7) (8) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 10.82% | S + 5.50% | 06/21/25 |
|
| 5,146 |
|
| 5,074 |
|
| 5,068 |
| (7) (8) |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 11.58% | S + 6.25% | 07/02/25 |
|
| 30,739 |
|
| 30,093 |
|
| 30,739 |
| (7) |
Zeus Company, Inc. | Health Care Equipment & Supplies | S + 5.50% | 02/28/30 |
|
| 3,426 |
|
| (51 | ) |
| (51 | ) | (7) (9) | |
Zeus Company, Inc. | Health Care Equipment & Supplies | S + 5.50% | 02/28/31 |
|
| 4,568 |
|
| (34 | ) |
| (34 | ) | (7) (9) | |
Zeus Company, Inc. | Health Care Equipment & Supplies | 10.81% | S + 5.50% | 02/28/31 |
|
| 24,551 |
|
| 24,186 |
|
| 24,182 |
| (7) |
Argos Health Holdings, Inc | Health Care Providers & Services | 11.07% | S + 5.75% | 12/03/27 |
|
| 21,505 |
|
| 21,216 |
|
| 20,752 |
| (7) (8) |
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | 12.70% | S + 7.25%PIK | 05/31/26 |
|
| 2,932 |
|
| 2,877 |
|
| 2,866 |
| (8) |
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | S + 7.25%PIK | 05/31/26 |
|
| 1,037 |
|
| 775 |
|
| 864 |
| (8) (13) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
12
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | S + 7.00% | 05/31/26 |
| $ | 415 |
| $ | — |
| $ | — |
| (8) (9) | |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 12.47% | S + 6.50% | 10/01/26 |
|
| 788 |
|
| 770 |
|
| 772 |
| (7) (8) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | S + 6.50% | 10/01/25 |
|
| 180 |
|
| (1 | ) |
| (4 | ) | (7) (8) (9) | |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 12.07% | S + 6.50% | 10/01/26 |
|
| 17,610 |
|
| 17,416 |
|
| 17,258 |
| (7) (8) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 14.56% | S + 9.00% (Incl. 2.75% PIK) | 07/01/24 |
|
| 3,350 |
|
| 3,332 |
|
| 3,049 |
| (7) (8) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 14.56% | S + 9.00% (Incl. 2.75% PIK) | 07/01/24 |
|
| 19,305 |
|
| 19,223 |
|
| 17,568 |
| (7) (8) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 14.56% | S + 9.00% (Incl. 2.75% PIK) | 07/01/24 |
|
| 1,979 |
|
| 1,974 |
|
| 1,801 |
| (7) (8) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 10.83% | S + 5.50% | 05/11/28 |
|
| 14,644 |
|
| 14,413 |
|
| 14,497 |
| (7) (8) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 10.83% | S + 5.50% | 05/11/28 |
|
| 4,445 |
|
| 4,371 |
|
| 4,401 |
| (7) (8) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 10.83% | S + 5.50% | 05/11/28 |
|
| 2,120 |
|
| 715 |
|
| 721 |
| (7) (8) (9) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | S + 5.50% | 05/11/28 |
|
| 11,162 |
|
| (124 | ) |
| (112 | ) | (7) (8) (9) | |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 11.08% | S + 5.75% | 05/11/28 |
|
| 3,087 |
|
| 3,016 |
|
| 3,056 |
| (7) (8) |
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) | Health Care Providers & Services | 8.58% | S + 3.25% | 03/31/25 |
|
| 3,350 |
|
| 3,350 |
|
| 3,350 |
| (8) |
CORA Health Holdings Corp | Health Care Providers & Services | 11.39% | S + 5.75% | 06/15/27 |
|
| 376 |
|
| 373 |
|
| 316 |
| (7) (8) |
CORA Health Holdings Corp | Health Care Providers & Services | 11.39% | S + 5.75% | 06/15/27 |
|
| 22,462 |
|
| 22,263 |
|
| 18,868 |
| (7) (8) |
DECA Dental Holdings LLC | Health Care Providers & Services | 11.16% | S + 5.75% | 08/28/28 |
|
| 2,224 |
|
| 2,194 |
|
| 2,157 |
| (7) (8) |
DECA Dental Holdings LLC | Health Care Providers & Services | 11.16% | S + 5.75% | 08/26/27 |
|
| 1,711 |
|
| 1,690 |
|
| 1,659 |
| (7) (8) |
DECA Dental Holdings LLC | Health Care Providers & Services | 11.16% | S + 5.75% | 08/28/28 |
|
| 21,128 |
|
| 20,833 |
|
| 20,494 |
| (7) (8) |
Highfive Dental Holdco, LLC | Health Care Providers & Services | 12.18% | S + 6.75% | 06/13/28 |
|
| 2,791 |
|
| 2,718 |
|
| 2,722 |
| (7) (8) |
Highfive Dental Holdco, LLC | Health Care Providers & Services | S + 6.75% | 06/13/28 |
|
| 1,875 |
|
| (48 | ) |
| (47 | ) | (7) (8) (9) | |
Highfive Dental Holdco, LLC | Health Care Providers & Services | S + 6.75% | 06/13/28 |
|
| 313 |
|
| (8 | ) |
| (8 | ) | (7) (8) (9) | |
Honor HN Buyer, Inc | Health Care Providers & Services | 11.21% | S + 5.75% | 10/15/27 |
|
| 15,055 |
|
| 14,845 |
|
| 15,018 |
| (7) (8) |
Honor HN Buyer, Inc | Health Care Providers & Services | 11.21% | S + 5.75% | 10/15/27 |
|
| 23,809 |
|
| 23,497 |
|
| 23,749 |
| (7) (8) |
Honor HN Buyer, Inc | Health Care Providers & Services | 13.25% | P + 4.75% | 10/15/27 |
|
| 2,802 |
|
| 317 |
|
| 343 |
| (7) (8) (9) |
Honor HN Buyer, Inc | Health Care Providers & Services | 11.46% | S + 6.00% | 10/15/27 |
|
| 9,949 |
|
| 5,804 |
|
| 5,901 |
| (7) (8) (9) |
LCG Vardiman Black, LLC (dba Specialty Dental Brands) | Health Care Providers & Services | 12.43% | S + 7.00% | 03/18/27 |
|
| 89 |
|
| — |
|
| 6 |
| (7) (8) (9) (10) (14) |
LCG Vardiman Black, LLC (dba Specialty Dental Brands) | Health Care Providers & Services | 12.43% | S + 7.00% | 03/18/27 |
|
| 723 |
|
| 708 |
|
| 708 |
| (7) (8) (10) |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | 13.50% | P + 4.50% | 12/15/27 |
|
| 2,217 |
|
| 379 |
|
| 384 |
| (7) (8) (9) |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | 10.95% | S + 5.50% | 12/15/27 |
|
| 10,115 |
|
| 9,978 |
|
| 10,014 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
13
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
One GI LLC | Health Care Providers & Services | 12.18% | S + 6.75% | 12/22/25 |
| $ | 9,191 |
| $ | 9,118 |
| $ | 8,640 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | 12.18% | S + 6.75% | 12/22/25 |
|
| 22,356 |
|
| 22,176 |
|
| 21,014 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | 12.17% | S + 6.75% | 12/22/25 |
|
| 3,610 |
|
| 3,582 |
|
| 3,393 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | 12.18% | S + 6.75% | 12/22/25 |
|
| 6,548 |
|
| 6,479 |
|
| 6,156 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | 12.18% | S + 6.75% | 12/22/25 |
|
| 11,934 |
|
| 11,820 |
|
| 11,218 |
| (7) (8) |
Premier Care Dental Management, LLC | Health Care Providers & Services | S + 5.50% | 08/05/27 |
|
| 3,052 |
|
| (35 | ) |
| (153 | ) | (7) (8) (9) | |
Premier Care Dental Management, LLC | Health Care Providers & Services | 10.83% | S + 5.50% | 08/05/28 |
|
| 9,983 |
|
| 9,834 |
|
| 9,484 |
| (7) (8) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 10.83% | S + 5.50% | 08/05/28 |
|
| 18,400 |
|
| 18,146 |
|
| 17,480 |
| (7) (8) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.56% | S + 6.00% | 01/02/25 |
|
| 27,248 |
|
| 26,883 |
|
| 24,796 |
| (7) (8) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.56% | S + 6.00% | 01/02/25 |
|
| 7,529 |
|
| 7,499 |
|
| 6,852 |
| (7) (8) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.56% | S + 6.00% | 01/02/25 |
|
| 6,016 |
|
| 5,992 |
|
| 5,475 |
| (7) (8) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.56% | S + 6.00% | 01/02/25 |
|
| 1,631 |
|
| 1,625 |
|
| 1,484 |
| (7) (8) |
Purfoods, LLC | Health Care Providers & Services | 11.71% | S + 6.25% | 08/12/26 |
|
| 579 |
|
| 566 |
|
| 576 |
| (7) (8) |
Purfoods, LLC | Health Care Providers & Services | 11.72% | S + 6.25% | 08/12/26 |
|
| 391 |
|
| 387 |
|
| 389 |
| (7) (8) |
SpendMend, LLC | Health Care Providers & Services | 10.95% | S + 5.50% | 03/01/28 |
|
| 626 |
|
| 618 |
|
| 620 |
| (7) (8) |
SpendMend, LLC | Health Care Providers & Services | 10.97% | S + 5.50% | 03/01/28 |
|
| 83 |
|
| 32 |
|
| 32 |
| (7) (8) (9) |
SpendMend, LLC | Health Care Providers & Services | 10.96% | S + 5.50% | 03/01/28 |
|
| 276 |
|
| 125 |
|
| 124 |
| (7) (8) (9) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.71% | S + 6.25% | 08/15/25 |
|
| 25,721 |
|
| 25,195 |
|
| 25,207 |
| (7) (8) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.72% | S + 6.25% | 08/15/25 |
|
| 4,565 |
|
| 1,551 |
|
| 1,506 |
| (7) (8) (9) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.71% | S + 6.25% | 08/15/25 |
|
| 7,798 |
|
| 7,730 |
|
| 7,642 |
| (7) (8) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.74% | S + 6.25% | 08/15/25 |
|
| 2,109 |
|
| 2,088 |
|
| 2,067 |
| (7) (8) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.71% | S + 6.25% | 08/15/25 |
|
| 4,630 |
|
| 4,593 |
|
| 4,537 |
| (7) (8) |
Total Vision LLC | Health Care Providers & Services | 11.56% | S + 6.00% | 07/15/26 |
|
| 4,943 |
|
| 4,892 |
|
| 4,820 |
| (7) (8) |
Total Vision LLC | Health Care Providers & Services | S + 6.00% | 07/15/26 |
|
| 1,270 |
|
| (12 | ) |
| (32 | ) | (7) (8) (9) | |
Total Vision LLC | Health Care Providers & Services | 11.57% | S + 6.00% | 07/15/26 |
|
| 2,460 |
|
| 2,435 |
|
| 2,399 |
| (7) (8) |
Total Vision LLC | Health Care Providers & Services | 11.59% | S + 6.00% | 07/15/26 |
|
| 10,331 |
|
| 9,575 |
|
| 9,449 |
| (7) (8) (9) |
Total Vision LLC | Health Care Providers & Services | 11.59% | S + 6.00% | 07/15/26 |
|
| 16,801 |
|
| 16,602 |
|
| 16,381 |
| (7) (8) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 10.95% | S + 5.50% | 12/21/26 |
|
| 7,431 |
|
| 7,349 |
|
| 7,208 |
| (7) (8) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 10.95% | S + 5.50% | 12/21/26 |
|
| 3,023 |
|
| 2,032 |
|
| 1,971 |
| (7) (8) (9) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 10.95% | S + 5.50% | 12/21/26 |
|
| 21,377 |
|
| 21,157 |
|
| 20,736 |
| (7) (8) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 10.95% | S + 5.50% | 12/21/26 |
|
| 9,586 |
|
| 9,487 |
|
| 9,299 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
14
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Businessolver.com, Inc. | Health Care Technology | 10.91% | S + 5.50% | 12/01/27 |
| $ | 18,296 |
| $ | 18,173 |
| $ | 18,113 |
| (7) (8) |
Businessolver.com, Inc. | Health Care Technology | 10.91% | S + 5.50% | 12/01/27 |
|
| 2,722 |
|
| 644 |
|
| 626 |
| (7) (8) (9) |
ESO Solutions, Inc | Health Care Technology | 12.35% | S + 7.00% | 05/03/27 |
|
| 39,908 |
|
| 39,437 |
|
| 39,508 |
| (7) (8) |
ESO Solutions, Inc | Health Care Technology | 12.35% | S + 7.00% | 05/03/27 |
|
| 3,620 |
|
| 2,133 |
|
| 2,136 |
| (7) (8) (9) |
Experity, Inc. | Health Care Technology | S + 5.75% | 02/24/28 |
|
| 81 |
|
| — |
|
| (2 | ) | (7) (8) (9) | |
Experity, Inc. | Health Care Technology | 11.15% | S + 5.75% | 02/24/28 |
|
| 901 |
|
| 898 |
|
| 874 |
| (7) (8) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 1,880 |
|
| (16 | ) |
| (56 | ) | (7) (8) (9) | |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 13.71% | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 15,358 |
|
| 15,223 |
|
| 14,897 |
| (7) (8) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 13.71% | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 2,695 |
|
| 2,679 |
|
| 2,614 |
| (7) (8) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 13.71% | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 1,004 |
|
| 997 |
|
| 974 |
| (7) (8) |
HealthEdge Software, Inc. | Health Care Technology | S + 5.75% | 04/09/26 |
|
| 3,800 |
|
| (36 | ) |
| (29 | ) | (7) (8) (9) | |
HealthEdge Software, Inc. | Health Care Technology | 11.18% | S + 5.75% | 04/09/26 |
|
| 3,414 |
|
| 3,414 |
|
| 3,388 |
| (7) (8) |
HealthEdge Software, Inc. | Health Care Technology | 11.18% | S + 5.75% | 04/09/26 |
|
| 36,636 |
|
| 36,268 |
|
| 36,361 |
| (7) (8) |
Intelligent Medical Objects, Inc. | Health Care Technology | 11.36% | S + 6.00% | 05/11/29 |
|
| 12,337 |
|
| 12,141 |
|
| 11,967 |
| (7) (8) |
Intelligent Medical Objects, Inc. | Health Care Technology | 11.38% | S + 6.00% | 05/11/29 |
|
| 2,975 |
|
| 1,201 |
|
| 1,146 |
| (7) (8) (9) |
Intelligent Medical Objects, Inc. | Health Care Technology | 11.31% | S + 6.00% | 05/11/28 |
|
| 1,490 |
|
| 218 |
|
| 194 |
| (7) (8) (9) |
MedeAnalytics, Inc. | Health Care Technology | 3.00% PIK | 10/23/28 |
|
| 218 |
|
| 142 |
|
| 148 |
| (7) (8) (10) (13) | |
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 12.93% | S + 7.50% | 07/18/28 |
|
| 24,090 |
|
| 23,713 |
|
| 24,030 |
| (7) (8) |
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 13.10% | S + 7.50% | 07/18/28 |
|
| 1,815 |
|
| 518 |
|
| 540 |
| (7) (8) (9) |
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 12.94% | S + 7.50% | 07/18/28 |
|
| 8,063 |
|
| 6,499 |
|
| 6,479 |
| (7) (8) (9) |
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 12.93% | S + 7.50% | 07/18/28 |
|
| 2,255 |
|
| 2,237 |
|
| 2,249 |
| (7) (8) |
PlanSource Holdings, Inc. | Health Care Technology | S + 6.25% | 06/30/25 |
|
| 7,824 |
|
| (57 | ) |
| (98 | ) | (7) (8) (9) | |
PlanSource Holdings, Inc. | Health Care Technology | 11.62% | S + 6.25% | 06/30/25 |
|
| 56,720 |
|
| 55,804 |
|
| 56,011 |
| (7) (8) |
PlanSource Holdings, Inc. | Health Care Technology | 11.66% | S + 6.25% | 06/30/25 |
|
| 905 |
|
| 900 |
|
| 893 |
| (7) (8) |
PlanSource Holdings, Inc. | Health Care Technology | 11.66% | S + 6.25% | 06/30/25 |
|
| 905 |
|
| 900 |
|
| 893 |
| (7) (8) |
WebPT, Inc. | Health Care Technology | 12.17% | S + 6.75% | 01/18/28 |
|
| 2,617 |
|
| 1,327 |
|
| 1,320 |
| (7) (8) (9) |
WebPT, Inc. | Health Care Technology | 12.19% | S + 6.75% | 01/18/28 |
|
| 25,126 |
|
| 23,914 |
|
| 24,623 |
| (7) (8) |
WebPT, Inc. | Health Care Technology | 12.18% | S + 6.75% | 01/18/28 |
|
| 5,534 |
|
| 5,475 |
|
| 5,423 |
| (7) (8) |
WebPT, Inc. | Health Care Technology | 12.12% | S + 6.75% | 01/18/28 |
|
| 2,617 |
|
| 2,182 |
|
| 2,156 |
| (7) (8) (9) |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | S + 8.00% | 12/21/26 |
|
| 50,230 |
|
| 49,269 |
|
| 30,515 |
| (7) (8) (13) | |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | S + 8.00% | 12/22/25 |
|
| 7,500 |
|
| 7,332 |
|
| 4,556 |
| (7) (8) (13) | |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 11.18% | S + 5.75% | 07/09/25 |
|
| 56,073 |
|
| 54,709 |
|
| 55,792 |
| (7) (8) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 11.18% | S + 5.75% | 07/09/25 |
|
| 4,688 |
|
| 3,088 |
|
| 3,129 |
| (7) (8) (9) |
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) | Household Products | 14.19% | S + 8.75% | 09/21/26 |
|
| 38,385 |
|
| 37,682 |
|
| 33,203 |
| (7) (8) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | S + 6.50% | 08/11/27 |
|
| 3,685 |
|
| (45 | ) |
| (74 | ) | (7) (8) (9) | |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 11.81% | S + 6.50% | 08/11/27 |
|
| 35,122 |
|
| 34,664 |
|
| 34,420 |
| (7) (8) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 11.81% | S + 6.50% | 08/11/27 |
|
| 6,700 |
|
| 6,700 |
|
| 6,566 |
| (7) (8) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 11.81% | S + 6.50% | 08/11/27 |
|
| 4,269 |
|
| 2,517 |
|
| 2,432 |
| (7) (8) (9) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | S + 6.25% | 04/15/27 |
|
| 427 |
|
| (6 | ) |
| (1 | ) | (7) (8) (9) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
15
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.70% | S + 6.25% | 04/15/27 |
| $ | 531 |
| $ | 526 |
| $ | 530 |
| (7) (8) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.70% | S + 6.25% | 04/15/27 |
|
| 554 |
|
| 549 |
|
| 552 |
| (7) (8) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.70% | S + 6.25% | 04/15/27 |
|
| 2,116 |
|
| 2,096 |
|
| 2,110 |
| (7) (8) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.70% | S + 6.25% | 04/15/27 |
|
| 5,416 |
|
| 5,366 |
|
| 5,403 |
| (7) (8) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.63% | S + 6.25% | 04/15/27 |
|
| 2,956 |
|
| 488 |
|
| 508 |
| (7) (8) (9) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.70% | S + 6.25% | 04/15/27 |
|
| 2,941 |
|
| 2,914 |
|
| 2,934 |
| (7) (8) |
Sunstar Insurance Group, LLC | Insurance | 11.45% | S + 6.00% | 10/09/26 |
|
| 3,983 |
|
| 3,951 |
|
| 3,944 |
| (7) (8) |
Sunstar Insurance Group, LLC | Insurance | 11.43% | S + 6.00% | 10/09/26 |
|
| 374 |
|
| 145 |
|
| 146 |
| (7) (8) (9) |
Sunstar Insurance Group, LLC | Insurance | 11.45% | S + 6.00% | 10/09/26 |
|
| 334 |
|
| 331 |
|
| 331 |
| (7) (8) |
Sunstar Insurance Group, LLC | Insurance | 11.45% | S + 6.00% | 10/09/26 |
|
| 20,285 |
|
| 20,167 |
|
| 20,082 |
| (7) (8) |
Sunstar Insurance Group, LLC | Insurance | 11.31% | S + 6.00% | 10/09/26 |
|
| 4,725 |
|
| 1,469 |
|
| 1,480 |
| (7) (8) (9) |
Lithium Technologies, Inc. | Interactive Media & Services | 14.32% | S + 9.00% (Incl. 4.50% PIK) | 01/03/25 |
|
| 94,755 |
|
| 94,636 |
|
| 87,649 |
| (7) (8) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.71% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 |
|
| 33,431 |
|
| 32,863 |
|
| 30,088 |
| (7) (8) (14) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.71% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 |
|
| 1,217 |
|
| 1,201 |
|
| 1,095 |
| (7) (8) (14) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.72% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 |
|
| 2,422 |
|
| 2,358 |
|
| 2,180 |
| (7) (8) |
GPS Phoenix Buyer, Inc. (dba Guidepoint) | IT Services | 11.32% | S + 6.00% | 10/02/29 |
|
| 3,403 |
|
| 3,339 |
|
| 3,344 |
| (7) (8) |
GPS Phoenix Buyer, Inc. (dba Guidepoint) | IT Services | S + 6.00% | 10/02/29 |
|
| 882 |
|
| (8 | ) |
| (15 | ) | (7) (8) (9) | |
GPS Phoenix Buyer, Inc. (dba Guidepoint) | IT Services | S + 6.00% | 10/02/29 |
|
| 706 |
|
| (13 | ) |
| (12 | ) | (7) (8) (9) | |
Kaseya Inc. | IT Services | 11.31% | S + 6.00% (Incl. 2.50% PIK) | 06/25/29 |
|
| 18,777 |
|
| 18,555 |
|
| 18,777 |
| (7) (8) |
Kaseya Inc. | IT Services | 13.31% | S + 6.00% (Incl. 2.50% PIK) | 06/25/29 |
|
| 1,101 |
|
| 61 |
|
| 68 |
| (7) (8) (9) |
Kaseya Inc. | IT Services | 10.83% | S + 5.50% | 06/25/29 |
|
| 1,103 |
|
| 265 |
|
| 278 |
| (7) (8) (9) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | 10.94% | S + 5.50% | 01/20/27 |
|
| 21,502 |
|
| 21,271 |
|
| 21,394 |
| (7) (8) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | S + 5.50% | 01/20/27 |
|
| 2,600 |
|
| (25 | ) |
| (13 | ) | (7) (8) (9) | |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | 10.94% | S + 5.50% | 01/20/27 |
|
| 3,998 |
|
| 569 |
|
| 578 |
| (7) (8) (9) |
WSO2, Inc. | IT Services | 12.94% | S + 7.50% (Incl. 3.00% PIK) | 11/04/26 |
|
| 33,388 |
|
| 33,035 |
|
| 33,054 |
| (7) (8) |
Xactly Corporation | IT Services | 12.69% | S + 7.25% | 07/31/25 |
|
| 62,025 |
|
| 61,500 |
|
| 61,715 |
| (7) (8) |
Xactly Corporation | IT Services | S + 7.25% | 07/31/25 |
|
| 3,874 |
|
| (27 | ) |
| (19 | ) | (7) (8) (9) | |
Circustrix Holdings, LLC (dba SkyZone) | Leisure Products | S + 6.50% | 07/18/28 |
|
| 538 |
|
| (6 | ) |
| (8 | ) | (7) (8) (9) | |
Circustrix Holdings, LLC (dba SkyZone) | Leisure Products | S + 6.50% | 07/18/28 |
|
| 269 |
|
| (6 | ) |
| (4 | ) | (7) (8) (9) | |
Circustrix Holdings, LLC (dba SkyZone) | Leisure Products | 11.83% | S + 6.50% | 07/18/28 |
|
| 4,173 |
|
| 4,075 |
|
| 4,110 |
| (7) (8) |
Recorded Books Inc. (dba RBMedia) | Media | 11.58% | S + 6.25% | 08/31/28 |
|
| 749 |
|
| 436 |
|
| 447 |
| (7) (8) (9) |
Recorded Books Inc. (dba RBMedia) | Media | 11.59% | S + 6.25% | 09/03/30 |
|
| 9,228 |
|
| 8,989 |
|
| 9,136 |
| (7) (8) |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals | 12.85% | S + 7.25% | 12/16/27 |
|
| 16,053 |
|
| 15,793 |
|
| 14,126 |
| (7) (8) |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals | 12.82% | S + 7.25% | 06/16/27 |
|
| 2,200 |
|
| 193 |
|
| (37 | ) | (7) (8) (9) |
Amspec Parent, LLC | Professional Services | 11.05% | S + 5.75% | 12/05/30 |
|
| 3,523 |
|
| 3,438 |
|
| 3,488 |
| (7) (8) |
Amspec Parent, LLC | Professional Services | S + 5.75% | 12/05/30 |
|
| 508 |
|
| (6 | ) |
| (5 | ) | (7) (8) (9) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
16
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Amspec Parent, LLC | Professional Services | S + 5.75% | 12/05/29 |
| $ | 476 |
| $ | (11 | ) | $ | (5 | ) | (7) (8) (9) | |
Bullhorn, Inc. | Professional Services | 10.93% | S + 5.50% | 09/30/26 |
|
| 25,952 |
|
| 25,381 |
|
| 25,952 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | S + 5.50% | 09/30/26 |
|
| 1,344 |
|
| (9 | ) |
| — |
| (7) (8) (9) | |
Bullhorn, Inc. | Professional Services | 10.93% | S + 5.50% | 09/30/26 |
|
| 1,201 |
|
| 1,192 |
|
| 1,201 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | 10.93% | S + 5.50% | 09/30/26 |
|
| 429 |
|
| 420 |
|
| 429 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | 10.93% | S + 5.50% | 09/30/26 |
|
| 538 |
|
| 526 |
|
| 538 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | 10.93% | S + 5.50% | 09/30/26 |
|
| 4,622 |
|
| 4,609 |
|
| 4,622 |
| (7) (8) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | S + 6.75% | 05/18/29 |
|
| 28,000 |
|
| (279 | ) |
| (560 | ) | (7) (8) (9) | |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | S + 6.75% | 05/18/29 |
|
| 4,753 |
|
| (141 | ) |
| (95 | ) | (7) (8) (9) | |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 11.90% | S + 6.75% | 05/18/29 |
|
| 45,389 |
|
| 43,403 |
|
| 44,481 |
| (7) (8) |
Diligent Corporation | Professional Services | 11.71% | S + 6.25% | 08/04/25 |
|
| 24,040 |
|
| 23,647 |
|
| 23,980 |
| (7) (8) |
Diligent Corporation | Professional Services | 10.14% | E + 6.25% | 08/04/25 | EUR |
| 37,192 |
|
| 42,808 |
|
| 40,025 |
| (7) (8) |
Diligent Corporation | Professional Services | 11.71% | S + 6.25% | 08/04/25 |
|
| 3,100 |
|
| 1,344 |
|
| 1,356 |
| (7) (8) (9) |
iCIMS, Inc. | Professional Services | 12.05% | S + 6.75% | 08/18/28 |
|
| 4,199 |
|
| 227 |
|
| 155 |
| (7) (8) (9) |
iCIMS, Inc. | Professional Services | 12.58% | S + 7.25% (Incl. 3.88% PIK) | 08/18/28 |
|
| 46,322 |
|
| 45,733 |
|
| 44,932 |
| (7) (8) |
iCIMS, Inc. | Professional Services | S + 3.38% | 08/18/28 |
|
| 8,923 |
|
| — |
|
| (268 | ) | (7) (8) (9) | |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 11.16% | S + 5.75% | 11/30/27 |
|
| 16,865 |
|
| 16,638 |
|
| 16,696 |
| (7) (8) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 11.19% | S + 5.75% | 11/30/27 |
|
| 17,142 |
|
| 16,902 |
|
| 16,971 |
| (7) (8) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 13.25% | P + 4.75% | 11/30/27 |
|
| 2,992 |
|
| 87 |
|
| 95 |
| (7) (8) (9) |
Pluralsight, Inc | Professional Services | 13.47% | S + 8.00% | 04/06/27 |
|
| 75,915 |
|
| 75,025 |
|
| 66,805 |
| (7) (8) |
Pluralsight, Inc | Professional Services | 13.47% | S + 8.00% | 04/06/27 |
|
| 5,100 |
|
| 5,045 |
|
| 4,488 |
| (7) (8) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 15.48% | S + 10.00% (Incl. 3.50% PIK) | 10/22/27 |
|
| 10,793 |
|
| 10,736 |
|
| 10,254 |
| (6) (7) (8) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 15.48% | S + 10.00% (Incl. 3.50% PIK) | 10/22/27 |
|
| 35,187 |
|
| 34,888 |
|
| 33,428 |
| (6) (7) (8) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 15.48% | S + 10.00% (Incl. 3.50% PIK) | 10/22/27 |
|
| 11,385 |
|
| 11,322 |
|
| 10,816 |
| (6) (7) (8) |
MRI Software LLC | Real Estate Mgmt. & Development | 10.90% | S + 5.50% | 02/10/27 |
|
| 22,920 |
|
| 22,380 |
|
| 22,748 |
| |
MRI Software LLC | Real Estate Mgmt. & Development | S + 5.50% | 02/10/27 |
|
| 1,612 |
|
| (19 | ) |
| (12 | ) | (9) | |
MRI Software LLC | Real Estate Mgmt. & Development | 10.90% | S + 5.50% | 02/10/27 |
|
| 6,453 |
|
| 6,434 |
|
| 6,404 |
| |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | S + 6.50% | 07/01/27 |
|
| 7,987 |
|
| — |
|
| (80 | ) | (7) (8) (9) | |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | 11.84% | S + 6.50% | 07/01/27 |
|
| 76,666 |
|
| 76,666 |
|
| 75,899 |
| (7) (8) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 11.17% | S + 6.25% | 03/10/27 |
|
| 16,017 |
|
| 15,794 |
|
| 15,416 |
| (7) (8) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 11.40% | S + 6.25% | 03/10/27 |
|
| 1,220 |
|
| 1,082 |
|
| 1,052 |
| (7) (8) (9) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 11.17% | S + 6.25% | 03/10/27 |
|
| 1,676 |
|
| 1,665 |
|
| 1,613 |
| (7) (8) |
Acquia, Inc. | Software | 12.45% | S + 7.00% | 10/31/25 |
|
| 3,268 |
|
| 1,051 |
|
| 1,036 |
| (7) (8) (9) |
Acquia, Inc. | Software | 12.74% | S + 7.00% | 10/31/25 |
|
| 42,164 |
|
| 41,374 |
|
| 41,532 |
| (7) (8) |
Acquia, Inc. | Software | 12.48% | S + 7.00% | 10/31/25 |
|
| 10,554 |
|
| 10,368 |
|
| 10,396 |
| (7) (8) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 12.84% | S + 7.00% | 07/01/26 |
|
| 4,570 |
|
| 1,786 |
|
| 1,645 |
| (7) (8) (9) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 13.61% | S + 8.00% | 07/01/26 |
|
| 2,339 |
|
| 2,339 |
|
| 2,292 |
| (7) (8) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 12.58% | S + 7.00% | 07/01/26 |
|
| 39,210 |
|
| 38,798 |
|
| 37,642 |
| (7) (8) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 13.58% | S + 8.00% | 07/01/26 |
|
| 6,600 |
|
| 6,600 |
|
| 6,468 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
17
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 13.58% | S + 8.00% | 07/01/26 | $ |
| 12,500 |
| $ | 7,405 |
| $ | 7,155 |
| (7) (8) (9) |
Arrow Buyer, Inc. (dba Archer Technologies) | Software | 11.81% | S + 6.50% | 07/01/30 |
|
| 2,934 |
|
| 2,866 |
|
| 2,920 |
| (7) (8) |
Arrow Buyer, Inc. (dba Archer Technologies) | Software | S + 6.50% | 07/01/30 |
|
| 487 |
|
| (8 | ) |
| (2 | ) | (7) (8) (9) | |
Arrow Buyer, Inc. (dba Archer Technologies) | Software | 11.80% | S + 6.50% | 07/01/30 |
|
| 192 |
|
| 190 |
|
| 191 |
| (7) (8) |
CivicPlus LLC | Software | 11.99% | S + 6.50% (Incl. 2.50% PIK) | 08/24/27 |
|
| 6,530 |
|
| 6,440 |
|
| 6,448 |
| (7) (8) |
CivicPlus LLC | Software | S + 6.50% (Incl. 2.50% PIK) | 08/24/27 |
|
| 1,217 |
|
| (16 | ) |
| (15 | ) | (7) (8) (9) | |
CivicPlus LLC | Software | 11.99% | S + 6.50% (Incl. 2.50% PIK) | 08/24/27 |
|
| 3,068 |
|
| 3,023 |
|
| 3,030 |
| (7) (8) |
CivicPlus LLC | Software | 11.99% | S + 6.50% (Incl. 2.50% PIK) | 08/24/27 |
|
| 6,475 |
|
| 6,387 |
|
| 6,394 |
| (7) (8) |
CloudBees, Inc. | Software | 12.44% | S + 7.00% (Incl. 2.50% PIK) | 11/24/26 |
|
| 12,674 |
|
| 12,195 |
|
| 12,674 |
| (7) (8) |
CloudBees, Inc. | Software | 12.44% | S + 7.00% (Incl. 2.50% PIK) | 11/24/26 |
|
| 29,658 |
|
| 28,595 |
|
| 29,658 |
| (7) (8) |
Crewline Buyer, Inc. (dba New Relic) | Software | 12.06% | S + 6.75% | 11/08/30 |
|
| 3,482 |
|
| 3,398 |
|
| 3,395 |
| (7) (8) |
Crewline Buyer, Inc. (dba New Relic) | Software | S + 6.75% | 11/08/30 |
|
| 363 |
|
| (9 | ) |
| (9 | ) | (7) (8) (9) | |
Gainsight, Inc. | Software | 12.28% | S + 6.75% PIK | 07/30/27 |
|
| 5,532 |
|
| 2,743 |
|
| 2,713 |
| (7) (8) (9) |
Gainsight, Inc. | Software | 12.28% | S + 6.75% PIK | 07/30/27 |
|
| 51,766 |
|
| 51,318 |
|
| 50,990 |
| (7) (8) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | S + 3.50% | 01/17/31 |
|
| 1,645 |
|
| (16 | ) |
| (16 | ) | (7) (9) | |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 12.78% | S + 5.75% (Incl. 2.25% PIK) | 01/17/31 |
|
| 11,620 |
|
| 11,507 |
|
| 11,504 |
| (7) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | S + 5.75% (Incl. 2.25% PIK) | 01/17/31 |
|
| 1,736 |
|
| (10 | ) |
| (17 | ) | (7) (9) | |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 10.93% | S + 5.50% | 12/01/28 |
|
| 1,757 |
|
| 1,740 |
|
| 1,748 |
| (7) (8) |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 10.93% | S + 5.50% | 12/01/28 |
|
| 41,539 |
|
| 41,464 |
|
| 41,332 |
| (7) (8) |
Governmentjobs.com, Inc. (dba NeoGov) | Software | S + 5.50% | 12/02/27 |
|
| 4,710 |
|
| (7 | ) |
| (24 | ) | (7) (8) (9) | |
Governmentjobs.com, Inc. (dba NeoGov) | Software | S + 5.50% | 12/01/28 |
|
| 12,952 |
|
| (11 | ) |
| (65 | ) | (7) (8) (9) | |
NAVEX TopCo, Inc. | Software | 11.07% | S + 5.75% | 11/08/30 |
|
| 9,190 |
|
| 9,013 |
|
| 9,167 |
| |
NAVEX TopCo, Inc. | Software | S + 5.75% | 11/09/28 |
|
| 810 |
|
| (15 | ) |
| (2 | ) | (9) | |
Ncontracts, LLC | Software | 11.80% | S + 6.50% | 12/11/29 |
|
| 10,689 |
|
| 10,430 |
|
| 10,529 |
| (7) (8) |
Ncontracts, LLC | Software | 11.82% | S + 6.50% | 12/11/29 |
|
| 987 |
|
| 76 |
|
| 84 |
| (7) (8) (9) |
Ncontracts, LLC | Software | S + 6.50% | 12/11/29 |
|
| 987 |
|
| (12 | ) |
| (15 | ) | (7) (8) (9) | |
Northstar Acquisition HoldCo, LLC (dba n2y) | Software | S + 5.00% | 05/03/29 |
|
| 4,201 |
|
| — |
|
| — |
| (6) (7) (9) | |
Northstar Acquisition HoldCo, LLC (dba n2y) | Software | S + 5.00% | 05/03/29 |
|
| 4,444 |
|
| — |
|
| — |
| (6) (7) (9) | |
Northstar Acquisition HoldCo, LLC (dba n2y) | Software | S + 5.00% | 05/03/29 |
|
| 19,070 |
|
| — |
|
| — |
| (6) (7) (9) | |
Northstar Acquisition HoldCo, LLC (dba n2y) | Software | SN + 5.00% | 05/03/29 | GBP |
| 2,150 |
|
| — |
|
| — |
| (6) (7) (9) | |
Northstar Acquisition HoldCo, LLC (dba n2y) | Software | N + 5.00% | 05/03/29 | NOK |
| 47,123 |
|
| — |
|
| — |
| (6) (7) (9) | |
Onyx CenterSource, Inc. | Software | 12.25% | S + 6.75% | 12/15/28 |
|
| 1,047 |
|
| 327 |
|
| 333 |
| (7) (8) (9) |
Onyx CenterSource, Inc. | Software | 12.25% | S + 6.75% | 12/15/28 |
|
| 13,919 |
|
| 13,619 |
|
| 13,710 |
| (7) (8) |
Pioneer Buyer I, LLC | Software | 12.31% | S + 7.00% PIK | 11/01/28 |
|
| 30,524 |
|
| 30,194 |
|
| 30,448 |
| (7) (8) |
Pioneer Buyer I, LLC | Software | S + 7.00% PIK | 11/01/27 |
|
| 4,300 |
|
| (52 | ) |
| (11 | ) | (7) (8) (9) | |
Rubrik, Inc. | Software | 12.47% | S + 7.00% | 08/17/28 |
|
| 34,387 |
|
| 34,076 |
|
| 34,387 |
| (7) (8) |
Rubrik, Inc. | Software | 12.47% | S + 7.00% | 08/17/28 |
|
| 4,806 |
|
| 1,595 |
|
| 1,638 |
| (7) (8) (9) |
Singlewire Software, LLC | Software | 11.31% | S + 6.00% | 05/10/29 |
|
| 800 |
|
| 779 |
|
| 792 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
18
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity | Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Singlewire Software, LLC | Software | S + 6.00% | 05/10/29 |
| 129 |
|
| (3 | ) |
| (1 | ) | (7) (8) (9) | |
Smarsh, Inc. | Software | 11.06% | S + 5.75% | 02/16/29 |
| 6,667 |
|
| 3,295 |
|
| 3,267 |
| (8) (9) |
Smarsh, Inc. | Software | 11.08% | S + 5.75% | 02/16/29 |
| 1,667 |
|
| 655 |
|
| 650 |
| (8) (9) |
Smarsh, Inc. | Software | 11.06% | S + 5.75% | 02/16/29 |
| 26,667 |
|
| 26,463 |
|
| 26,400 |
| (8) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 11.67% | S + 6.25% | 07/02/27 |
| 12,313 |
|
| 12,166 |
|
| 12,128 |
| (7) (8) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 11.66% | S + 6.25% | 07/02/27 |
| 4,925 |
|
| 2,419 |
|
| 2,389 |
| (7) (8) (9) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 11.67% | S + 6.25% | 07/02/27 |
| 41,043 |
|
| 40,655 |
|
| 40,427 |
| (7) (8) |
WorkForce Software, LLC | Software | 12.74% | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 23,393 |
|
| 23,043 |
|
| 23,160 |
| (7) (8) |
WorkForce Software, LLC | Software | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 1,894 |
|
| (12 | ) |
| (19 | ) | (7) (8) (9) | |
WorkForce Software, LLC | Software | 12.74% | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 3,299 |
|
| 3,274 |
|
| 3,266 |
| (7) (8) |
WorkForce Software, LLC | Software | 12.74% | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 2,425 |
|
| 2,404 |
|
| 2,401 |
| (7) (8) |
Zarya Intermediate, LLC (dba iOFFICE) | Software | 11.84% | S + 6.50% | 07/01/27 |
| 6,247 |
|
| 6,124 |
|
| 6,184 |
| (7) (8) |
Charger Debt Merger Sub, LLC (dba Classic Collision) | Specialty Retail | S + 5.00% | 03/01/29 |
| 5,964 |
|
| — |
|
| — |
| (7) (9) | |
Charger Debt Merger Sub, LLC (dba Classic Collision) | Specialty Retail | S + 5.00% | 03/01/31 |
| 25,560 |
|
| — |
|
| — |
| (7) (9) | |
Charger Debt Merger Sub, LLC (dba Classic Collision) | Specialty Retail | S + 5.00% | 03/01/31 |
| 46,860 |
|
| — |
|
| — |
| (7) (9) | |
Ortholite, LLC | Textiles, Apparel & Luxury Goods | 11.57% | S + 6.25% | 09/29/27 |
| 5,736 |
|
| 5,685 |
|
| 5,679 |
| (7) (8) |
Harrington Industrial Plastics, LLC | Trading Companies & Distributors | 11.08% | S + 5.75% | 10/07/30 |
| 13,042 |
|
| 3,745 |
|
| 3,625 |
| (7) (8) (9) |
Harrington Industrial Plastics, LLC | Trading Companies & Distributors | 11.08% | S + 5.75% | 10/07/30 |
| 16,556 |
|
| 16,163 |
|
| 16,142 |
| (7) (8) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.43% | S + 5.98% | 11/01/28 |
| 22,502 |
|
| 22,339 |
|
| 22,390 |
| (7) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.43% | S + 5.98% | 11/01/28 |
| 1,935 |
|
| 1,921 |
|
| 1,926 |
| (7) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.43% | S + 5.98% | 11/01/28 |
| 1,383 |
|
| 1,373 |
|
| 1,376 |
| (7) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.43% | S + 5.98% | 11/01/28 |
| 1,999 |
|
| 1,984 |
|
| 1,989 |
| (7) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | 10.31% | S + 5.00% | 04/02/25 |
| 50,650 |
|
| 49,967 |
|
| 50,397 |
| (7) (8) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | S + 5.00% | 04/02/25 |
| 4,400 |
|
| (22 | ) |
| (22 | ) | (7) (8) (9) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
| 3,130,315 |
|
| 3,034,896 |
|
| |
1st Lien/Last-Out Unitranche (11) - 7.35% |
|
|
|
|
|
|
|
|
|
|
| |||
Doxim, Inc. | Financial Services | 11.83% | S + 6.40% | 06/01/26 | $ | 22,863 |
| $ | 22,409 |
| $ | 21,891 |
| (7) (8) |
Doxim, Inc. | Financial Services | 11.83% | S + 6.40% | 06/01/26 |
| 38,967 |
|
| 38,299 |
|
| 37,311 |
| (7) (8) |
EDB Parent, LLC (dba Enterprise DB) | Software | 12.08% | S + 6.75% | 07/07/28 |
| 19,504 |
|
| 19,100 |
|
| 19,114 |
| (7) (8) |
EDB Parent, LLC (dba Enterprise DB) | Software | 12.08% | S + 6.75% | 07/07/28 |
| 7,591 |
|
| 4,039 |
|
| 3,887 |
| (7) (8) (9) |
EIP Consolidated, LLC (dba Everest Infrastructure) | Wireless Telecommunication Services | 11.58% | S + 6.25% | 12/07/28 |
| 6,255 |
|
| 6,196 |
|
| 6,193 |
| (7) (8) |
EIP Consolidated, LLC (dba Everest Infrastructure) | Wireless Telecommunication Services | 11.58% | S + 6.25% | 12/07/28 |
| 3,745 |
|
| 917 |
|
| 915 |
| (7) (8) (9) |
K2 Towers III, LLC | Wireless Telecommunication Services | 11.86% | S + 6.55% | 12/06/28 |
| 10,000 |
|
| 8,223 |
|
| 8,218 |
| (7) (8) (9) |
Skyway Towers Intermediate LLC | Wireless Telecommunication Services | 11.93% | S + 6.61% | 12/22/28 |
| 6,150 |
|
| 6,090 |
|
| 6,088 |
| (7) (8) |
Skyway Towers Intermediate LLC | Wireless Telecommunication Services | 11.93% | S + 6.61% | 12/22/28 |
| 3,850 |
|
| 113 |
|
| 112 |
| (7) (8) (9) |
Tarpon Towers II LLC | Wireless Telecommunication Services | 12.16% | S + 6.83% | 02/01/29 |
| 5,573 |
|
| 96 |
|
| 94 |
| (7) (9) |
Tarpon Towers II LLC | Wireless Telecommunication Services | 12.15% | S + 6.83% | 02/01/29 |
| 9,428 |
|
| 9,335 |
|
| 9,333 |
| (7) |
Thor FinanceCo LLC (dba Harmoni Towers) | Wireless Telecommunication Services | 12.25% | S + 7.00% | 08/24/28 |
| 3,111 |
|
| 3,074 |
|
| 3,080 |
| (7) (8) |
Thor FinanceCo LLC (dba Harmoni Towers) | Wireless Telecommunication Services | S + 7.00% | 08/24/28 |
| 1,889 |
|
| (22 | ) |
| (19 | ) | (7) (8) (9) | |
Towerco IV Holdings, LLC | Wireless Telecommunication Services | 9.35% | S + 4.00% | 08/31/28 |
| 5,000 |
|
| 3,707 |
|
| 3,721 |
| (7) (8) (9) |
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
| 121,576 |
|
| 119,938 |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
19
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity | Par(4) |
| Cost |
| Fair |
| Footnotes | |||
2nd Lien/Senior Secured Debt - 2.06% |
|
|
|
|
|
|
|
|
|
|
| |||
MPI Engineered Technologies, LLC | Automobile Components | 12.00% | 12.00% PIK | 07/15/25 | $ | 18,836 |
| $ | 17,080 |
| $ | 16,953 |
| (8) |
MPI Products LLC | Automobile Components |
| 07/15/25 |
| 7,412 |
|
| — |
|
| — |
| (8) (12) | |
Wine.com, LLC | Beverages | 17.53% | S + 12.00% PIK | 04/03/27 |
| 9,986 |
|
| 10,618 |
|
| 10,585 |
| (7) (8) (14) |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products |
| 05/11/26 |
| 15,511 |
|
| — |
|
| — |
| (7) (8) (12) | |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products | 10.00% PIK | 11/11/25 |
| 12,150 |
|
| 9,714 |
|
| 1,883 |
| (7) (8) (13) | |
Sweep Midco LLC | Commercial Services & Supplies |
| 06/30/27 |
| 5,621 |
|
| 4,215 |
|
| 4,215 |
| (7) (8) (12) | |
Sweep Midco LLC | Commercial Services & Supplies |
| 06/30/27 |
| 16,360 |
|
| — |
|
| — |
| (7) (8) (12) | |
Animal Supply Intermediate, LLC | Distributors | 7.00% PIK | 11/14/25 |
| 10,656 |
|
| 9,031 |
|
| — |
| (8) (10) (13) | |
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
| 50,658 |
|
| 33,636 |
|
| |
Unsecured Debt - 1.16% |
|
|
|
|
|
|
|
|
|
|
| |||
Wine.com, Inc. | Beverages | S + 15.00% PIK | 04/03/27 | $ | 13,686 |
| $ | — |
| $ | — |
| (7) (8) (13) | |
Wine.com, Inc. | Beverages | S + 15.00% PIK | 04/03/27 |
| 7,894 |
|
| 3,019 |
|
| 343 |
| (7) (8) (13) | |
Wine.com, Inc. | Beverages | 20.53% | S + 15.00% PIK | 04/03/27 |
| 10,314 |
|
| 14,900 |
|
| 10,288 |
| (7) (8) |
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | S + 10.00%PIK | 05/31/26 |
| 1,061 |
|
| 82 |
|
| 276 |
| (8) (13) | |
CivicPlus LLC | Software | 17.00% | S + 11.75% | 06/09/34 |
| 8,278 |
|
| 8,105 |
|
| 8,071 |
| (7) (8) |
Total Unsecured Debt |
|
|
|
|
|
|
| 26,106 |
|
| 18,978 |
|
| |
Total United States |
|
|
|
|
|
| $ | 3,328,655 |
| $ | 3,207,448 |
|
| |
Total Debt Investments |
|
|
|
|
|
| $ | 3,502,722 |
| $ | 3,375,364 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |||
Investment (1)(5) | Industry(2) | Interest | Initial |
| Shares(4) |
| Cost |
| Fair |
| Footnotes | |||
Equity Securities - 3.97% |
|
|
|
|
|
|
|
|
|
|
| |||
Canada - 0.01% |
|
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 0.01% |
|
|
|
|
|
|
|
|
|
|
| |||
Prairie Provident Resources, Inc. | Oil, Gas & Consumable Fuels |
|
|
|
| 3,579,988 |
| $ | 9,237 |
| $ | 198 |
| (6) (12) |
Total Common Stock |
|
|
|
|
|
|
| 9,237 |
|
| 198 |
|
| |
Total Canada |
|
|
|
|
|
| $ | 9,237 |
| $ | 198 |
|
| |
Germany - 0.00% |
|
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 0.00% |
|
|
|
|
|
|
|
|
|
|
| |||
Kawa Solar Holdings Limited | Construction & Engineering |
| 08/17/16 |
|
| 1,399,556 |
| $ | — |
| $ | — |
| (6) (8) (10) (12) |
Total Common Stock |
|
|
|
|
|
|
| — |
|
| — |
|
| |
Preferred Stock - 0.00% |
|
|
|
|
|
|
|
|
|
|
| |||
Kawa Solar Holdings Limited | Construction & Engineering |
| 10/25/16 |
|
| 88,695 |
| $ | 778 |
| $ | — |
| (6) (8) (10) (13) |
Total Preferred Stock |
|
|
|
|
|
|
| 778 |
|
| — |
|
| |
Total Germany |
|
|
|
|
|
| $ | 778 |
| $ | — |
|
| |
Singapore - 0.00% |
|
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 0.00% |
|
|
|
|
|
|
|
|
|
|
| |||
Conergy Asia & ME Pte. LTD. | Construction & Engineering |
| 01/11/21 |
|
| 3,126,780 |
| $ | 5,300 |
| $ | — |
| (6) (8) (10) (12) |
Total Common Stock |
|
|
|
|
|
|
| 5,300 |
|
| — |
|
| |
Total Singapore |
|
|
|
|
|
| $ | 5,300 |
| $ | — |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
20
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
Investment (1)(5) | Industry(2) | Interest | Initial | Shares(4) |
| Cost |
| Fair |
| Footnotes | |||
United States - 3.96% |
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 1.61% |
|
|
|
|
|
|
|
|
|
| |||
Elah Holdings, Inc. | Capital Markets |
| 05/09/18 |
| 111,650 |
| $ | 5,238 |
| $ | 5,396 |
| (7) (8) (10) (12) |
ATX Parent Holdings, LLC - Class A Units | Communications Equipment |
| 09/01/21 |
| 332 |
|
| 167 |
|
| 594 |
| (6) (8) (10) (12) |
Foundation Software - Class B | Construction & Engineering |
| 08/31/20 |
| 11,826 |
|
| — |
|
| 21 |
| (7) (8) (12) |
Animal Supply Holdings, LLC | Distributors |
| 08/14/20 |
| 37,500 |
|
| 126 |
|
| — |
| (8) (10) (12) |
Animal Supply Holdings, LLC | Distributors |
| 08/14/20 |
| 83,333 |
|
| 13,745 |
|
| — |
| (8) (10) (12) |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services |
| 07/06/22 |
| 1,100 |
|
| 1,100 |
|
| 2,056 |
| (7) (8) (10) (12) |
Whitewater Holding Company LLC | Diversified Consumer Services |
| 12/21/21 |
| 23,400 |
|
| 2,340 |
|
| 2,558 |
| (7) (8) (12) |
Iracore International Holdings, Inc. | Energy Equipment & Services |
| 04/13/17 |
| 28,898 |
|
| 7,003 |
|
| 7,351 |
| (8) (10) (12) |
Country Fresh Holding Company Inc. | Food Products |
| 04/29/19 |
| 1,514 |
|
| 888 |
|
| — |
| (7) (8) (12) |
LCG Vardiman Black, LLC (dba Specialty Dental Brands) | Health Care Providers & Services |
| 03/29/24 |
| 731,038 |
|
| — |
|
| — |
| (8) (10) (12) |
PPT Management Holdings, LLC (dba Pro-PT) | Health Care Providers & Services |
| 05/31/23 |
| 1,293 |
|
| — |
|
| — |
| (8) (12) |
Total Vision LLC | Health Care Providers & Services |
| 07/15/21 |
| 122,571 |
|
| 2,270 |
|
| 1,930 |
| (7) (8) (12) |
MedeAnalytics, Inc. | Health Care Technology |
| 04/21/23 |
| 9 |
|
| — |
|
| — |
| (7) (8) (10) (12) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers |
| 08/11/21 |
| 3,355 |
|
| 3,407 |
|
| 4,030 |
| (7) (8) (12) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
| 03/10/21 |
| 29,326 |
|
| 2,933 |
|
| 2,367 |
| (7) (8) (12) |
Total Common Stock |
|
|
|
|
|
| 39,217 |
|
| 26,303 |
|
| |
Preferred Stock - 2.33% |
|
|
|
|
|
|
|
|
|
| |||
Wine.com, LLC | Beverages |
| 03/03/21 |
| 124,040 |
| $ | 3,067 |
| $ | — |
| (7) (8) (12) |
Wine.com, LLC | Beverages |
| 11/14/18 |
| 535,226 |
|
| 8,225 |
|
| — |
| (7) (8) (12) |
Foundation Software | Construction & Engineering |
| 08/31/20 |
| 22 |
|
| 21 |
|
| 30 |
| (7) (8) (12) |
LCG Vardiman Black, LLC (dba Specialty Dental Brands) | Health Care Providers & Services |
| 03/29/24 |
| 354,698 |
|
| 124 |
|
| 124 |
| (8) (10) (12) |
MedeAnalytics, Inc. | Health Care Technology |
| 10/09/20 |
| — |
|
| — |
|
| — |
| (7) (8) (10) (12) (16) |
WSO2, Inc. | IT Services |
| 11/04/21 |
| 561,918 |
|
| 8,876 |
|
| 8,876 |
| (7) (8) (12) |
CloudBees, Inc. | Software |
| 11/24/21 |
| 1,152,957 |
|
| 12,899 |
|
| 15,819 |
| (7) (8) (12) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
| 12/02/21 |
| 10,597 |
|
| 10,332 |
|
| 13,153 |
| (7) (8) (12) |
Total Preferred Stock |
|
|
|
|
|
| 43,544 |
|
| 38,002 |
|
| |
Warrants - 0.02% |
|
|
|
|
|
|
|
|
|
| |||
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products |
| 06/22/20 |
| 59 |
| $ | — |
| $ | — |
| (7) (8) (12) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products |
| 05/29/20 |
| 2,812 |
|
| — |
|
| — |
| (7) (8) (12) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products |
| 05/29/20 |
| 294 |
|
| — |
|
| — |
| (7) (8) (12) |
CloudBees, Inc. | Software |
| 11/24/21 |
| 333,980 |
|
| 1,849 |
|
| 247 |
| (7) (8) (12) |
Total Warrants |
|
|
|
|
|
| 1,849 |
|
| 247 |
|
| |
Total United States |
|
|
|
|
| $ | 84,610 |
| $ | 64,552 |
|
| |
Total Equity Securities |
|
|
|
|
| $ | 99,925 |
| $ | 64,750 |
|
| |
Total Investments - 210.84% |
|
|
|
|
| $ | 3,602,647 |
| $ | 3,440,114 |
|
| |
Investments in Affiliated Money Market Fund - 0.03% |
|
|
|
|
|
|
|
|
|
| |||
Goldman Sachs Financial Square Government Fund - Institutional Shares |
|
|
|
| 498,803 |
| $ | 499 |
| $ | 499 |
| (17) (18) |
Total Investments in Affiliated Money Market Fund |
|
|
|
|
|
| 499 |
|
| 499 |
|
| |
Total Investments and Investments in Affiliated Money Market Fund - 210.87% |
|
| $ | 3,603,146 |
| $ | 3,440,613 |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
21
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of March 31, 2024 (continued)
(in thousands, except share and per share amounts)
(Unaudited)
PIK – Payment-In-Kind
ADDITIONAL INFORMATION
Foreign currency forward contracts
Counterparty | Currency Purchased | Currency Sold | Settlement | Unrealized | ||
Bank of America, N.A. | USD 1,440 | GBP 1,322 | 10/04/24 | $ | (230 | ) |
Bank of America, N.A. | USD 3,648 | Euro 3,606 | 10/04/24 | (273 | ) | |
Bank of America, N.A. | USD 2,661 | GBP 2,161 | 01/15/26 | (78 | ) | |
$ | (581 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
22
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 20162023
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Debt Investments - 208.88% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Canada - 7.70% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 5.21% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Trader Corporation | Automobiles | 12.19% | C + 6.75% | 12/21/29 | CAD |
| 315 |
| $ | 228 |
| $ | 235 |
| (6) (7) (8) |
Trader Corporation | Automobiles | C + 6.75% | 12/22/28 | CAD |
| 24 |
|
| — |
|
| — |
| (6) (7) (8) (9) | |
Recochem, Inc | Chemicals | 11.14% | C + 5.75% | 11/01/30 |
|
| 1,762 |
|
| 1,727 |
|
| 1,727 |
| (6) (7) |
Recochem, Inc | Chemicals | 11.58% | C + 5.75% | 11/01/30 | CAD |
| 7,971 |
|
| 5,637 |
|
| 5,895 |
| (6) (7) |
Recochem, Inc | Chemicals | C + 5.75% | 11/01/30 | CAD |
| 1,941 |
|
| (14 | ) |
| (15 | ) | (6) (7) (9) | |
Recochem, Inc | Chemicals | C + 5.75% | 11/01/30 | CAD |
| 1,294 |
|
| (18 | ) |
| (19 | ) | (6) (7) (9) | |
ATX Networks Corp. | Communications Equipment | 12.97% | S + 7.50% | 09/01/26 |
|
| 3,648 |
|
| 3,648 |
|
| 3,483 |
| (6) (8) (10) |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | 11.96% | S + 6.50% | 01/30/26 |
|
| 18,948 |
|
| 18,770 |
|
| 18,569 |
| (6) (7) (8) |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | 11.96% | S + 6.50% | 01/30/26 |
|
| 9,964 |
|
| 9,768 |
|
| 9,765 |
| (6) (7) (8) |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | 11.96% | S + 6.50% | 01/30/26 |
|
| 7,752 |
|
| 7,669 |
|
| 7,597 |
| (6) (7) (8) |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | S + 6.50% | 01/30/26 |
|
| 3,445 |
|
| (29 | ) |
| (69 | ) | (6) (7) (8) (9) | |
Prophix Software Inc. (dba Pound Bidco) | Financial Services | S + 6.50% | 01/30/26 |
|
| 1,659 |
|
| — |
|
| (33 | ) | (6) (7) (8) (9) | |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | 11.50% | S + 6.00% | 11/06/26 |
|
| 9,147 |
|
| 9,074 |
|
| 9,033 |
| (6) (7) (8) |
1272775 B.C. LTD. (dba Everest Clinical Research) | Professional Services | P + 6.00% | 11/06/26 |
|
| 1,260 |
|
| (7 | ) |
| (16 | ) | (6) (7) (8) (9) | |
Everest Clinical Research Corporation | Professional Services | 11.50% | S + 6.00% | 11/06/26 |
|
| 5,742 |
|
| 5,654 |
|
| 5,670 |
| (6) (7) (8) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services | 11.71% | S + 6.25% | 05/25/27 |
|
| 21,167 |
|
| 20,900 |
|
| 20,902 |
| (6) (7) (8) |
Rodeo Buyer Company (dba Absorb Software) | Professional Services | S + 6.25% | 05/25/27 |
|
| 3,387 |
|
| (39 | ) |
| (42 | ) | (6) (7) (8) (9) | |
iWave Information Systems, Inc. | Software | 12.25% | S + 6.75% | 11/23/28 |
|
| 882 |
|
| 863 |
|
| 860 |
| (6) (7) (8) |
iWave Information Systems, Inc. | Software | S + 6.75% | 11/23/28 |
|
| 438 |
|
| (2 | ) |
| (11 | ) | (6) (7) (8) (9) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 83,829 |
|
| 83,531 |
|
| |
1st Lien/Last-Out Unitranche (11) - 2.39% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Doxim, Inc. | Financial Services | 12.21% | S + 6.75% | 06/01/26 |
| $ | 24,500 |
| $ | 24,193 |
| $ | 23,275 |
| (7) (8) |
Doxim, Inc. | Financial Services | 12.46% | S + 7.00% | 06/01/26 |
|
| 6,597 |
|
| 6,513 |
|
| 6,300 |
| (7) (8) |
Doxim, Inc. | Financial Services | 13.46% | S + 8.00% | 06/01/26 |
|
| 5,123 |
|
| 5,054 |
|
| 4,995 |
| (7) (8) |
Doxim, Inc. | Financial Services | 13.46% | S + 8.00% | 06/01/26 |
|
| 3,839 |
|
| 3,790 |
|
| 3,743 |
| (7) (8) |
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
|
| 39,550 |
|
| 38,313 |
|
| |
Unsecured Debt - 0.10% |
|
|
|
|
|
|
|
|
|
|
|
| |||
ATX Networks Corp. | Communications Equipment | 10.00% | 10.00% PIK | 09/01/28 |
| $ | 2,130 |
| $ | 1,898 |
| $ | 1,645 |
| (6) (8) (10) |
Total Unsecured Debt |
|
|
|
|
|
|
|
| 1,898 |
|
| 1,645 |
|
| |
Total Canada |
|
|
|
|
|
|
| $ | 125,277 |
| $ | 123,489 |
|
| |
Germany - 0.07% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 0.07% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Kawa Solar Holdings Limited | Construction & Engineering |
| 12/31/24 |
| $ | 3,917 |
| $ | 3,603 |
| $ | 1,073 |
| (6) (8) (10) (12) | |
Kawa Solar Holdings Limited | Construction & Engineering |
| 12/31/24 |
|
| 3,318 |
|
| 800 |
|
| — |
| (6) (8) (10) (12) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 4,403 |
|
| 1,073 |
|
| |
Total Germany |
|
|
|
|
|
|
| $ | 4,403 |
| $ | 1,073 |
|
| |
Singapore - 0.00% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Unsecured Debt - 0.00% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Conergy Asia & ME Pte. LTD. | Construction & Engineering |
| 06/30/24 |
| $ | 1,266 |
| $ | 1,055 |
| $ | — |
| (6) (8) (10) (12) | |
Total Unsecured Debt |
|
|
|
|
|
|
|
| 1,055 |
|
| — |
|
| |
Total Singapore |
|
|
|
|
|
|
| $ | 1,055 |
| $ | — |
|
|
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||||
Investments at Fair Value – 175.50%# | ||||||||||||||||||||
Corporate Debt (1) – 160.95% | ||||||||||||||||||||
1st Lien/Senior Secured Debt – 63.30% | ||||||||||||||||||||
Artesyn Embedded Technologies, Inc.(2) | Electronic Equipment, Instruments & Components | 9.75% | 10/15/2020 | $ | 20,000 | $ | 20,000 | $ | 18,325 | |||||||||||
Data Driven Delivery Systems, LLC(++) | Health Care Technology | L + 7.00% (1.00% Floor) | 05/30/2019 | 69,619 | 67,609 | 69,619 | ||||||||||||||
Dispensing Dynamics International(2) | Building Products | 12.50% | 01/01/2018 | 24,000 | 24,359 | 23,520 | ||||||||||||||
Elemica, Inc.(+) | Software | L + 8.00% (1.00% Floor) | 07/07/2021 | 42,288 | 41,308 | 41,336 | ||||||||||||||
Elemica, Inc.(3) (4) | Software | L + 8.00% (1.00% Floor) | 07/07/2021 | 6,000 | (139 | ) | (135 | ) | ||||||||||||
Heligear Acquisition Co.(2) | Aerospace & Defense | 10.25% | 10/15/2019 | 17,500 | 17,289 | 17,894 | ||||||||||||||
Infinity Sales Group(+) | Media | L + 10.50% (1.00% Floor) | 11/21/2018 | 30,803 | 30,518 | 28,724 | ||||||||||||||
Iracore International Holdings, Inc.(2) (5) (6) | Energy Equipment & Services | 9.50% | 06/01/2018 | 24,250 | 21,321 | 6,911 | ||||||||||||||
Kawa Solar Holdings Limited^(7) | Construction & Engineering | F + 8.20% and 3.50% PIK | 07/02/2018 | 12,767 | 12,727 | 12,767 | ||||||||||||||
Kawa Solar Holdings Limited^ (++) (7) | Construction & Engineering | L + 8.20% | 07/02/2018 | 2,400 | 2,392 | 2,400 | ||||||||||||||
Legacy Buyer Corp.(++) | Health Care Providers & Services | L + 8.00% (1.00% Floor) | 10/24/2019 | 27,470 | 27,120 | 26,508 | ||||||||||||||
Legacy Buyer Corp.(++) (3) | Health Care Providers & Services | L + 8.00% (1.00% Floor) | 10/24/2019 | 2,500 | 1,668 | 1,612 | ||||||||||||||
Madison-Kipp Corporation(+) | Machinery | L + 9.00% (1.00% Floor) | 05/26/2020 | 36,696 | 36,153 | 36,420 | ||||||||||||||
Perfect Commerce, LLC(++) | Internet Software & Services | L + 8.50% (1.00% Floor) | 06/30/2020 | 37,418 | 36,740 | 37,605 | ||||||||||||||
The Merit Distribution Group, LLC(++) | Distributors | L + 11.25% (0.50% Floor) | 04/08/2021 | 30,000 | 29,329 | 29,775 | ||||||||||||||
US Med Acquisition, Inc.(+) | Health Care Equipment & Supplies | L + 9.00% (1.00% Floor) | 08/13/2021 | 30,574 | 30,069 | 30,574 | ||||||||||||||
Vexos, Inc.(++) | Electronic Equipment, Instruments & Components | L + 9.50% (1.00% Floor) | 10/09/2019 | 38,922 | 38,433 | 37,171 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total 1st Lien/Senior Secured Debt | 436,896 | 421,026 | ||||||||||||||||||
1st Lien/Last-Out Unitranche (8) – 46.64% | ||||||||||||||||||||
Associations, Inc.(++) | Real Estate Management & Development | L + 7.00% (1.00% Floor) | 12/23/2019 | 58,136 | 57,324 | 57,700 | ||||||||||||||
Avenue Stores, LLC(+) | Specialty Retail | L + 8.00% (1.00% Floor) | 09/19/2019 | 30,000 | 29,546 | 30,000 | ||||||||||||||
Bolttech Mannings, Inc.(++) | Commercial Services & Supplies | L + 7.75% (1.00% Floor) | 12/21/2018 | 36,346 | 35,967 | 20,081 | ||||||||||||||
Integrated Practice Solutions, Inc.(++) | Software | L + 9.10% (1.00% Floor) | 08/03/2020 | 25,781 | 25,240 | 25,781 | ||||||||||||||
Mervin Manufacturing, Inc.(++) | Leisure Equipment & Products | L + 7.50% (1.00% Floor) | 10/10/2019 | 11,165 | 11,024 | 9,936 | ||||||||||||||
NTS Communications, Inc.^(++) | Diversified Telecommunication Services | L + 9.00% (1.25% Floor) PIK | 06/06/2019 | 52,776 | 48,725 | 47,498 | ||||||||||||||
Pro-Pet, LLC(+) | Household Products | L + 7.25% (0.75% Floor) | 11/21/2019 | 31,600 | 31,104 | 29,388 | ||||||||||||||
The Service Companies Inc.(+) | Professional Services | L + 10.25% (1.00% Floor) | 03/26/2019 | 46,580 | 46,087 | 45,881 | ||||||||||||||
United Road Services, Inc.(+) | Air Freight & Logistics | L + 7.50% (1.00% Floor) | 12/14/2017 | 44,658 | 44,438 | 43,989 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total 1st Lien/Last-Out Unitranche | 329,455 | 310,254 | ||||||||||||||||||
2nd Lien/Senior Secured Debt – 50.54% | ||||||||||||||||||||
ASC Acquisition Holdings, LLC(++) | Distributors | L + 13.00% (1.00% Floor) | 12/15/2022 | 30,000 | 29,181 | 30,000 | ||||||||||||||
DiscoverOrg, LLC(++) | Software | L + 9.00% (1.00% Floor) | 02/10/2022 | 39,500 | 38,798 | 38,809 | ||||||||||||||
DiversiTech Corporation(++) | Building Products | L + 8.00% (1.00% Floor) | 11/18/2022 | 51,350 | 50,331 | 50,708 | ||||||||||||||
Global Tel*Link Corporation(++) | Diversified Telecommunication Services | L + 7.75% (1.25% Floor) | 11/23/2020 | 28,000 | 27,656 | 27,125 | ||||||||||||||
Highwinds Capital, Inc.(+) | Internet Software & Services | L + 12.25% (1.25% Floor) | 01/29/2019 | 59,050 | 58,591 | 59,641 | ||||||||||||||
Hutchinson Technology, Inc. | Computers & Peripherals | 10.88% | 01/15/2017 | 12,200 | 12,189 | 12,200 | ||||||||||||||
IHS Intermediate Inc.(++) | Health Care Providers & Services | L + 8.25% (1.00% Floor) | 07/20/2022 | 10,000 | 9,830 | 9,500 | ||||||||||||||
MedPlast Holdings, Inc. | Health Care Equipment & Supplies | P + 7.75% (2.00% Floor) | 06/06/2023 | 25,000 | 24,380 | 24,375 | ||||||||||||||
MPI Products LLC(++) | Auto Components | L + 9.00% (1.00% Floor) | 01/30/2020 | 20,000 | 19,808 | 19,850 | ||||||||||||||
P2 Upstream Acquisition Co.(+++) | Software | L + 8.00% (1.00% Floor) | 04/30/2021 | 10,000 | 9,933 | 9,075 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
23
11
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 20162023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
United Kingdom - 2.61% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 2.61% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Clearcourse Partnership Acquireco Finance Limited | IT Services | 13.69% | SN + 8.50% (Incl. 8.50% PIK) | 07/25/28 | GBP |
| 13,954 |
| $ | 16,528 |
| $ | 17,297 |
| (6) (7) (8) |
Clearcourse Partnership Acquireco Finance Limited | IT Services | 13.69% | SN + 8.50% (Incl. 8.50% PIK) | 07/25/28 | GBP |
| 11,990 |
|
| 7,108 |
|
| 7,307 |
| (6) (7) (8) (9) |
Bigchange Group Limited | Software | 11.19% | SN + 6.00% | 12/23/26 | GBP |
| 11,990 |
|
| 15,875 |
|
| 14,977 |
| (6) (7) (8) |
Bigchange Group Limited | Software | 11.19% | SN + 6.00% | 12/23/26 | GBP |
| 1,848 |
|
| 2,351 |
|
| 2,309 |
| (6) (7) (8) |
Bigchange Group Limited | Software | SN + 6.00% | 12/23/26 | GBP |
| 2,400 |
|
| (41 | ) |
| (61 | ) | (6) (7) (8) (9) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
|
| 41,821 |
|
| 41,829 |
|
| |
Total United Kingdom |
|
|
|
|
|
|
| $ | 41,821 |
| $ | 41,829 |
|
| |
United States - 198.50% |
|
|
|
|
|
|
|
|
|
|
|
| |||
1st Lien/Senior Secured Debt - 186.10% |
|
|
|
|
|
|
|
|
|
|
|
| |||
Frontgrade Technologies Holdings Inc. | Aerospace & Defense | 12.10% | S + 6.75% | 01/09/30 |
| $ | 743 |
| $ | 728 |
| $ | 728 |
| (7) (8) |
Frontgrade Technologies Holdings Inc. | Aerospace & Defense | 12.10% | S + 6.75% | 01/09/30 |
|
| 972 |
|
| 946 |
|
| 953 |
| (7) (8) |
Frontgrade Technologies Holdings Inc. | Aerospace & Defense | S + 6.75% | 01/09/28 |
|
| 250 |
|
| (5 | ) |
| (5 | ) | (7) (8) (9) | |
Thrasio, LLC | Broadline Retail | S + 7.00% | 12/18/26 |
|
| 38,832 |
|
| 38,379 |
|
| 22,911 |
| (7) (8) (13) | |
Acuity Specialty Products, Inc. (dba Zep Inc.) | Chemicals | 9.35% | S + 4.00% | 10/02/28 |
|
| 53,049 |
|
| 53,049 |
|
| 49,999 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 11.02% | S + 5.50% | 09/18/25 |
|
| 6,876 |
|
| 6,660 |
|
| 6,687 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 11.01% | S + 5.50% | 09/18/25 |
|
| 1,467 |
|
| 1,448 |
|
| 1,426 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 11.03% | S + 5.50% | 09/18/25 |
|
| 1,348 |
|
| 1,317 |
|
| 1,311 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 11.02% | S + 5.50% | 09/18/25 |
|
| 930 |
|
| 912 |
|
| 904 |
| (7) (8) |
Elemica Parent, Inc. | Chemicals | 11.03% | S + 5.50% | 09/18/25 |
|
| 549 |
|
| 542 |
|
| 534 |
| (7) (8) |
Formulations Parent Corporation (dba Chase Corp) | Chemicals | 11.12% | S + 5.75% | 11/15/30 |
|
| 5,013 |
|
| 4,914 |
|
| 4,912 |
| (7) |
Formulations Parent Corporation (dba Chase Corp) | Chemicals | S + 5.75% | 11/15/29 |
|
| 835 |
|
| (16 | ) |
| (17 | ) | (7) (9) | |
3SI Security Systems, Inc. | Commercial Services & Supplies | 11.52% | S + 6.00% | 12/16/26 |
|
| 13,250 |
|
| 13,131 |
|
| 12,720 |
| (8) |
3SI Security Systems, Inc. | Commercial Services & Supplies | 11.52% | S + 6.00% | 12/16/26 |
|
| 2,018 |
|
| 1,961 |
|
| 1,937 |
| (8) |
ASM Buyer, Inc. | Commercial Services & Supplies | S + 6.00% | 01/29/28 |
|
| 4,189 |
|
| — |
|
| — |
| (7) (9) | |
ASM Buyer, Inc. | Commercial Services & Supplies | S + 6.00% | 01/29/27 |
|
| 541 |
|
| — |
|
| — |
| (7) (9) | |
ASM Buyer, Inc. | Commercial Services & Supplies | S + 6.00% | 01/29/28 |
|
| 270 |
|
| — |
|
| — |
| (7) (9) | |
Halo Branded Solutions, Inc. | Commercial Services & Supplies | 9.96% | S + 4.50% | 06/30/25 |
|
| 6,224 |
|
| 6,208 |
|
| 4,540 |
| |
Superior Environmental Solutions | Commercial Services & Supplies | 11.96% | S + 6.50% | 08/01/29 |
|
| 3,990 |
|
| 3,895 |
|
| 3,910 |
| (7) (8) |
Superior Environmental Solutions | Commercial Services & Supplies | 11.96% | S + 6.50% | 08/01/29 |
|
| 400 |
|
| 111 |
|
| 112 |
| (7) (8) (9) |
Superior Environmental Solutions | Commercial Services & Supplies | S + 6.50% | 08/01/29 |
|
| 600 |
|
| (7 | ) |
| (12 | ) | (7) (8) (9) | |
Sweep Purchaser LLC | Commercial Services & Supplies | 11.20% | S + 5.75% | 11/30/26 |
|
| 27,821 |
|
| 27,517 |
|
| 20,866 |
| (7) (8) |
Sweep Purchaser LLC | Commercial Services & Supplies | 11.23% | S + 5.75% | 11/30/26 |
|
| 8,832 |
|
| 8,734 |
|
| 6,624 |
| (7) (8) |
Sweep Purchaser LLC | Commercial Services & Supplies | 11.23% | S + 5.75% | 11/30/26 |
|
| 7,082 |
|
| 7,000 |
|
| 5,312 |
| (7) (8) |
Sweep Purchaser LLC | Commercial Services & Supplies | 11.23% | S + 5.75% | 11/30/26 |
|
| 4,920 |
|
| 4,856 |
|
| 3,690 |
| (7) (8) |
Sweep Purchaser LLC | Commercial Services & Supplies | 11.23% | S + 5.75% | 11/30/26 |
|
| 4,541 |
|
| 4,403 |
|
| 3,315 |
| (7) (8) (9) |
UP Acquisition Corp. (dba Unified Power) | Commercial Services & Supplies | 11.38% | S + 6.00% | 10/31/29 |
|
| 12,170 |
|
| 11,901 |
|
| 11,896 |
| (7) |
UP Acquisition Corp. (dba Unified Power) | Commercial Services & Supplies | S + 6.00% | 10/31/29 |
|
| 1,902 |
|
| (42 | ) |
| (43 | ) | (7) (9) | |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | 11.14% | S + 5.50% | 06/29/27 |
|
| 32,251 |
|
| 31,941 |
|
| 31,445 |
| (7) (8) |
VRC Companies, LLC (dba Vital Records Control) | Commercial Services & Supplies | P + 4.50% | 06/29/27 |
|
| 944 |
|
| (8 | ) |
| (24 | ) | (7) (8) (9) | |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 11.47% | S + 6.13% | 08/31/27 |
|
| 31,161 |
|
| 30,722 |
|
| 30,615 |
| (7) (8) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 11.47% | S + 6.13% | 08/31/27 |
|
| 4,017 |
|
| 3,930 |
|
| 3,947 |
| (7) (8) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | 11.47% | S + 6.13% | 08/31/27 |
|
| 943 |
|
| 916 |
|
| 926 |
| (7) (8) |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | S + 6.13% | 08/31/26 |
|
| 122 |
|
| (1 | ) |
| (2 | ) | (7) (8) (9) | |
Superman Holdings, LLC (dba Foundation Software) | Construction & Engineering | S + 6.13% | 08/31/27 |
|
| 952 |
|
| (10 | ) |
| (17 | ) | (7) (8) (9) | |
Blast Bidco Inc. (dba Bazooka Candy Brands) | Consumer Staples Distribution & Retail | 11.35% | S + 6.00% | 10/04/30 |
|
| 4,478 |
|
| 4,369 |
|
| 4,366 |
| (7) |
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||||
Reddy Ice Corporation(++) | Food Products | L + 9.50% (1.25% Floor) | 11/01/2019 | $ | 13,500 | $ | 13,168 | $ | 11,610 | |||||||||||
Securus Technologies Holdings, Inc.(++) | Diversified Telecommunication Services | L + 7.75% (1.25% Floor) | 04/30/2021 | 20,000 | 19,853 | 19,350 | ||||||||||||||
SW Holdings, LLC(++) | Media | L + 8.75% (1.00% Floor) | 12/30/2021 | 14,265 | 14,029 | 14,015 | ||||||||||||||
Washington Inventory Service(5) (6) | Professional Services | P + 8.00% | 06/20/2019 | 24,800 | 24,949 | 9,920 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total 2nd Lien/Senior Secured Debt |
| 352,696 | 336,178 | |||||||||||||||||
Unsecured Debt – 0.47% | ||||||||||||||||||||
CB-HDT Holdings, Inc.^ | Aerospace & Defense | 12.00% PIK | 12/15/2019 | 3,115 | 3,115 | 3,115 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total Unsecured Debt |
| 3,115 | 3,115 | |||||||||||||||||
|
|
|
| |||||||||||||||||
Total Corporate Debt | 1,122,162 | 1,070,573 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
Portfolio Company | Industry | Coupon | Shares | Cost | Fair Value | |||||||||||||||
Preferred Stock(1) – 1.78% | ||||||||||||||||||||
CB-HDT Holdings, Inc.^(5) | Aerospace & Defense | 1,108,333 | $ | 10,186 | $ | 11,083 | ||||||||||||||
Kawa Solar Holdings Limited^(7) | Construction & Engineering | 8.00% PIK | 50,000 | 750 | 750 | |||||||||||||||
NTS Communications, Inc.^(5) | Diversified Telecommunication Services | 263 | 187 | — | ||||||||||||||||
|
|
|
| |||||||||||||||||
Total Preferred Stock |
| 11,123 | 11,833 | |||||||||||||||||
|
|
|
| |||||||||||||||||
Common Stock(1) – 0.98% | ||||||||||||||||||||
CB-HDT Holdings, Inc.^(5) | Aerospace & Defense | 453,383 | 2,393 | 4,312 | ||||||||||||||||
Kawa Solar Holdings Limited^(5) (7) | Construction & Engineering | 1,399,556 | — | — | ||||||||||||||||
NTS Communications, Inc.^(5) | Diversified Telecommunication Services | 595,215 | 3 | — | ||||||||||||||||
Prairie Provident Resources, Inc.^(5) (7) | Oil, Gas & Consumable Fuels | 3,579,989 | 9,237 | 2,178 | ||||||||||||||||
|
|
|
| |||||||||||||||||
Total Common Stock |
| 11,633 | 6,490 | |||||||||||||||||
|
|
|
| |||||||||||||||||
Portfolio Company | LLC Interest | Cost | Fair Value | |||||||||||||||||
Investment Funds & Vehicles(1) – 11.79% | ||||||||||||||||||||
Senior Credit Fund, LLC^^ (7) | $ | 77,592 | $ | 77,592 | $ | 78,394 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total Investment Funds & Vehicles |
| 77,592 | 78,394 | |||||||||||||||||
|
|
|
| |||||||||||||||||
Yield | Shares | Cost | Fair Value | |||||||||||||||||
Investments in Affiliated Money Market Fund(1) – 0.00%# | ||||||||||||||||||||
Goldman Sachs Financial Square Government Fund | 0.45%(9) | 1,179 | $ | 1 | $ | 1 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total Investments in Affiliated Money Market Fund | 1 | 1 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
TOTAL INVESTMENTS – 175.50% | $ | 1,222,511 | $ | 1,167,291 | ||||||||||||||||
|
|
|
| |||||||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS – (75.50%) | $ | (502,154 | ) | |||||||||||||||||
|
| |||||||||||||||||||
NET ASSETS – 100.00% | $ | 665,137 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
24
12
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 20162023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Blast Bidco Inc. (dba Bazooka Candy Brands) | Consumer Staples Distribution & Retail | S + 6.00% | 10/05/29 |
| $ | 522 |
| $ | (13 | ) | $ | (13 | ) | (7) (9) | |
A Place For Mom, Inc. | Diversified Consumer Services | 9.97% | S + 4.50% | 02/10/26 |
|
| 7,233 |
|
| 7,221 |
|
| 6,510 |
| |
Assembly Intermediate LLC | Diversified Consumer Services | 11.45% | S + 6.00% | 10/19/27 |
|
| 43,991 |
|
| 43,377 |
|
| 43,661 |
| (7) (8) |
Assembly Intermediate LLC | Diversified Consumer Services | 11.45% | S + 6.00% | 10/19/27 |
|
| 10,998 |
|
| 7,565 |
|
| 7,616 |
| (7) (8) (9) |
Assembly Intermediate LLC | Diversified Consumer Services | S + 6.00% | 10/19/27 |
|
| 4,399 |
|
| (57 | ) |
| (33 | ) | (7) (8) (9) | |
CorePower Yoga LLC | Diversified Consumer Services | 11.36% | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 |
|
| 27,308 |
|
| 26,290 |
|
| 22,939 |
| (7) (8) |
CorePower Yoga LLC | Diversified Consumer Services | S + 6.00% (Incl. 1.25% PIK) | 05/14/25 |
|
| 1,687 |
|
| (52 | ) |
| (270 | ) | (7) (8) (9) | |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 11.86% | S + 6.50% | 11/01/28 |
|
| 905 |
|
| 881 |
|
| 896 |
| (7) (8) |
CST Buyer Company (dba Intoxalock) | Diversified Consumer Services | 11.96% | S + 6.50% | 11/01/28 |
|
| 86 |
|
| 7 |
|
| 8 |
| (7) (8) (9) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 11.36% | S + 6.00% | 12/15/26 |
|
| 18,794 |
|
| 18,608 |
|
| 18,230 |
| (7) (8) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 11.36% | S + 6.00% | 12/15/26 |
|
| 14,699 |
|
| 14,607 |
|
| 14,258 |
| (7) (8) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | 11.36% | S + 6.00% | 12/15/26 |
|
| 7,745 |
|
| 7,651 |
|
| 7,512 |
| (7) (8) |
Helios Buyer, Inc. (dba Heartland) | Diversified Consumer Services | S + 6.00% | 12/15/26 |
|
| 2,363 |
|
| (24 | ) |
| (71 | ) | (7) (8) (9) | |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services | 11.47% | S + 6.00% | 07/06/27 |
|
| 10,638 |
|
| 10,478 |
|
| 10,478 |
| (7) (8) (10) |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services | 11.47% | S + 6.00% | 07/06/27 |
|
| 7,400 |
|
| 3,796 |
|
| 3,774 |
| (7) (8) (9) (10) |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services | S + 6.00% | 07/06/27 |
|
| 1,900 |
|
| (27 | ) |
| (29 | ) | (7) (8) (9) (10) | |
Spotless Brands, LLC | Diversified Consumer Services | 12.27% | S + 6.75% | 07/25/28 |
|
| 214 |
|
| 209 |
|
| 211 |
| (7) (8) |
Spotless Brands, LLC | Diversified Consumer Services | 12.25% | S + 6.75% | 07/25/28 |
|
| 33 |
|
| 32 |
|
| 33 |
| (7) (8) |
VASA Fitness Buyer, Inc. | Diversified Consumer Services | 13.33% | S + 7.88% (Incl. 0.38% PIK) | 08/14/28 |
|
| 4,162 |
|
| 4,024 |
|
| 4,078 |
| (7) (8) |
VASA Fitness Buyer, Inc. | Diversified Consumer Services | S + 7.88% (Incl. 0.38% PIK) | 08/14/28 |
|
| 119 |
|
| (4 | ) |
| (2 | ) | (7) (8) (9) | |
VASA Fitness Buyer, Inc. | Diversified Consumer Services | S + 7.88% (Incl. 0.38% PIK) | 08/14/28 |
|
| 714 |
|
| (12 | ) |
| (14 | ) | (7) (8) (9) | |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.25% | S + 5.75% | 12/21/27 |
|
| 17,169 |
|
| 16,922 |
|
| 16,825 |
| (7) (8) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.28% | S + 5.75% | 12/21/27 |
|
| 5,763 |
|
| 5,677 |
|
| 5,648 |
| (7) (8) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.25% | S + 5.75% | 12/21/27 |
|
| 5,727 |
|
| 5,644 |
|
| 5,612 |
| (7) (8) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.52% | S + 6.00% | 12/21/27 |
|
| 2,689 |
|
| 2,074 |
|
| 2,079 |
| (7) (8) (9) |
Whitewater Holding Company LLC | Diversified Consumer Services | 11.26% | S + 5.75% | 12/21/27 |
|
| 2,340 |
|
| 495 |
|
| 480 |
| (7) (8) (9) |
Iracore International Holdings, Inc. | Energy Equipment & Services | 14.50% | S + 9.00% | 04/12/24 |
|
| 2,361 |
|
| 2,361 |
|
| 2,337 |
| (8) (10) |
Checkmate Finance Merger Sub, LLC | Entertainment | 11.95% | S + 6.50% | 12/31/27 |
|
| 30,865 |
|
| 30,415 |
|
| 30,248 |
| (7) (8) |
Checkmate Finance Merger Sub, LLC | Entertainment | S + 6.50% | 12/31/27 |
|
| 3,140 |
|
| (42 | ) |
| (63 | ) | (7) (8) (9) | |
Picture Head Midco LLC | Entertainment | 12.89% | S + 7.25% | 12/31/24 |
|
| 44,913 |
|
| 44,507 |
|
| 43,117 |
| (7) (8) (14) |
Admiral Buyer, Inc. (dba Fidelity Payment Services) | Financial Services | 10.85% | S + 5.50% | 05/08/28 |
|
| 26,129 |
|
| 25,723 |
|
| 25,999 |
| (7) (8) |
Admiral Buyer, Inc. (dba Fidelity Payment Services) | Financial Services | S + 5.50% | 05/08/28 |
|
| 2,530 |
|
| (37 | ) |
| (13 | ) | (7) (8) (9) | |
Admiral Buyer, Inc. (dba Fidelity Payment Services) | Financial Services | S + 5.50% | 05/08/28 |
|
| 7,120 |
|
| (52 | ) |
| (36 | ) | (7) (8) (9) | |
Aria Systems, Inc. | Financial Services | 13.47% | S + 8.00% | 06/30/26 |
|
| 26,880 |
|
| 26,613 |
|
| 26,073 |
| (7) (8) |
BSI3 Menu Buyer, Inc (dba Kydia) | Financial Services | 11.47% | S + 6.00% | 01/25/28 |
|
| 962 |
|
| 950 |
|
| 895 |
| (7) (8) |
BSI3 Menu Buyer, Inc (dba Kydia) | Financial Services | S + 6.00% | 01/25/28 |
|
| 38 |
|
| — |
|
| (3 | ) | (7) (8) (9) | |
Computer Services, Inc. | Financial Services | 12.13% | S + 6.75% | 11/15/29 |
|
| 993 |
|
| 966 |
|
| 983 |
| (7) (8) |
Coretrust Purchasing Group LLC | Financial Services | 12.11% | S + 6.75% | 10/01/29 |
|
| 767 |
|
| 747 |
|
| 757 |
| (7) (8) |
Coretrust Purchasing Group LLC | Financial Services | S + 6.75% | 10/01/29 |
|
| 113 |
|
| (3 | ) |
| (1 | ) | (7) (8) (9) | |
Coretrust Purchasing Group LLC | Financial Services | S + 6.75% | 10/01/29 |
|
| 113 |
|
| (1 | ) |
| (1 | ) | (7) (8) (9) | |
Fullsteam Operations LLC | Financial Services | 13.78% | S + 8.25% | 11/27/29 |
|
| 34,889 |
|
| 33,692 |
|
| 33,843 |
| (7) |
Fullsteam Operations LLC | Financial Services | 13.78% | S + 8.25% | 11/27/29 |
|
| 10,979 |
|
| 3,102 |
|
| 3,158 |
| (7) (9) |
Fullsteam Operations LLC | Financial Services | S + 8.25% | 11/27/29 |
|
| 1,952 |
|
| (58 | ) |
| (59 | ) | (7) (9) | |
Fullsteam Operations LLC | Financial Services | S + 8.25% | 11/27/29 |
|
| 4,880 |
|
| (72 | ) |
| (73 | ) | (7) (9) | |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Financial Services | 11.00% | S + 5.50% | 05/22/26 |
|
| 24,314 |
|
| 24,148 |
|
| 24,010 |
| (7) |
GS AcquisitionCo, Inc. (dba Insightsoftware) | Financial Services | S + 5.50% | 05/22/26 |
|
| 982 |
|
| (7 | ) |
| (12 | ) | (7) (9) | |
MerchantWise Solutions, LLC (dba HungerRush) | Financial Services | 11.35% | S + 6.00% | 06/01/28 |
|
| 21,419 |
|
| 21,082 |
|
| 20,134 |
| (7) (8) |
MerchantWise Solutions, LLC (dba HungerRush) | Financial Services | 11.36% | S + 6.00% | 06/01/28 |
|
| 5,396 |
|
| 4,601 |
|
| 4,361 |
| (7) (8) (9) |
|
|
|
|
|
|
|
|
F – Federal Funds Rate (which as of December 31, 2016 was 0.55%)
L – LIBOR
P – U.S. Prime Rate (which as of December 31, 2016 was 3.75%)
PIK – Payment-In-Kind
The accompanying notes are an integral part of these unaudited consolidated financial statements.
25
13
Goldman Sachs BDC, Inc.
Notes to the Consolidated Financial StatementsSchedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
MerchantWise Solutions, LLC (dba HungerRush) | Financial Services | 11.40% | S + 6.00% | 06/01/28 |
| $ | 2,718 |
| $ | 367 |
| $ | 245 |
| (7) (8) (9) |
StarCompliance Intermediate, LLC | Financial Services | 12.20% | S + 6.75% | 01/12/27 |
|
| 15,600 |
|
| 15,421 |
|
| 15,366 |
| (7) (8) |
StarCompliance Intermediate, LLC | Financial Services | 12.20% | S + 6.75% | 01/12/27 |
|
| 2,514 |
|
| 2,482 |
|
| 2,476 |
| (7) (8) |
StarCompliance Intermediate, LLC | Financial Services | 12.20% | S + 6.75% | 01/12/27 |
|
| 2,500 |
|
| 1,449 |
|
| 1,437 |
| (7) (8) (9) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.96% | S + 5.50% | 12/06/25 |
|
| 10,263 |
|
| 10,040 |
|
| 9,929 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 11.53% | S + 6.00% | 12/06/25 |
|
| 5,626 |
|
| 5,554 |
|
| 5,499 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.96% | S + 5.50% | 12/06/25 |
|
| 4,829 |
|
| 4,789 |
|
| 4,672 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.96% | S + 5.50% | 12/06/25 |
|
| 4,424 |
|
| 4,373 |
|
| 4,280 |
| (7) (8) |
Eptam Plastics, Ltd. | Health Care Equipment & Supplies | 10.96% | S + 5.50% | 12/06/25 |
|
| 2,269 |
|
| 2,222 |
|
| 2,195 |
| (7) (8) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 10.49% | S + 5.00% | 06/21/25 |
|
| 21,476 |
|
| 21,043 |
|
| 21,047 |
| (7) (8) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 10.50% | S + 5.00% | 06/21/25 |
|
| 1,627 |
|
| 1,618 |
|
| 1,594 |
| (7) (8) |
Riverpoint Medical, LLC | Health Care Equipment & Supplies | 10.46% | S + 5.00% | 06/21/25 |
|
| 4,094 |
|
| 992 |
|
| 942 |
| (7) (8) (9) |
Viant Medical Holdings, Inc. | Health Care Equipment & Supplies | 11.72% | S + 6.25% | 07/02/25 |
|
| 30,819 |
|
| 30,051 |
|
| 30,742 |
| (7) |
Argos Health Holdings, Inc | Health Care Providers & Services | 11.15% | S + 5.75% | 12/03/27 |
|
| 21,560 |
|
| 21,255 |
|
| 20,805 |
| (7) (8) |
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | 12.75% | S + 7.25% PIK | 05/31/26 |
|
| 2,841 |
|
| 2,780 |
|
| 2,770 |
| (8) |
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | S + 7.25% PIK | 05/31/26 |
|
| 1,004 |
|
| 775 |
|
| 835 |
| (8) (13) | |
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | S + 6.00% PIK | 05/31/26 |
|
| 415 |
|
| — |
|
| — |
| (8) (9) | |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 12.14% | S + 6.50% | 10/01/26 |
|
| 17,656 |
|
| 17,444 |
|
| 17,126 |
| (7) (8) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | 12.14% | S + 6.50% | 10/01/26 |
|
| 790 |
|
| 771 |
|
| 766 |
| (7) (8) |
Capitol Imaging Acquisition Corp. | Health Care Providers & Services | S + 6.50% | 10/01/25 |
|
| 180 |
|
| (1 | ) |
| (5 | ) | (7) (8) (9) | |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 11.86% | S + 6.25% (Incl. 0.75% PIK) | 07/01/24 |
|
| 19,295 |
|
| 19,132 |
|
| 17,559 |
| (7) (8) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 11.86% | S + 6.25% (Incl. 0.75% PIK) | 07/01/24 |
|
| 3,349 |
|
| 3,312 |
|
| 3,047 |
| (7) (8) |
CFS Management, LLC (dba Center for Sight Management) | Health Care Providers & Services | 11.86% | S + 6.25% (Incl. 0.75% PIK) | 07/01/24 |
|
| 1,977 |
|
| 1,967 |
|
| 1,799 |
| (7) (8) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 11.11% | S + 5.75% | 05/11/28 |
|
| 14,681 |
|
| 14,441 |
|
| 14,240 |
| (7) (8) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 11.11% | S + 5.75% | 05/11/28 |
|
| 4,456 |
|
| 4,379 |
|
| 4,323 |
| (7) (8) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 11.36% | S + 6.00% | 05/11/28 |
|
| 3,095 |
|
| 3,021 |
|
| 3,033 |
| (7) (8) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | 11.11% | S + 5.75% | 05/11/28 |
|
| 2,120 |
|
| 713 |
|
| 678 |
| (7) (8) (9) |
Coding Solutions Acquisition, Inc. | Health Care Providers & Services | S + 5.75% | 05/11/28 |
|
| 11,162 |
|
| (132 | ) |
| (223 | ) | (7) (8) (9) | |
CORA Health Holdings Corp | Health Care Providers & Services | 11.39% | S + 5.75% | 06/15/27 |
|
| 22,519 |
|
| 22,307 |
|
| 18,916 |
| (7) (8) |
CORA Health Holdings Corp | Health Care Providers & Services | 11.39% | S + 5.75% | 06/15/27 |
|
| 377 |
|
| 373 |
|
| 317 |
| (7) (8) |
DECA Dental Holdings LLC | Health Care Providers & Services | 11.20% | S + 5.75% | 08/28/28 |
|
| 21,182 |
|
| 20,873 |
|
| 20,547 |
| (7) (8) |
DECA Dental Holdings LLC | Health Care Providers & Services | 11.20% | S + 5.75% | 08/28/28 |
|
| 2,230 |
|
| 2,198 |
|
| 2,163 |
| (7) (8) |
DECA Dental Holdings LLC | Health Care Providers & Services | 11.20% | S + 5.75% | 08/26/27 |
|
| 1,711 |
|
| 1,461 |
|
| 1,431 |
| (7) (8) (9) |
Highfive Dental Holdco, LLC | Health Care Providers & Services | 12.45% | S + 6.75% | 06/13/28 |
|
| 2,798 |
|
| 2,721 |
|
| 2,728 |
| (7) (8) |
(Unaudited)The accompanying notes are an integral part of these unaudited consolidated financial statements.
26
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Highfive Dental Holdco, LLC | Health Care Providers & Services | S + 6.75% | 06/13/28 |
| $ | 313 |
| $ | (8 | ) | $ | (8 | ) | (7) (8) (9) | |
Highfive Dental Holdco, LLC | Health Care Providers & Services | S + 6.75% | 06/13/28 |
|
| 1,875 |
|
| (50 | ) |
| (47 | ) | (7) (8) (9) | |
Honor HN Buyer, Inc | Health Care Providers & Services | 11.25% | S + 5.75% | 10/15/27 |
|
| 23,869 |
|
| 23,539 |
|
| 23,631 |
| (7) (8) |
Honor HN Buyer, Inc | Health Care Providers & Services | 11.25% | S + 5.75% | 10/15/27 |
|
| 15,094 |
|
| 14,870 |
|
| 14,943 |
| (7) (8) |
Honor HN Buyer, Inc | Health Care Providers & Services | 11.50% | S + 6.00% | 10/15/27 |
|
| 9,964 |
|
| 5,812 |
|
| 5,841 |
| (7) (8) (9) |
Honor HN Buyer, Inc | Health Care Providers & Services | 13.25% | P + 4.75% | 10/15/27 |
|
| 2,802 |
|
| 314 |
|
| 322 |
| (7) (8) (9) |
LCG Vardiman Black, LLC (dba Specialty Dental Brands) | Health Care Providers & Services | S + 7.00% | 03/18/27 |
|
| 1,018 |
|
| 979 |
|
| 784 |
| (7) (8) (13) | |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | 11.35% | S + 5.75% | 12/15/27 |
|
| 10,141 |
|
| 9,996 |
|
| 9,938 |
| (7) (8) |
Millstone Medical Outsourcing, LLC | Health Care Providers & Services | S + 5.75% | 12/15/27 |
|
| 2,217 |
|
| (30 | ) |
| (44 | ) | (7) (8) (9) | |
One GI LLC | Health Care Providers & Services | 12.21% | S + 6.75% | 12/22/25 |
|
| 22,413 |
|
| 22,210 |
|
| 21,068 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | 12.21% | S + 6.75% | 12/22/25 |
|
| 11,964 |
|
| 11,835 |
|
| 11,246 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | 12.21% | S + 6.75% | 12/22/25 |
|
| 9,215 |
|
| 9,132 |
|
| 8,662 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | 12.21% | S + 6.75% | 12/22/25 |
|
| 6,565 |
|
| 6,486 |
|
| 6,171 |
| (7) (8) |
One GI LLC | Health Care Providers & Services | S + 6.75% | 12/22/25 |
|
| 3,610 |
|
| (32 | ) |
| (217 | ) | (7) (8) (9) | |
Premier Care Dental Management, LLC | Health Care Providers & Services | 10.86% | S + 5.50% | 08/05/28 |
|
| 18,447 |
|
| 18,181 |
|
| 17,525 |
| (7) (8) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 10.86% | S + 5.50% | 08/05/28 |
|
| 10,008 |
|
| 9,853 |
|
| 9,508 |
| (7) (8) |
Premier Care Dental Management, LLC | Health Care Providers & Services | 10.86% | S + 5.50% | 08/05/27 |
|
| 3,052 |
|
| 370 |
|
| 254 |
| (7) (8) (9) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.61% | S + 6.00% | 01/02/25 |
|
| 27,277 |
|
| 26,795 |
|
| 26,118 |
| (7) (8) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.61% | S + 6.00% | 01/02/25 |
|
| 7,549 |
|
| 7,509 |
|
| 7,228 |
| (7) (8) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.61% | S + 6.00% | 01/02/25 |
|
| 6,032 |
|
| 5,999 |
|
| 5,775 |
| (7) (8) |
Premier Imaging, LLC (dba Lucid Health) | Health Care Providers & Services | 11.61% | S + 6.00% | 01/02/25 |
|
| 1,635 |
|
| 1,627 |
|
| 1,566 |
| (7) (8) |
Purfoods, LLC | Health Care Providers & Services | 11.78% | S + 6.25% | 08/12/26 |
|
| 581 |
|
| 567 |
|
| 569 |
| (7) (8) |
Purfoods, LLC | Health Care Providers & Services | 11.77% | S + 6.25% | 08/12/26 |
|
| 392 |
|
| 386 |
|
| 384 |
| (7) (8) |
SpendMend, LLC | Health Care Providers & Services | 11.00% | S + 5.50% | 03/01/28 |
|
| 628 |
|
| 619 |
|
| 612 |
| (7) (8) |
SpendMend, LLC | Health Care Providers & Services | 11.00% | S + 5.50% | 03/01/28 |
|
| 276 |
|
| 114 |
|
| 110 |
| (7) (8) (9) |
SpendMend, LLC | Health Care Providers & Services | 11.02% | S + 5.50% | 03/01/28 |
|
| 83 |
|
| 32 |
|
| 31 |
| (7) (8) (9) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.53% | S + 6.00% | 08/15/25 |
|
| 25,788 |
|
| 25,172 |
|
| 25,015 |
| (7) (8) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.50% | S + 6.00% | 08/15/25 |
|
| 7,818 |
|
| 7,738 |
|
| 7,583 |
| (7) (8) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.53% | S + 6.00% | 08/15/25 |
|
| 4,642 |
|
| 4,598 |
|
| 4,502 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
27
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 11.54% | S + 6.00% | 08/15/25 |
| $ | 2,113 |
| $ | 2,089 |
| $ | 2,050 |
| (7) (8) |
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) | Health Care Providers & Services | 13.50% | P + 5.00% | 08/15/25 |
|
| 4,565 |
|
| 59 |
|
| (23 | ) | (7) (8) (9) |
Total Vision LLC | Health Care Providers & Services | 11.64% | S + 6.00% | 07/15/26 |
|
| 16,844 |
|
| 16,625 |
|
| 16,422 |
| (7) (8) |
Total Vision LLC | Health Care Providers & Services | 11.63% | S + 6.00% | 07/15/26 |
|
| 10,356 |
|
| 9,586 |
|
| 9,473 |
| (7) (8) (9) |
Total Vision LLC | Health Care Providers & Services | 11.63% | S + 6.00% | 07/15/26 |
|
| 4,956 |
|
| 4,900 |
|
| 4,832 |
| (7) (8) |
Total Vision LLC | Health Care Providers & Services | 11.66% | S + 6.00% | 07/15/26 |
|
| 2,467 |
|
| 2,439 |
|
| 2,405 |
| (7) (8) |
Total Vision LLC | Health Care Providers & Services | S + 6.00% | 07/15/26 |
|
| 1,270 |
|
| (13 | ) |
| (32 | ) | (7) (8) (9) | |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 11.25% | S + 5.75% | 12/21/26 |
|
| 21,432 |
|
| 21,194 |
|
| 20,789 |
| (7) (8) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 11.25% | S + 5.75% | 12/21/26 |
|
| 9,610 |
|
| 9,503 |
|
| 9,322 |
| (7) (8) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 11.25% | S + 5.75% | 12/21/26 |
|
| 7,450 |
|
| 7,362 |
|
| 7,226 |
| (7) (8) |
USN Opco LLC (dba Global Nephrology Solutions) | Health Care Providers & Services | 11.25% | S + 5.75% | 12/21/26 |
|
| 3,023 |
|
| 2,030 |
|
| 1,971 |
| (7) (8) (9) |
Businessolver.com, Inc. | Health Care Technology | 10.96% | S + 5.50% | 12/01/27 |
|
| 18,342 |
|
| 18,212 |
|
| 18,159 |
| (7) (8) |
Businessolver.com, Inc. | Health Care Technology | 10.96% | S + 5.50% | 12/01/27 |
|
| 2,723 |
|
| 415 |
|
| 398 |
| (7) (8) (9) |
ESO Solutions, Inc | Health Care Technology | 12.36% | S + 7.00% | 05/03/27 |
|
| 39,908 |
|
| 39,405 |
|
| 39,309 |
| (7) (8) |
ESO Solutions, Inc | Health Care Technology | 12.36% | S + 7.00% | 05/03/27 |
|
| 3,620 |
|
| 2,131 |
|
| 2,118 |
| (7) (8) (9) |
Experity, Inc. | Health Care Technology | 11.20% | S + 5.75% | 02/24/28 |
|
| 903 |
|
| 900 |
|
| 873 |
| (7) (8) |
Experity, Inc. | Health Care Technology | S + 5.75% | 02/24/28 |
|
| 81 |
|
| — |
|
| (3 | ) | (7) (8) (9) | |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 13.75% | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 15,252 |
|
| 15,104 |
|
| 14,795 |
| (7) (8) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 13.75% | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 2,676 |
|
| 2,657 |
|
| 2,596 |
| (7) (8) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | 13.75% | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 998 |
|
| 988 |
|
| 968 |
| (7) (8) |
GHA Buyer Inc. (dba Cedar Gate) | Health Care Technology | S + 8.25% (Incl. 3.75% PIK) | 06/24/26 |
|
| 1,880 |
|
| (17 | ) |
| (56 | ) | (7) (8) (9) | |
HealthEdge Software, Inc. | Health Care Technology | 11.71% | S + 6.25% | 04/09/26 |
|
| 35,889 |
|
| 35,480 |
|
| 35,351 |
| (7) (8) |
HealthEdge Software, Inc. | Health Care Technology | 11.71% | S + 6.25% | 04/09/26 |
|
| 3,344 |
|
| 3,344 |
|
| 3,294 |
| (7) (8) |
HealthEdge Software, Inc. | Health Care Technology | S + 6.25% | 04/09/26 |
|
| 3,800 |
|
| (41 | ) |
| (57 | ) | (7) (8) (9) | |
Intelligent Medical Objects, Inc. | Health Care Technology | 11.40% | S + 6.00% | 05/11/29 |
|
| 12,368 |
|
| 12,165 |
|
| 11,997 |
| (7) (8) |
Intelligent Medical Objects, Inc. | Health Care Technology | 11.39% | S + 6.00% | 05/11/29 |
|
| 2,978 |
|
| 1,064 |
|
| 1,008 |
| (7) (8) (9) |
Intelligent Medical Objects, Inc. | Health Care Technology | 11.41% | S + 6.00% | 05/11/28 |
|
| 1,490 |
|
| 37 |
|
| 15 |
| (7) (8) (9) |
MedeAnalytics, Inc. | Health Care Technology | 3.00% PIK | 10/23/28 |
|
| 218 |
|
| 142 |
|
| 146 |
| (7) (8) (10) (13) | |
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 12.93% | S + 7.50% | 07/18/28 |
|
| 24,090 |
|
| 23,696 |
|
| 23,849 |
| (7) (8) |
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 12.92% | S + 7.50% | 07/18/28 |
|
| 8,063 |
|
| 5,345 |
|
| 5,264 |
| (7) (8) (9) |
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 12.93% | S + 7.50% | 07/18/28 |
|
| 2,255 |
|
| 2,237 |
|
| 2,232 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
28
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
PDDS Holdco, Inc. (dba Planet DDS) | Health Care Technology | 13.10% | S + 7.50% | 07/18/28 |
| $ | 1,815 |
| $ | 517 |
| $ | 526 |
| (7) (8) (9) |
PlanSource Holdings, Inc. | Health Care Technology | 11.90% | S + 6.25% | 04/22/25 |
|
| 56,720 |
|
| 55,601 |
|
| 56,011 |
| (7) (8) |
PlanSource Holdings, Inc. | Health Care Technology | 11.90% | S + 6.25% | 04/22/25 |
|
| 905 |
|
| 899 |
|
| 893 |
| (7) (8) |
PlanSource Holdings, Inc. | Health Care Technology | 11.90% | S + 6.25% | 04/22/25 |
|
| 905 |
|
| 899 |
|
| 893 |
| (7) (8) |
PlanSource Holdings, Inc. | Health Care Technology | S + 6.25% | 04/22/25 |
|
| 7,824 |
|
| (70 | ) |
| (98 | ) | (7) (8) (9) | |
WebPT, Inc. | Health Care Technology | 12.24% | S + 6.75% | 01/18/28 |
|
| 25,126 |
|
| 23,852 |
|
| 24,623 |
| (7) (8) |
WebPT, Inc. | Health Care Technology | 12.22% | S + 6.75% | 01/18/28 |
|
| 5,534 |
|
| 5,472 |
|
| 5,423 |
| (7) (8) |
WebPT, Inc. | Health Care Technology | 12.25% | S + 6.75% | 01/18/28 |
|
| 2,617 |
|
| 2,180 |
|
| 2,156 |
| (7) (8) (9) |
WebPT, Inc. | Health Care Technology | 12.22% | S + 6.75% | 01/18/28 |
|
| 2,617 |
|
| 577 |
|
| 572 |
| (7) (8) (9) |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | S + 8.00% | 12/21/26 |
|
| 50,230 |
|
| 49,269 |
|
| 30,540 |
| (7) (8) (13) | |
Zodiac Intermediate, LLC (dba Zipari) | Health Care Technology | S + 8.00% | 12/22/25 |
|
| 7,500 |
|
| 7,332 |
|
| 4,560 |
| (7) (8) (13) | |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 12.21% | S + 6.75% | 07/09/25 |
|
| 56,217 |
|
| 54,600 |
|
| 55,373 |
| (7) (8) |
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) | Hotels, Restaurants & Leisure | 12.21% | S + 6.75% | 07/09/25 |
|
| 4,688 |
|
| 3,075 |
|
| 3,082 |
| (7) (8) (9) |
Hollander Intermediate LLC (dba Bedding Acquisition, LLC) | Household Products | 14.22% | S + 8.75% | 09/21/26 |
|
| 38,154 |
|
| 37,386 |
|
| 33,003 |
| (7) (8) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 11.85% | S + 6.50% | 08/11/27 |
|
| 4,269 |
|
| 1,195 |
|
| 1,110 |
| (7) (8) (9) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 11.85% | S + 6.50% | 08/11/27 |
|
| 35,122 |
|
| 34,636 |
|
| 34,420 |
| (7) (8) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 11.85% | S + 6.50% | 08/11/27 |
|
| 6,700 |
|
| 6,700 |
|
| 6,566 |
| (7) (8) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers | 11.85% | S + 6.50% | 08/11/27 |
|
| 3,685 |
|
| 984 |
|
| 958 |
| (7) (8) (9) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.79% | S + 6.25% | 04/15/27 |
|
| 5,430 |
|
| 5,376 |
|
| 5,376 |
| (7) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.75% | S + 6.25% | 04/15/27 |
|
| 2,956 |
|
| 2,927 |
|
| 2,927 |
| (7) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.79% | S + 6.25% | 04/15/27 |
|
| 2,121 |
|
| 2,100 |
|
| 2,100 |
| (7) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.64% | S + 6.25% | 04/15/27 |
|
| 555 |
|
| 550 |
|
| 550 |
| (7) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | 11.79% | S + 6.25% | 04/15/27 |
|
| 533 |
|
| 527 |
|
| 527 |
| (7) |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | S + 6.25% | 04/15/27 |
|
| 427 |
|
| (6 | ) |
| (6 | ) | (7) (9) | |
AQ Sunshine, Inc. (dba Relation Insurance) | Insurance | S + 6.25% | 04/15/27 |
|
| 2,956 |
|
| (29 | ) |
| (30 | ) | (7) (9) | |
Sunstar Insurance Group, LLC | Insurance | 11.50% | S + 6.00% | 10/09/26 |
|
| 20,336 |
|
| 20,208 |
|
| 20,031 |
| (7) (8) |
Sunstar Insurance Group, LLC | Insurance | 11.50% | S + 6.00% | 10/09/26 |
|
| 3,994 |
|
| 3,958 |
|
| 3,934 |
| (7) (8) |
Sunstar Insurance Group, LLC | Insurance | 11.50% | S + 6.00% | 10/09/26 |
|
| 4,729 |
|
| 1,467 |
|
| 1,460 |
| (7) (8) (9) |
Sunstar Insurance Group, LLC | Insurance | 11.50% | S + 6.00% | 10/09/26 |
|
| 335 |
|
| 331 |
|
| 330 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
29
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Sunstar Insurance Group, LLC | Insurance | 12.27% | S + 6.00% | 10/09/26 |
| $ | 374 |
| $ | 120 |
| $ | 119 |
| (7) (8) (9) |
Lithium Technologies, Inc. | Interactive Media & Services | 14.39% | S + 9.00% (Incl. 4.50% PIK) | 01/03/25 |
|
| 93,655 |
|
| 93,497 |
|
| 88,036 |
| (7) (8) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.95% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 |
|
| 32,661 |
|
| 31,877 |
|
| 31,028 |
| (7) (8) (14) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.82% | S + 9.25% (incl. 3.50% PIK) | 06/15/26 |
|
| 2,365 |
|
| 2,296 |
|
| 2,247 |
| (7) (8) |
SPay, Inc. (dba Stack Sports) | Interactive Media & Services | 14.92% | S + 9.25% (Incl. 3.50% PIK) | 06/15/26 |
|
| 1,189 |
|
| 1,166 |
|
| 1,129 |
| (7) (8) (14) |
GPS Phoenix Buyer, Inc. (dba Guidepoint) | IT Services | 11.38% | S + 6.00% | 10/02/29 |
|
| 3,412 |
|
| 3,346 |
|
| 3,344 |
| (7) |
GPS Phoenix Buyer, Inc. (dba Guidepoint) | IT Services | S + 6.00% | 10/02/29 |
|
| 882 |
|
| (8 | ) |
| (9 | ) | (7) (9) | |
GPS Phoenix Buyer, Inc. (dba Guidepoint) | IT Services | S + 6.00% | 10/02/29 |
|
| 706 |
|
| (14 | ) |
| (14 | ) | (7) (9) | |
Kaseya Inc. | IT Services | 11.38% | S + 6.00% (Incl. 2.50% PIK) | 06/25/29 |
|
| 18,658 |
|
| 18,427 |
|
| 18,472 |
| (7) (8) |
Kaseya Inc. | IT Services | 10.86% | S + 6.00% (Incl. 2.50% PIK) | 06/25/29 |
|
| 1,103 |
|
| 265 |
|
| 267 |
| (7) (8) (9) |
Kaseya Inc. | IT Services | 11.38% | S + 6.00% (Incl. 2.50% PIK) | 06/25/29 |
|
| 1,101 |
|
| 61 |
|
| 57 |
| (7) (8) (9) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | 10.99% | S + 5.50% | 01/20/27 |
|
| 21,557 |
|
| 21,308 |
|
| 21,234 |
| (7) (8) |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | S + 5.50% | 01/20/27 |
|
| 2,600 |
|
| (27 | ) |
| (39 | ) | (7) (8) (9) | |
Wellness AcquisitionCo, Inc. (dba SPINS) | IT Services | S + 5.50% | 01/20/27 |
|
| 4,000 |
|
| (25 | ) |
| (60 | ) | (7) (8) (9) | |
WSO2, Inc. | IT Services | 12.97% | S + 7.50% (Incl. 3.00% PIK) | 11/04/26 |
|
| 33,130 |
|
| 32,749 |
|
| 32,799 |
| (7) (8) |
Xactly Corporation | IT Services | 12.74% | S + 7.25% | 07/31/25 |
|
| 62,025 |
|
| 61,410 |
|
| 61,095 |
| (7) (8) |
Xactly Corporation | IT Services | S + 7.25% | 07/31/25 |
|
| 3,874 |
|
| (32 | ) |
| (58 | ) | (7) (8) (9) | |
Circustrix Holdings, LLC (dba SkyZone) | Leisure Products | 12.11% | S + 6.75% | 07/18/28 |
|
| 4,183 |
|
| 4,083 |
|
| 4,099 |
| (7) (8) |
Circustrix Holdings, LLC (dba SkyZone) | Leisure Products | S + 6.75% | 07/18/28 |
|
| 269 |
|
| (6 | ) |
| (5 | ) | (7) (8) (9) | |
Circustrix Holdings, LLC (dba SkyZone) | Leisure Products | S + 6.75% | 07/18/28 |
|
| 538 |
|
| (6 | ) |
| (11 | ) | (7) (8) (9) | |
Recorded Books Inc. (dba RBMedia) | Media | 11.64% | S + 6.25% | 09/03/30 |
|
| 9,251 |
|
| 9,005 |
|
| 9,066 |
| (7) (8) |
Recorded Books Inc. (dba RBMedia) | Media | S + 6.25% | 08/31/28 |
|
| 749 |
|
| (19 | ) |
| (15 | ) | (7) (8) (9) | |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals | 12.90% | S + 7.25% (Incl. 6.25% PIK) | 12/16/27 |
|
| 15,584 |
|
| 15,310 |
|
| 14,026 |
| (7) (8) |
LS Clinical Services Holdings, Inc (dba CATO) | Pharmaceuticals | 12.88% | S + 7.25% (Incl. 6.25% PIK) | 06/16/27 |
|
| 2,219 |
|
| 843 |
|
| 658 |
| (7) (8) (9) |
Amspec Parent, LLC | Professional Services | 11.10% | S + 5.75% | 12/05/30 |
|
| 3,523 |
|
| 3,436 |
|
| 3,435 |
| (7) |
Amspec Parent, LLC | Professional Services | S + 5.75% | 12/05/30 |
|
| 508 |
|
| (6 | ) |
| (6 | ) | (7) (9) | |
Amspec Parent, LLC | Professional Services | S + 5.75% | 12/05/29 |
|
| 476 |
|
| (12 | ) |
| (12 | ) | (7) (9) | |
Bullhorn, Inc. | Professional Services | 10.96% | S + 5.50% | 09/30/26 |
|
| 26,020 |
|
| 25,398 |
|
| 25,890 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | 10.96% | S + 5.50% | 09/30/26 |
|
| 4,634 |
|
| 4,620 |
|
| 4,610 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | 10.96% | S + 5.50% | 09/30/26 |
|
| 1,204 |
|
| 1,194 |
|
| 1,198 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | 10.96% | S + 5.50% | 09/30/26 |
|
| 540 |
|
| 527 |
|
| 537 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | 10.96% | S + 5.50% | 09/30/26 |
|
| 430 |
|
| 420 |
|
| 428 |
| (7) (8) |
Bullhorn, Inc. | Professional Services | S + 5.50% | 09/30/26 |
|
| 1,344 |
|
| (10 | ) |
| (7 | ) | (7) (8) (9) | |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 12.13% | S + 6.75% | 05/18/29 |
|
| 45,505 |
|
| 44,034 |
|
| 44,595 |
| (7) (8) |
Chronicle Bidco Inc. (dba Lexitas) | Professional Services | 12.13% | S + 6.75% | 05/18/29 |
|
| 4,753 |
|
| 1,578 |
|
| 1,568 |
| (7) (8) (9) |
Diligent Corporation | Professional Services | 10.20% | E + 6.25% | 08/04/25 | EUR |
| 37,289 |
|
| 42,808 |
|
| 41,062 |
| (7) (8) |
Diligent Corporation | Professional Services | 11.78% | S + 6.25% | 08/04/25 |
|
| 24,102 |
|
| 23,641 |
|
| 24,042 |
| (7) (8) |
Diligent Corporation | Professional Services | 11.76% | S + 6.25% | 08/04/25 |
|
| 3,100 |
|
| 1,650 |
|
| 1,666 |
| (7) (8) (9) |
iCIMS, Inc. | Professional Services | 12.62% | S + 7.25% (Incl. 3.88% PIK) | 08/18/28 |
|
| 45,867 |
|
| 45,245 |
|
| 44,377 |
| (7) (8) |
iCIMS, Inc. | Professional Services | 12.10% | S + 6.75% | 08/18/28 |
|
| 4,199 |
|
| 644 |
|
| 565 |
| (7) (8) (9) |
iCIMS, Inc. | Professional Services | S + 3.38% | 08/18/28 |
|
| 9,377 |
|
| — |
|
| (305 | ) | (7) (8) (9) | |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 11.24% | S + 5.75% | 11/30/27 |
|
| 17,186 |
|
| 16,932 |
|
| 16,842 |
| (7) (8) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
30
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity |
| Par(4) |
| Cost |
| Fair |
| Footnotes | |||
NFM & J, L.P. (dba the Facilities Group) | Professional Services | 11.23% | S + 5.75% | 11/30/27 |
| $ | 16,908 |
| $ | 16,668 |
| $ | 16,570 |
| (7) (8) |
NFM & J, L.P. (dba the Facilities Group) | Professional Services | S + 5.75% | 11/30/27 |
|
| 2,992 |
|
| (40 | ) |
| (60 | ) | (7) (8) (9) | |
Pluralsight, Inc | Professional Services | 13.56% | S + 8.00% | 04/06/27 |
|
| 75,915 |
|
| 74,966 |
|
| 72,119 |
| (7) (8) |
Pluralsight, Inc | Professional Services | 13.52% | S + 8.00% | 04/06/27 |
|
| 5,100 |
|
| 3,903 |
|
| 3,708 |
| (7) (8) (9) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 12.08% | S + 6.00% | 10/23/26 |
|
| 34,868 |
|
| 34,548 |
|
| 33,125 |
| (6) (7) (8) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 11.53% | S + 6.00% | 10/23/26 |
|
| 11,284 |
|
| 11,217 |
|
| 10,720 |
| (6) (7) (8) |
HowlCO LLC (dba Lone Wolf) | Real Estate Mgmt. & Development | 12.08% | S + 6.00% | 10/23/26 |
|
| 10,696 |
|
| 10,634 |
|
| 10,161 |
| (6) (7) (8) |
MRI Software LLC | Real Estate Mgmt. & Development | 10.95% | S + 5.50% | 02/10/27 |
|
| 22,980 |
|
| 22,408 |
|
| 22,434 |
| |
MRI Software LLC | Real Estate Mgmt. & Development | 10.95% | S + 5.50% | 02/10/26 |
|
| 6,469 |
|
| 6,452 |
|
| 6,316 |
| |
MRI Software LLC | Real Estate Mgmt. & Development | S + 5.50% | 02/10/27 |
|
| 1,612 |
|
| (16 | ) |
| (38 | ) | (9) | |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | 11.89% | S + 6.50% | 07/01/27 |
|
| 76,666 |
|
| 76,666 |
|
| 75,899 |
| (7) (8) |
Zarya Intermediate, LLC (dba iOFFICE) | Real Estate Mgmt. & Development | 11.89% | S + 6.50% | 07/01/27 |
|
| 7,987 |
|
| 6,846 |
|
| 6,766 |
| (7) (8) (9) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 11.71% | S + 6.25% | 03/10/27 |
|
| 16,058 |
|
| 15,819 |
|
| 15,737 |
| (7) (8) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 11.71% | S + 6.25% | 03/10/27 |
|
| 1,680 |
|
| 1,668 |
|
| 1,647 |
| (7) (8) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software | 11.71% | S + 6.25% | 03/10/27 |
|
| 1,220 |
|
| 898 |
|
| 891 |
| (7) (8) (9) |
Acquia, Inc. | Software | 12.74% | S + 7.00% | 10/31/25 |
|
| 42,164 |
|
| 41,316 |
|
| 41,321 |
| (7) (8) |
Acquia, Inc. | Software | 12.60% | S + 7.00% | 10/31/25 |
|
| 3,268 |
|
| 1,573 |
|
| 1,543 |
| (7) (8) (9) |
Acquia, Inc. | Software | S + 7.00% | 10/31/25 |
|
| 10,554 |
|
| — |
|
| — |
| (7) (8) (9) | |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 12.63% | S + 7.00% | 07/01/26 |
|
| 39,210 |
|
| 38,758 |
|
| 37,544 |
| (7) (8) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 13.63% | S + 8.00% | 07/01/26 |
|
| 6,600 |
|
| 6,600 |
|
| 6,468 |
| (7) (8) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 13.63% | S + 8.00% | 07/01/26 |
|
| 12,500 |
|
| 3,994 |
|
| 3,744 |
| (7) (8) (9) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 13.66% | S + 8.00% | 07/01/26 |
|
| 2,339 |
|
| 2,339 |
|
| 2,292 |
| (7) (8) |
AQ Helios Buyer, Inc. (dba SurePoint) | Software | 12.89% | S + 7.00% | 07/01/26 |
|
| 4,570 |
|
| 1,324 |
|
| 1,177 |
| (7) (8) (9) |
Arrow Buyer, Inc. (dba Archer Technologies) | Software | 11.85% | S + 6.50% | 07/01/30 |
|
| 2,942 |
|
| 2,872 |
|
| 2,898 |
| (7) (8) |
Arrow Buyer, Inc. (dba Archer Technologies) | Software | S + 6.50% | 07/01/30 |
|
| 679 |
|
| (8 | ) |
| (10 | ) | (7) (8) (9) | |
CivicPlus LLC | Software | 12.04% | S + 6.50% (Incl. 2.50% PIK) | 08/24/27 |
|
| 6,489 |
|
| 6,393 |
|
| 6,407 |
| (7) (8) |
CivicPlus LLC | Software | 12.04% | S + 6.50% (Incl. 2.50% PIK) | 08/24/27 |
|
| 6,434 |
|
| 6,341 |
|
| 6,354 |
| (7) (8) |
CivicPlus LLC | Software | 12.04% | S + 6.50% (Incl. 2.50% PIK) | 08/24/27 |
|
| 3,049 |
|
| 3,001 |
|
| 3,011 |
| (7) (8) |
CivicPlus LLC | Software | 11.46% | S + 6.00% | 08/24/27 |
|
| 1,217 |
|
| 396 |
|
| 398 |
| (7) (8) (9) |
CloudBees, Inc. | Software | 12.47% | S + 7.00% (Incl. 2.50% PIK) | 11/24/26 |
|
| 29,473 |
|
| 28,324 |
|
| 29,179 |
| (7) (8) |
CloudBees, Inc. | Software | 12.47% | S + 7.00% (Incl. 2.50% PIK) | 11/24/26 |
|
| 12,595 |
|
| 12,077 |
|
| 12,469 |
| (7) (8) |
Crewline Buyer, Inc. (dba New Relic) | Software | 12.10% | S + 6.75% | 11/08/30 |
|
| 3,482 |
|
| 3,396 |
|
| 3,395 |
| (7) |
Crewline Buyer, Inc. (dba New Relic) | Software | S + 6.75% | 11/08/30 |
|
| 363 |
|
| (9 | ) |
| (9 | ) | (7) (9) | |
Gainsight, Inc. | Software | 12.28% | S + 6.75% PIK | 07/30/27 |
|
| 50,191 |
|
| 49,715 |
|
| 49,312 |
| (7) (8) |
Gainsight, Inc. | Software | 12.28% | S + 6.75% PIK | 07/30/27 |
|
| 5,447 |
|
| 2,654 |
|
| 2,616 |
| (7) (8) (9) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 12.48% | S + 7.00% (Incl. 1.50% PIK) | 01/29/27 |
|
| 29,255 |
|
| 28,832 |
|
| 29,108 |
| (7) (8) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 11.48% | S + 6.00% | 01/29/27 |
|
| 3,752 |
|
| 3,704 |
|
| 3,734 |
| (7) (8) |
GovDelivery Holdings, LLC (dba Granicus, Inc.) | Software | 11.96% | S + 6.50% | 01/29/27 |
|
| 2,583 |
|
| 599 |
|
| 607 |
| (7) (8) (9) |
Governmentjobs.com, Inc. (dba NeoGov) | Software | S + 5.50% | 12/01/28 |
|
| 12,952 |
|
| (12 | ) |
| (162 | ) | (7) (8) (9) | |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 10.96% | S + 5.50% | 12/01/28 |
|
| 41,645 |
|
| 41,566 |
|
| 41,125 |
| (7) (8) |
Governmentjobs.com, Inc. (dba NeoGov) | Software | 10.96% | S + 5.50% | 12/01/28 |
|
| 1,762 |
|
| 1,744 |
|
| 1,740 |
| (7) (8) |
Governmentjobs.com, Inc. (dba NeoGov) | Software | S + 5.50% | 12/02/27 |
|
| 4,710 |
|
| (8 | ) |
| (59 | ) | (7) (8) (9) | |
NAVEX TopCo, Inc. | Software | 11.11% | S + 5.75% | 11/09/30 |
|
| 9,190 |
|
| 9,009 |
|
| 9,006 |
| (7) |
NAVEX TopCo, Inc. | Software | S + 5.75% | 11/09/28 |
|
| 810 |
|
| (16 | ) |
| (16 | ) | (7) (9) | |
Ncontracts, LLC | Software | 11.80% | S + 6.50% | 12/11/29 |
|
| 10,689 |
|
| 10,423 |
|
| 10,422 |
| (7) |
Ncontracts, LLC | Software | S + 6.50% | 12/11/29 |
|
| 987 |
|
| (12 | ) |
| (12 | ) | (7) (9) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
31
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity | Par(4) |
| Cost |
| Fair |
| Footnotes | |||
Ncontracts, LLC | Software | S + 6.50% | 12/11/29 | $ | 987 |
| $ | (24 | ) | $ | (25 | ) | (7) (9) | |
Onyx CenterSource, Inc. | Software | 12.25% | S + 6.75% | 12/15/28 |
| 13,953 |
|
| 13,642 |
|
| 13,640 |
| (7) |
Onyx CenterSource, Inc. | Software | 12.25% | S + 6.75% | 12/15/28 |
| 1,047 |
|
| 326 |
|
| 325 |
| (7) (9) |
Pioneer Buyer I, LLC | Software | 12.35% | S + 7.00% PIK | 11/01/28 |
| 29,610 |
|
| 29,264 |
|
| 29,314 |
| (7) (8) |
Pioneer Buyer I, LLC | Software | S + 7.00% PIK | 11/01/27 |
| 4,300 |
|
| (56 | ) |
| (43 | ) | (7) (8) (9) | |
Rubrik, Inc. | Software | 12.52% | S + 7.00% | 08/17/28 |
| 34,387 |
|
| 34,063 |
|
| 34,043 |
| (7) (8) |
Rubrik, Inc. | Software | 12.52% | S + 7.00% | 08/17/28 |
| 4,806 |
|
| 441 |
|
| 437 |
| (7) (8) (9) |
Singlewire Software, LLC | Software | 11.35% | S + 6.00% | 05/10/29 |
| 802 |
|
| 780 |
|
| 786 |
| (7) (8) |
Singlewire Software, LLC | Software | S + 6.00% | 05/10/29 |
| 129 |
|
| (3 | ) |
| (3 | ) | (7) (8) (9) | |
Smarsh, Inc. | Software | 11.10% | S + 5.75% | 02/16/29 |
| 26,667 |
|
| 26,455 |
|
| 26,400 |
| (8) |
Smarsh, Inc. | Software | 11.10% | S + 5.75% | 02/16/29 |
| 6,667 |
|
| 3,294 |
|
| 3,267 |
| (8) (9) |
Smarsh, Inc. | Software | S + 5.75% | 02/16/29 |
| 1,667 |
|
| (12 | ) |
| (17 | ) | (8) (9) | |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 11.73% | S + 6.25% | 07/02/27 |
| 41,043 |
|
| 40,631 |
|
| 40,427 |
| (7) (8) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 11.72% | S + 6.25% | 07/02/27 |
| 12,313 |
|
| 12,156 |
|
| 12,128 |
| (7) (8) |
Sundance Group Holdings, Inc. (dba NetDocuments) | Software | 11.73% | S + 6.25% | 07/02/27 |
| 4,925 |
|
| 2,416 |
|
| 2,389 |
| (7) (8) (9) |
WorkForce Software, LLC | Software | 12.79% | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 23,217 |
|
| 22,805 |
|
| 22,985 |
| (7) (8) |
WorkForce Software, LLC | Software | 12.79% | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 3,274 |
|
| 3,245 |
|
| 3,242 |
| (7) (8) |
WorkForce Software, LLC | Software | 12.82% | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 2,407 |
|
| 2,382 |
|
| 2,383 |
| (7) (8) |
WorkForce Software, LLC | Software | S + 7.25% (Incl. 3.00% PIK) | 07/31/25 |
| 1,894 |
|
| (14 | ) |
| (19 | ) | (7) (8) (9) | |
Badger Sportswear, Inc. | Textiles, Apparel & Luxury Goods | 10.94% | S + 4.50% | 01/21/24 |
| 6,946 |
|
| 6,946 |
|
| 6,877 |
| (8) |
Ortholite, LLC | Textiles, Apparel & Luxury Goods | 11.61% | S + 6.25% | 09/29/27 |
| 5,751 |
|
| 5,697 |
|
| 5,694 |
| (7) (8) |
Harrington Industrial Plastics, LLC | Trading Companies & Distributors | 11.11% | S + 5.75% | 10/07/30 |
| 16,556 |
|
| 16,153 |
|
| 16,142 |
| (7) |
Harrington Industrial Plastics, LLC | Trading Companies & Distributors | 11.11% | S + 5.75% | 10/07/30 |
| 5,644 |
|
| 3,834 |
|
| 3,810 |
| (7) (9) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.47% | S + 5.98% | 11/01/28 |
| 22,560 |
|
| 22,389 |
|
| 22,503 |
| (7) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.47% | S + 5.98% | 11/01/28 |
| 2,004 |
|
| 1,988 |
|
| 1,999 |
| (7) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.47% | S + 5.98% | 11/01/28 |
| 1,940 |
|
| 1,925 |
|
| 1,936 |
| (7) |
PT Intermediate Holdings III, LLC (dba Parts Town) | Trading Companies & Distributors | 11.47% | S + 5.98% | 11/01/28 |
| 1,386 |
|
| 1,376 |
|
| 1,383 |
| (7) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | 10.50% | S + 5.00% | 04/02/25 |
| 50,650 |
|
| 49,807 |
|
| 50,144 |
| (7) (8) |
Internet Truckstop Group, LLC (dba Truckstop) | Transportation Infrastructure | S + 5.00% | 04/02/25 |
| 4,400 |
|
| (28 | ) |
| (44 | ) | (7) (8) (9) | |
Total 1st Lien/Senior Secured Debt |
|
|
|
|
|
|
| 3,079,885 |
|
| 2,981,036 |
|
| |
1st Lien/Last-Out Unitranche (11) - 6.64% |
|
|
|
|
|
|
|
|
|
|
| |||
Doxim, Inc. | Financial Services | 11.86% | S + 6.40% | 06/01/26 | $ | 38,967 |
| $ | 38,232 |
| $ | 37,019 |
| (7) (8) |
Doxim, Inc. | Financial Services | 11.86% | S + 6.40% | 06/01/26 |
| 22,863 |
|
| 22,362 |
|
| 21,720 |
| (7) (8) |
EDB Parent, LLC (dba Enterprise DB) | Software | 12.10% | S + 6.75% | 07/07/28 |
| 19,504 |
|
| 19,082 |
|
| 19,016 |
| (7) (8) |
EDB Parent, LLC (dba Enterprise DB) | Software | 12.10% | S + 6.75% | 07/07/28 |
| 7,591 |
|
| 3,439 |
|
| 3,249 |
| (7) (8) (9) |
EIP Consolidated, LLC (dba Everest Infrastructure) | Wireless Telecommunication Services | S + 6.25% | 12/07/28 |
| 3,745 |
|
| (37 | ) |
| (37 | ) | (7) (9) | |
EIP Consolidated, LLC (dba Everest Infrastructure) | Wireless Telecommunication Services | 11.61% | S + 6.25% | 12/07/28 |
| 6,255 |
|
| 6,193 |
|
| 6,193 |
| (7) |
K2 Towers III, LLC | Wireless Telecommunication Services | 11.91% | S + 6.55% | 12/06/28 |
| 10,000 |
|
| 7,294 |
|
| 7,293 |
| (7) (9) |
Skyway Towers Intermediate LLC | Wireless Telecommunication Services | 11.73% | S + 6.37% | 12/22/28 |
| 6,150 |
|
| 6,089 |
|
| 6,088 |
| (7) |
Skyway Towers Intermediate LLC | Wireless Telecommunication Services | S + 6.37% | 12/22/28 |
| 3,850 |
|
| (38 | ) |
| (39 | ) | (7) (9) | |
Thor FinanceCo LLC (dba Harmoni Towers) | Wireless Telecommunication Services | 12.46% | S + 7.00% | 08/24/28 |
| 3,111 |
|
| 3,073 |
|
| 3,080 |
| (7) (8) |
Thor FinanceCo LLC (dba Harmoni Towers) | Wireless Telecommunication Services | S + 7.00% | 08/24/28 |
| 1,889 |
|
| (22 | ) |
| (19 | ) | (7) (8) (9) | |
Towerco IV Holdings, LLC | Wireless Telecommunication Services | 9.71% | S + 4.25% | 08/31/28 |
| 5,000 |
|
| 2,850 |
|
| 2,867 |
| (7) (8) (9) |
Total 1st Lien/Last-Out Unitranche |
|
|
|
|
|
|
| 108,517 |
|
| 106,430 |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
32
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Reference Rate | Maturity | Par(4) |
| Cost |
| Fair |
| Footnotes | |||
2nd Lien/Senior Secured Debt - 4.16% |
|
|
|
|
|
|
|
|
|
|
| |||
MPI Products LLC | Automobile Components |
| 07/15/25 | $ | 7,412 |
| $ | — |
| $ | — |
| (8) (12) | |
MPI Engineered Technologies, LLC | Automobile Components | 12.00% PIK | 07/15/25 |
| 18,283 |
|
| 16,741 |
|
| 14,809 |
| (8) (13) | |
Wine.com, LLC | Beverages | 17.38% | S + 12.00% PIK | 04/03/27 |
| 9,550 |
|
| 10,168 |
|
| 10,123 |
| (7) (8) (14) |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products | 10.00% PIK | 11/11/25 |
| 12,150 |
|
| 9,714 |
|
| 1,701 |
| (7) (8) (13) | |
Chase Industries, Inc. (dba Senneca Holdings) | Building Products |
| 05/11/26 |
| 15,511 |
|
| — |
|
| — |
| (7) (8) (12) | |
Animal Supply Intermediate, LLC | Distributors | 7.00% PIK | 11/14/25 |
| 10,470 |
|
| 9,031 |
|
| — |
| (8) (10) (13) | |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 |
| 17,000 |
|
| 16,290 |
|
| 16,915 |
| (7) (8) |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 |
| 13,890 |
|
| 13,715 |
|
| 13,821 |
| (7) (8) |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 |
| 4,939 |
|
| 4,846 |
|
| 4,914 |
| (7) (8) |
Genesis Acquisition Co. (dba ProCare Software) | Financial Services | 14.47% | S + 9.00% | 07/31/26 |
| 4,300 |
|
| 4,121 |
|
| 4,279 |
| (7) (8) |
Total 2nd Lien/Senior Secured Debt |
|
|
|
|
|
|
| 84,626 |
|
| 66,562 |
|
| |
Unsecured Debt - 1.60% |
|
|
|
|
|
|
|
|
|
|
| |||
Wine.com, Inc. | Beverages | 17.38% | S + 15.00% PIK | 04/03/27 | $ | 9,792 |
| $ | 14,741 |
| $ | 15,006 |
| (7) (8) |
Wine.com, Inc. | Beverages | S + 15.00% PIK | 04/03/27 |
| 7,494 |
|
| 3,019 |
|
| 3,279 |
| (7) (8) (13) | |
Wine.com, Inc. | Beverages | S + 15.00% PIK | 04/03/27 |
| 12,993 |
|
| — |
|
| — |
| (7) (8) (13) | |
Bayside Opco, LLC (dba Pro-PT) | Health Care Providers & Services | S + 10.00% PIK | 05/31/26 |
| 1,021 |
|
| 82 |
|
| 255 |
| (8) (13) | |
CivicPlus LLC | Software | 17.00% | S + 11.75% | 06/09/34 |
| 7,312 |
|
| 7,135 |
|
| 7,129 |
| (7) (8) |
Total Unsecured Debt |
|
|
|
|
|
|
| 24,977 |
|
| 25,669 |
|
| |
Total United States |
|
|
|
|
|
| $ | 3,298,005 |
| $ | 3,179,697 |
|
| |
Total Debt Investments |
|
|
|
|
|
| $ | 3,470,561 |
| $ | 3,346,088 |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
33
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Initial | Shares(4) |
| Cost |
| Fair |
| Footnotes | |||
Equity Securities - 4.27% |
|
|
|
|
|
|
|
|
|
| |||
Canada - 0.01% |
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 0.01% |
|
|
|
|
|
|
|
|
|
| |||
Prairie Provident Resources, Inc. | Oil, Gas & Consumable Fuels |
|
|
| 3,579,988 |
| $ | 9,237 |
| $ | 190 |
| (6) (12) |
Total Common Stock |
|
|
|
|
|
| 9,237 |
|
| 190 |
|
| |
Total Canada |
|
|
|
|
| $ | 9,237 |
| $ | 190 |
|
| |
Germany - 0.00% |
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 0.00% |
|
|
|
|
|
|
|
|
|
| |||
Kawa Solar Holdings Limited | Construction & Engineering |
| 08/17/16 |
| 1,399,556 |
| $ | — |
| $ | — |
| (6) (8) (10) (12) |
Total Common Stock |
|
|
|
|
|
| — |
|
| — |
|
| |
Preferred Stock - 0.00% |
|
|
|
|
|
|
|
|
|
| |||
Kawa Solar Holdings Limited | Construction & Engineering | 8.00% PIK | 10/25/16 |
| 86,937 |
| $ | 778 |
| $ | — |
| (6) (8) (10) (13) |
Total Preferred Stock |
|
|
|
|
|
| 778 |
|
| — |
|
| |
Total Germany |
|
|
|
|
| $ | 778 |
| $ | — |
|
| |
Singapore - 0.00% |
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 0.00% |
|
|
|
|
|
|
|
|
|
| |||
Conergy Asia & ME Pte. LTD. | Construction & Engineering |
| 01/11/21 |
| 3,126,780 |
| $ | 5,300 |
| $ | — |
| (6) (8) (10) (12) |
Total Common Stock |
|
|
|
|
|
| 5,300 |
|
| — |
|
| |
Total Singapore |
|
|
|
|
| $ | 5,300 |
| $ | — |
|
| |
United States - 4.26% |
|
|
|
|
|
|
|
|
|
| |||
Common Stock - 1.91% |
|
|
|
|
|
|
|
|
|
| |||
Elah Holdings, Inc. | Capital Markets |
| 05/09/18 |
| 111,650 |
| $ | 5,238 |
| $ | 5,396 |
| (7) (8) (10) (12) |
ATX Parent Holdings, LLC - Class A Units | Communications Equipment |
| 09/01/21 |
| 332 |
|
| 167 |
|
| 1,309 |
| (6) (8) (10) (12) |
Foundation Software - Class B | Construction & Engineering |
| 08/31/20 |
| 11,826 |
|
| — |
|
| 18 |
| (7) (8) (12) |
Animal Supply Holdings, LLC | Distributors |
| 08/14/20 |
| 37,500 |
|
| 126 |
|
| — |
| (8) (10) (12) |
Animal Supply Holdings, LLC | Distributors |
| 08/14/20 |
| 83,333 |
|
| 13,745 |
|
| — |
| (8) (10) (12) |
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) | Diversified Consumer Services |
| 07/06/22 |
| 1,100 |
|
| 1,100 |
|
| 1,921 |
| (7) (8) (10) (12) |
Whitewater Holding Company LLC | Diversified Consumer Services |
| 12/21/21 |
| 23,400 |
|
| 2,340 |
|
| 2,212 |
| (7) (8) (12) |
Iracore International Holdings, Inc. | Energy Equipment & Services |
| 04/13/17 |
| 28,898 |
|
| 7,003 |
|
| 6,764 |
| (8) (10) (12) |
Country Fresh Holding Company Inc. | Food Products |
| 04/29/19 |
| 1,514 |
|
| 888 |
|
| — |
| (7) (8) (12) |
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Class B | Health Care Providers & Services |
| 03/30/18 |
| 20,183 |
|
| 2,916 |
|
| 3,356 |
| (7) (8) (10) |
Collaborative Imaging Holdco, LLC (dba Texas Radiology Associates) - Performance Units | Health Care Providers & Services |
| 03/30/18 |
| 19,048 |
|
| 514 |
|
| 766 |
| (6) (7) (8) (10) |
PPT Management Holdings, LLC (dba Pro-PT) | Health Care Providers & Services |
| 05/31/23 |
| 1,293 |
|
| — |
|
| — |
| (8) (12) |
Total Vision LLC | Health Care Providers & Services |
| 07/15/21 |
| 122,571 |
|
| 2,270 |
|
| 2,223 |
| (7) (8) (12) |
MedeAnalytics, Inc. | Health Care Technology |
| 04/21/23 |
| 9 |
|
| — |
|
| — |
| (7) (8) (10) (12) |
Volt Bidco, Inc. (dba Power Factors) | Independent Power and Renewable Electricity Producers |
| 08/11/21 |
| 3,355 |
|
| 3,406 |
|
| 4,043 |
| (7) (8) (12) |
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) | Software |
| 03/10/21 |
| 29,326 |
|
| 2,933 |
|
| 2,503 |
| (7) (8) (12) |
Total Common Stock |
|
|
|
|
|
| 42,646 |
|
| 30,511 |
|
| |
Preferred Stock - 2.33% |
|
|
|
|
|
|
|
|
|
| |||
Wine.com, LLC | Beverages |
| 11/14/18 |
| 535,226 |
| $ | 8,225 |
| $ | — |
| (7) (8) (12) |
Wine.com, LLC | Beverages |
| 03/03/21 |
| 124,040 |
|
| 3,067 |
|
| — |
| (7) (8) (12) |
Foundation Software | Construction & Engineering |
| 08/31/20 |
| 22 |
|
| 21 |
|
| 30 |
| (7) (8) (12) |
MedeAnalytics, Inc. | Health Care Technology |
| 10/09/20 |
| — |
|
| — |
|
| — |
| (7) (8) (10) (12) (16) |
WSO2, Inc. | IT Services |
| 11/04/21 |
| 561,918 |
|
| 8,876 |
|
| 8,850 |
| (7) (8) (12) |
CloudBees, Inc. | Software |
| 11/24/21 |
| 1,152,957 |
|
| 12,899 |
|
| 15,600 |
| (7) (8) (12) |
Governmentjobs.com, Inc. (dba NeoGov) | Software |
| 12/02/21 |
| 10,597 |
|
| 10,332 |
|
| 12,816 |
| (7) (8) (12) |
Total Preferred Stock |
|
|
|
|
|
| 43,420 |
|
| 37,296 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
34
Goldman Sachs BDC, Inc.
Consolidated Schedule of Investments as of December 31, 2023 (continued)
(in thousands, except share and per share amounts)
Investment (1)(5) | Industry(2) | Interest | Initial | Shares(4) |
| Cost |
| Fair |
| Footnotes | |||
Warrants - 0.02% |
|
|
|
|
|
|
|
|
|
| |||
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products |
| 06/22/20 |
| 59 |
| $ | — |
| $ | — |
| (7) (8) (12) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products |
| 05/29/20 |
| 2,812 |
|
| — |
|
| — |
| (7) (8) (12) |
KDOR Holdings Inc. (dba Senneca Holdings) | Building Products |
| 05/29/20 |
| 294 |
|
| — |
|
| — |
| (7) (8) (12) |
CloudBees, Inc. | Software |
| 11/24/21 |
| 333,980 |
|
| 1,849 |
|
| 244 |
| (7) (8) (12) |
Total Warrants |
|
|
|
|
|
| 1,849 |
|
| 244 |
|
| |
Total United States |
|
|
|
|
| $ | 87,915 |
| $ | 68,051 |
|
| |
Total Equity Securities |
|
|
|
|
| $ | 103,230 |
| $ | 68,241 |
|
| |
Total Investments - 213.15% |
|
|
|
|
| $ | 3,573,791 |
| $ | 3,414,329 |
|
|
PIK – Payment-In-Kind
ADDITIONAL INFORMATION
Foreign currency forward contracts
Counterparty | Currency Purchased | Currency Sold | Settlement | Unrealized | ||
Bank of America, N.A. | USD 1,440 | GBP 1,322 | 10/04/24 | $ | (245 | ) |
Bank of America, N.A. | USD 3,648 | Euro 3,606 | 10/04/24 | (379 | ) | |
Bank of America, N.A. | USD 2,661 | GBP 2,161 | 01/15/26 | (102 | ) | |
$ | (726 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
35
Goldman Sachs BDC, Inc.
Notes to the Consolidated Financial Statements
(in thousands, except share and per share amounts)
(Unaudited)
Goldman Sachs BDC, Inc. (the “Company,” which term refers to either Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc. together with its consolidated subsidiaries, as the context may require) was initially established as Goldman Sachs Liberty Harbor Capital, LLC, a single member Delaware limited liability company (“SMLLC”), on September 26, 2012 and commenced operations on November 15, 2012 with The Goldman Sachs Group, Inc. (“GS Group Inc.”) as its sole member. On March 29, 2013, the Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”).Act. Effective April 1, 2013, the Company converted from a SMLLC to a Delaware corporation. In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2013.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien debt, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries.
On March 23, 2015, the Company completed its initial public offering (“IPO”) and the Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “GSBD”.“GSBD.”
The Company has formed wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain equity or equity-like investments in portfolio companies.
Basis of Presentation
The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.
Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2016,2023, included in the Company’s Annual Reportannual report on Form 10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2017.2024. The results for the three and nine months ended September 30, 2017March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.
Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, My-On BDC Blocker I, LLC, GSBD Blocker II, LLC, GSBD Wine I, LLC, GSBD Blocker III, LLC, GSBD Blocker IV, LLC, GSBD Blocker V, LLC, MMLC Blocker I, LLC, MMLC Blocker II, LLC, MMLC Wine I, LLC, and prior to its dissolution in February 2016, DDDS BL,MMLC Blocker III, LLC. All significant intercompany transactions and balances have been eliminated in consolidation.
14
The Company does not consolidate its equity interest in Senior Credit Fund, LLC (the “Senior Credit Fund”). For further description of the Company’s investment in the Senior Credit Fund, see Note 4 “Investments”.
Revenue Recognition
The Company records its investment transactions on a trade date basis.basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.
36
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. For the three and nine months ended September 30, 2017,income, for which the Company has earned $726 and $2,538, respectively, in prepayment premiums and $696 and $4,364, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts. For the three and nine months ended September 30, 2016, the Company earned $434 and $704, respectively, in prepayment premiums and $551 and $1,111, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.following:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Prepayment premiums |
| $ | — |
|
| $ | — |
|
Accelerated amortization of upfront loan origination fees and unamortized discounts |
| $ | 2,136 |
|
| $ | 224 |
|
Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another accountAccount (as defined below) managed by Goldman Sachs.the Investment Adviser.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.income.
Certain structuring fees, amendment fees, syndication fees and syndicationcommitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.
Acquisition Accounting
On October 12, 2020, the Company completed its merger (the “Merger”) with Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 11, 2020. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations—Related Issues. The consideration paid to GS MMLC’s stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “Purchase Discount”). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, the investments were marked to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on the Consolidated Statement of Operations. The Purchase Discount allocated to the loan investments acquired is amortized over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. Amortization income of the Purchase Discount for the three months ended March 31, 2024 and 2023 was $1,323 and $920. The Purchase Discount allocated to equity investments acquired is not amortized over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.
37
Non-Accrual Investments
Loans or debt securitiesInvestments are placed on non-accrual status when it is probable that principal, interest or interestdividends will not be collected according to the contractual terms. Accrued interest or dividends generally isare reversed when a loan or debt securityan investment is placed on non-accrual status. Interest or dividend payments received on non-accrual loans or debt securitiesinvestments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securitiesinvestments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if a loan or debt securityan investment has sufficient collateral value and is in the process of collection. As of September 30, 2017,March 31, 2024, the Company had twocertain investments held in eight portfolio companies on non-accrual status, which represented 3.4%3.3% and 1.5%1.6% of the total investments (excluding an investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $3)funds, if any) at amortized cost and at fair value, respectively.value. As of December 31, 2016,2023, the Company had twocertain investments held in 10 portfolio companies on non-accrual status, which represented 3.8%3.8% and 1.4%2.3% of the total investments (excluding an investmentinvestments in a money market fund managed by an affiliate of Group Inc. of $1)funds, if any) at amortized cost and at fair value, respectively.value.
Investments
Investments
The Company carries its investments in accordance with ASC Topic 820,Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the Investment Adviser, as the valuation designee ("Valuation Designee") designated by the board of directors of the Company (the “Board of Directors”) within or the meaning of“Board”), pursuant to Rule 2a-5 under the Investment Company Act.
15
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”
The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegateddesignated to the Investment Adviser day-to-day responsibilityresponsibilities for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adoptedapproved by the Board of Directors and adopted by the Valuation Designee, market quotations are generally used to assess the value of the investments for which market quotations are readily available.available (as defined in Rule 2a-5). The Investment Adviser obtains these market quotations from independent pricing services orsources. If market quotations are not readily available, the Investment Adviser prices securities at the bid prices obtained from at least two brokers or dealers, if available; otherwise, the Investment Adviser obtains prices from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing servicessources or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Board of Directors or Investment Adviser has a bona fide reason to believeValuation Designee believes any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adoptedapproved by the Board of Directors and adopted by the Valuation Designee, contemplate a multi-step valuation process conducted by the Investment Adviser each quarter and more frequently as needed. As the Valuation Designee, the Investment Adviser is primarily responsible for the valuation of the Company’s assets, subject to the oversight of the Board of Directors, as described below:
38
|
|
|
|
|
|
Money Market Funds
Investments in money market funds are valued at net asset value (“NAV”)NAV per share.share and are considered cash equivalents for the purposes of the management fee paid to the Investment Adviser. See Note 3 “Significant Agreements and Related Party Transactions.”
Cash
16
Cash
Cash consists of deposits held at a custodian bank. As of September 30, 2017March 31, 2024 and December 31, 2016,2023, the Company held $11,967an aggregate cash balance of $52,319 and $4,565, respectively,$52,363. Foreign currency of $3,779 and $3,586 (acquisition cost of $3,788 and $3,522) is included in cash.cash as of March 31, 2024 and December 31, 2023.
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into U.S. dollarsUSD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollarsUSD based upon currency exchange rates effective on the datelast business day of valuation;the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expense itemsexpenses denominated in foreign currencies are translated into U.S. dollarsUSD based upon currency exchange rates prevailing on the transaction dates.
The Company does not isolate thatthe portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investment transactions.investments. Fluctuations arising from the translation of non-investment assets and liabilities, if any, are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.
Foreign securities and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
39
Derivatives
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts is recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value, and records changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts in the Consolidated Statements of Operations.
Income Taxes
The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense and any income tax penalties under expenses in the Consolidated Statements of Operations.
The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the Company’s consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2013. So long as the Company maintains its status as a RIC, it will generally not be subjectrequired to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
To maintain its statustax treatment as a RIC, the Company must meet specified source-of-income and asset diversification requirements and timely distribute to its stockholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to stockholders. The Company will accrue excise tax on estimated undistributed taxable income as required. For the three and nine months ended September 30, 2017,March 31, 2024 and 2023, the Company accrued excise taxes of $383$1,074 and $1,116, respectively.$758. As of September 30, 2017, $1,079March 31, 2024, $1,778 of accrued excise taxes remained payable. For
Certain of the threeCompany’s consolidated subsidiaries are subject to U.S. federal and nine months ended September 30, 2016,state corporate-level income taxes. Income tax expense, if any, is included under the Company accrued excise taxesincome category for which it applies in the Consolidated Statements of $294 and $728, respectively.Operations.
40
Distributions
Distributions
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital in excess of par accumulated undistributed net investment income or accumulated net realized gain (loss),distributable earnings, as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its stockholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
17
The Company has adopted a voluntary dividend reinvestment plan (the “DRIP”) that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment planDRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. If the distribution is subject to withholding tax as described above, only the net after-tax amount will be reinvested in additional shares. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions and, for this purpose, stockholders receiving distributions in the form of stock will generally be treated as receiving distributions equal to the fair market value of the stock received through the plan; however, since their cash distributions will be reinvested, those stockholders will not receive cash with which to pay any applicable taxes. Due to regulatory considerations, GS Group Inc. has opted out of the dividend reinvestment plan,DRIP, and GS & Co. hashad also opted out of the dividend reinvestment planDRIP in respect of shares of the Company’s common stock acquired through itsthe 2022 10b5-1 plan. See Note 3 “Significant Agreements and Related Party Transactions”Plan (as defined below).
Deferred Financing and Debt Issuance Costs
Deferred financing and debt issuance costs consist of fees and expenses paid in connection with the closing of and amendments to the Company’s senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with SunTrust Bank, as administrative agent, and Bank of America, N.A., as syndication agent, and the offering of the Company’s 4.50% Convertible Notes due 2022 (the “Convertible Notes”). Theseborrowings. The aforementioned costs are amortized using the straight-line method over the respective term of the Revolving Credit Facility and Convertible Notes.each instrument’s term. Deferred financing costs related to the Revolving Credit Facilitya revolving credit facility are presented separately as an asset on the Company’s Consolidated Statements of Assets and Liabilities. Deferred debt issuance costs related to the Convertible Notesany notes are presented net against the outstanding debt balance on the Consolidated Statements of Assets and Liabilities.
Deferred Offering Costs
Offering costs consist of fees and expenses incurred in connection with equity offerings. Offering costs are charged against the proceeds from equity offerings when proceeds are received.
New Accounting Pronouncements
In November 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures.” This ASU requires enhanced disclosures about significant segment expenses. In addition, the ASU requires specific disclosures related to the title and position of the individual (or the name of the group or committee) identified as the Chief Operating Decision Maker (“CODM”); and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, under a retrospective approach. The Company records expenses relatedis assessing the impact of the new ASU on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to registration statement filingsIncome Tax Disclosures.” This ASU requires additional disaggregation of income taxes paid, specific rate reconciliation categories, and applicable offering costs as deferred offering costs. Todisaggregation within those categories if a defined quantitative threshold is met. The ASU is effective for annual periods beginning after December 15, 2024. The Company is assessing the extent such expenses relate to equity offerings, these expenses are charged as a reductionimpact of paid-in-capital upon each such offering.the new ASU on its consolidated financial statements.
41
Investment Management Agreement
The Company has entered into an investment management agreement (as amended and restated as of January 1, 2015, the(the “Investment Management Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.
Management Fee
The Company pays the Investment Adviser a management fee (the “Management Fee”), accrued and payable quarterly in arrears. The Management Fee is calculated at an annual rate of 1.50% (0.375%1.00% (0.25% per quarter) of the average valueof the values of the Company’s gross assets (excluding cash or cash equivalents (such as investments in money market funds), but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters (and, in the case of our first quarter, our gross assets as of such quarter-end).quarters. The Management Fee for any partial quarter will be appropriately prorated. The Investment Adviser waives a portion of its management fee payable by the Company in an amount equal to the management fees it earns as an investment adviser for any affiliated money market funds in which the Company invests.
For the three and nine months ended September 30, 2017,March 31, 2024 and 2023, Management Fees amounted to $4,369$8,732 and $13,181, respectively.$8,921. As of September 30, 2017, $4,369March 31, 2024, $8,732 remained payable. For the three and nine months ended September 30, 2016, Management Fees amounted to $4,292 and $12,606, respectively.
18
Incentive Fee
The incentive fee (the “Incentive Fee”) consists of two components that are determined independent of each other, with the result that one component may be payable even if the other is not. Effective as of January 1, 2015, theThe Incentive Fee is calculated as follows:
A portion of the Incentive Fee is based on income and a portion is based on capital gains, each as described below. The Investment Adviser is entitled to receive the Incentive Fee based on income if Ordinary Income (as defined below) exceeds a quarterly “hurdle rate” of 1.75%1.75%. For this purpose, the hurdle is computed by reference to the Company’s NAV and does not take into account changes in the market price of the Company’s common stock.
Beginning with the calendar quarter that commenced on January 1, 2015, theThe Incentive Fee based on income is determined and paid quarterly in arrears at the end of each calendar quarter by reference to the Company’s aggregate net investment income, as adjusted as described below, from the calendar quarter then ending and the eleven preceding calendar quarters (or if shorter, the number of quarters that have occurred since January 1, 2015) (such period the “Trailing Twelve Quarters”). The Incentive Fee based on capital gains is determined and paid annually in arrears at the end of each calendar year by reference to an “Annual Period,” which means the period beginning on January 1 of each calendar year and ending on December 31 of such calendar year or, in the case of the first and last year, the appropriate portion thereof.
The hurdle amount for the Incentive Fee based on income is determined on a quarterly basis and is equal to 1.75%1.75% multiplied by the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The hurdle amount is calculated after making appropriate adjustments for subscriptions (which includes all of the Company’s issuances of shares of its common stock, including issuances pursuant to its dividend reinvestment plan)DRIP) and distributions that occurred during the relevant Trailing Twelve Quarters. The Incentive Fee for any partial period will be appropriately prorated.
i. Quarterly Incentive Fee Based on Income
For the portion of the Incentive Fee based on income, the Company pays the Investment Adviser a quarterly Incentive Fee based on the amount by which (A) aggregate net investment income (“Ordinary Income”) in respect of the relevant Trailing Twelve Quarters exceeds (B) the hurdle amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount”.Amount.” Ordinary Income is net of all fees and expenses, including the Management Fee but excluding any Incentive Fee.
The Incentive Fee based on income for each quarter is determined as follows:
•
100%•
20%•
42
The amount of the Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter equals the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).
The Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap for any quarter is an amount equal to (a) 20%20% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters minus (b) the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters.
“Cumulative Net Return” means (x) the Ordinary Income in respect of the relevant Trailing Twelve Quarters minus (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no Incentive Fee based on income to the Investment Adviser for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the Incentive Fee based on income that is payable to the Investment Adviser for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an Incentive Fee based on income to the Investment Adviser equal to the Incentive Fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
19
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
For the three months ended March 31, 2024 and 2023, Incentive Fees based on income amounted to $10,882 and $22,302, and the Investment Adviser has voluntarily agreed to waive $0 and $1,986 of such Incentive Fees for the three months ended March 31, 2024 and 2023. As of March 31, 2024, $10,882 remained payable.
ii. Annual Incentive Fee Based on Capital Gains.
The portion of the Incentive Fee based on capital gains is calculated on an annual basis. For each Annual Period, the Company pays the Investment Adviser an amount equal to (A) 20%20% of the difference, if positive, of the sum of the Company’s aggregate realized capital gains, if any, computed net of the Company’s aggregate realized capital losses, if any, and the Company’s aggregate unrealized capital depreciation, in each case from April 1, 2013 until the end of such Annual Period minus (B) the cumulative amount of Incentive Fees based on capital gains previously paid to the Investment Adviser from April 1, 2013. For the avoidance of doubt, unrealized capital appreciation is excluded from the calculation in clause (A) above.
The Company accrues, but does not pay, a portion of the Incentive Fee based on capital gains with respect to net unrealized appreciation. Under GAAP, the Company is required to accrue an Incentive Fee based on capital gains that includes net realized capital gains and losses and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the accrual for the Incentive Fee based on capital gains, the Company considers the cumulative aggregate unrealized capital appreciation in the calculation, since an Incentive Fee based on capital gains would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative net realized capital gains and losses and aggregate cumulative net unrealized capital appreciation orand depreciation. If such amount is positive at the end of a period, then the Company records a capital gains incentive fee equal to 20%20% of such amount, minus the aggregate amount of actual Incentive Fees based on capital gains paid in all prior periods. If such amount is negative, then there is no accrual for such period. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three and nine months ended September 30, 2017, the Company incurred Incentive Fees based on income of $4,624March 31, 2024 and $9,595, respectively. As of September 30, 2017, $4,624 remained payable. For the three and nine months ended September 30, 2016, the Company incurred Incentive Fees based on income of $5,459 and $8,948, respectively. For the three and nine months ended September 30, 2017 and 2016,2023, the Company did notnot accrue or pay any Incentive Fees based on capital gains.
Administration and Custodian Fees
The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines to be commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).
For the three and nine months ended September 30, 2017,March 31, 2024 and 2023, the Company incurred expenses for services provided by the Administrator and the Custodian of $213$512 and $594, respectively.$514. As of September 30, 2017, $94March 31, 2024, $516 remained payable. For the three and nine months ended September 30, 2016, the Company incurred expenses for services provided by the Administrator and the Custodian of $212 and $633, respectively.
Transfer Agent Fees
Effective May 2, 2016, theThe Company has entered into a transfer agency and services agreement pursuant to which Computershare Trust Company, N.A. serves as the Company’s transfer agent (the “Transfer Agent”), dividend agent and registrar. From the IPO to May 1, 2016, State Street Bank and Trust Company served as the Transfer Agent and dividend agent. Prior to the IPO, GS & Co. was the Transfer Agent. For the three and nine months ended September 30, 2017,March 31, 2024 and 2023, the Company incurred expenses for services provided by the Transfer Agent of $6$7 and $14, respectively.$1. As of September 30, 2017, noneMarch 31, 2024, $4 remained payable. For the three and nine months ended September 30, 2016, the Company incurred expenses for services provided by the Transfer Agent
43
10b5-1 Plan
GS & Co. adopted a 10b5-1 plan (the “GS 10b5-1 Plan”) in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provided for the purchase by GS & Co. in the open market up to the lesser of (i) $25,000 in the aggregate of the Company’s common stock and (ii) such amount that would not bring its collective ownership (with Group Inc.) of the Company’s common stock over 19.9%. The GS 10b5-1 Plan expired on March 18, 2016. The GS 10b5-1 Plan required GS & Co. to purchase shares of the Company’s common stock when the market price per share was below the Company’s most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share). The purchase of shares by GS & Co. pursuant to the GS 10b5-1 Plan was intended to satisfy the conditions of Rules 10b5-1 and 10b-18 under the Exchange Act, and was otherwise subject to applicable law, including Regulation M. Under the GS 10b5-1 Plan, GS & Co. increased the volume of purchases made anytime the market price per share of the Company’s common stock declined below the most recently reported NAV per share, subject to volume restrictions. Purchases of the Company’s common stock by GS & Co. under the GS 10b5-1 Plan may have resulted in the price of the Company’s common stock being higher than the price that otherwise might have existed in the open market. For the period January 1, 2016 through March 18, 2016, GS & Co. purchased 432,638 shares of the Company’s common stock pursuant to the GS 10b5-1 Plan.
20
Common Stock Repurchase PlanPlans
In February 2015,November 2021, the Board of Directors approved and authorized a common10b5-1 stock repurchase plan (the “Company Repurchase Plan”"2022 10b5-1 Plan"), which authorized the Company’s purchase of up to $35,000 of its common stock in the open market during open trading periods. No repurchases were made pursuant to the Company Repurchase Plan which expired on March 18, 2016.
In February 2016, the Board of Directors authorizedprovided for the Company to repurchase up to $25,000$75,000 of shares of the Company’s common stock if the stock tradestraded below the most recently announced quarter-end NAV per share, (including any updates, corrections or adjustments publicly announced by the Company to any previously announced NAV per share), from March 18, 2016 to March 18, 2017, subject to certain limitations. In February 2017,The 2022 10b5-1 Plan became effective on August 17, 2022, commenced on September 16, 2022 and expired on August 17, 2023. The 2022 10b5-1 Plan was temporarily suspended in accordance with its terms in connection with the March Offering (as defined below) on March 1, 2023 and remained suspended until its termination on August 17, 2023.
Under the 2022 10b5-1 Plan, no purchases were permitted to be made if such purchases would cause the Company’s BoardDebt/Equity Ratio to exceed the lower of Directors renewed its authorization(a) 1.30 or (b) the Maximum Debt/Equity Ratio. In the 2022 10b5-1 Plan, “Debt/Equity Ratio” means the sum of debt on the Consolidated Statements of Assets and Liabilities and the total notional value of the stock repurchase plan to extendCompany’s unfunded commitments divided by net assets, as of the expiration to March 18, 2018.
In connection with this authorization,most recent reported financial statement end date, and “Maximum Debt/Equity Ratio” means the Company entered into a 10b5-1 plan (the “Company 10b5-1 Plan”). The Companysum of debt on the Consolidated Statements of Assets and Liabilities and committed uncalled debt divided by net assets, as of the most recent reported financial statement end date. Purchases under the 2022 10b5-1 Plan provides that purchases willwere required to be conducted on the open market on a programmatic basis in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act and will otherwise be subject toother applicable law, including Regulation M, which may prohibit purchases under certain circumstances. No purchases will be effected pursuant to the Company 10b5-1 Plan if such purchase would (i) cause the aggregate ownership of the Company’s outstanding common stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of such purchase) or (ii) cause the Company’s debt/equity ratio to exceed 0.75. The Company 10b5-1 Plan initially took effect on March 18, 2016 (with any purchases to commence after the opening of NYSE trading on March 21, 2016), was subsequently renewed and is scheduled to expire on March 18, 2018. Further, no purchases will be effected during the applicable restricted period under Regulation M as a result of an offering of securities laws.
Any repurchase by the Company or for a period of 60 days after the expiration of any overallotment option included in any common equity offering.
The Company’s repurchase of its common stock under the Companyany 10b5-1 Planplan or otherwise may result in the price of the Company’s common stock being higher than the price that otherwise might exist in the open market. For
Affiliates
GS Group Inc. owned 5.8% as of March 31, 2024 and 5.9% as of December 31, 2023 of the threeoutstanding shares of the Company’s common stock. The table below presents the Company’s affiliated investments:
|
| Beginning Fair Value Balance |
|
| Gross |
|
| Gross |
|
| Net Realized |
|
| Net Change in |
|
| Ending Fair Value Balance |
|
| Dividend, |
| |||||||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Goldman Sachs Financial Square Government Fund |
| $ | — |
|
| $ | 297,664 |
|
| $ | (297,165 | ) |
| $ | — |
|
| $ | — |
|
| $ | 499 |
|
| $ | 327 |
|
Animal Supply Holdings, LLC |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
ATX Networks Corp. |
|
| 6,437 |
|
|
| 118 |
|
|
| (55 | ) |
|
| — |
|
|
| (975 | ) |
|
| 5,525 |
|
|
| 185 |
|
Collaborative Imaging, LLC (dba Texas Radiology Associates) |
|
| 4,122 |
|
|
| — |
|
|
| (4,088 | ) |
|
| 658 |
|
|
| (692 | ) |
|
| — |
|
|
| 85 |
|
Conergy Asia & ME Pte. LTD |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Elah Holdings, Inc. |
|
| 5,396 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5,396 |
|
|
| — |
|
Iracore International Holdings, Inc. |
|
| 9,101 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 587 |
|
|
| 9,688 |
|
|
| 87 |
|
Kawa Solar Holdings Limited |
|
| 1,073 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (172 | ) |
|
| 901 |
|
|
| — |
|
MedeAnalytics, Inc. |
|
| 146 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2 |
|
|
| 148 |
|
|
| — |
|
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
|
| 16,144 |
|
|
| 207 |
|
|
| (27 | ) |
|
| — |
|
|
| 268 |
|
|
| 16,592 |
|
|
| 445 |
|
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
|
| — |
|
|
| 832 |
|
|
| — |
|
|
| — |
|
|
| 6 |
|
|
| 838 |
|
|
| 1 |
|
Total Non-Controlled Affiliates |
| $ | 42,419 |
|
| $ | 298,821 |
|
| $ | (301,335 | ) |
| $ | 658 |
|
| $ | (976 | ) |
| $ | 39,587 |
|
| $ | 1,130 |
|
Total Affiliates |
| $ | 42,419 |
|
| $ | 298,821 |
|
| $ | (301,335 | ) |
| $ | 658 |
|
| $ | (976 | ) |
| $ | 39,587 |
|
| $ | 1,130 |
|
For the Year Ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Bolttech Mannings, Inc. |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (22,366 | ) |
| $ | 22,366 |
|
| $ | — |
|
| $ | — |
|
Total Controlled Affiliates |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (22,366 | ) |
| $ | 22,366 |
|
| $ | — |
|
| $ | — |
|
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Goldman Sachs Financial Square Government Fund |
| $ | — |
|
| $ | 750,888 |
|
| $ | (750,888 | ) |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 638 |
|
Animal Supply Holdings, LLC |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
ATX Networks Corp. |
|
| 9,059 |
|
|
| 235 |
|
|
| (218 | ) |
|
| — |
|
|
| (2,639 | ) |
|
| 6,437 |
|
|
| 731 |
|
Collaborative Imaging, LLC (dba Texas Radiology Associates) |
|
| 4,926 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (804 | ) |
|
| 4,122 |
|
|
| 270 |
|
Conergy Asia & ME Pte. LTD |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Elah Holdings, Inc. |
|
| 5,396 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 5,396 |
|
|
| — |
|
Iracore International Holdings, Inc. |
|
| 8,635 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 466 |
|
|
| 9,101 |
|
|
| 341 |
|
Kawa Solar Holdings Limited |
|
| 1,283 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (210 | ) |
|
| 1,073 |
|
|
| — |
|
MedeAnalytics, Inc. |
|
| — |
|
|
| 142 |
|
|
| — |
|
|
| — |
|
|
| 4 |
|
|
| 146 |
|
|
| — |
|
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
|
| 11,692 |
|
|
| 3,909 |
|
|
| (108 | ) |
|
| — |
|
|
| 651 |
|
|
| 16,144 |
|
|
| 1,462 |
|
Total Non-Controlled Affiliates |
| $ | 40,991 |
|
| $ | 755,174 |
|
| $ | (751,214 | ) |
| $ | — |
|
| $ | (2,532 | ) |
| $ | 42,419 |
|
| $ | 3,442 |
|
Total Affiliates |
| $ | 40,991 |
|
| $ | 755,174 |
|
| $ | (751,214 | ) |
| $ | (22,366 | ) |
| $ | 19,834 |
|
| $ | 42,419 |
|
| $ | 3,442 |
|
44
Due to Affiliates
The Investment Adviser pays certain general and administrative expenses on behalf of the Company did not repurchase anyin the ordinary course of business. As of March 31, 2024 and December 31, 2023, there were $0 and $206 included within Accrued expenses and other liabilities that were paid by the Investment Adviser and its common stock pursuant toaffiliates on behalf of the Company 10b5-1 Plan or otherwise.Company.
Co-investment Activity
In certain circumstances, the Company can make negotiated co-investments pursuant to an exemptive order from the SEC permitting it to do so. On November 16, 2022, the SEC granted to the Investment Adviser, the BDCs advised by the Investment Adviser and certain other affiliated applicants exemptive relief on which the Company andexpects to rely to co-invest alongside certain other fundsclient accounts managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting(collectively with the Company, to do so. On January 4, 2017, the SEC granted GSAM,“Accounts”), which may include proprietary accounts of Goldman Sachs, Private Middle Market Credit LLC (“GS PMMC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLC”)in a manner consistent with the Company's investment objectives and strategies, certain Board-established criteria, the Companyconditions of such exemptive relief (“Exemptive Relief”and other pertinent factors (the “Relief”) that permits. Additionally, if the Company to co-invest with GS PMMC, GS MMLC and certainInvestment Adviser forms other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, in the future, the Company may co-invest alongside such other affiliates, subject to certain termscompliance with the Relief, applicable regulations and conditionsregulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in the Exemptive Relief.Company’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs. The GSAMGoldman Sachs Asset Management Private Credit Alternatives Team is comprisedcomposed of investment professionals dedicated to the Company’s investment strategy and to other funds that share a similar investment strategy with the Company, who areCompany. The Goldman Sachs Asset Management Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments,investments. The team works together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of
In addition, the ExemptiveCompany has filed an application to amend the Relief there could be significant overlapto permit the Company to participate in follow-on investments in the Company’s investmentCompany's existing portfolio and the investment portfolios of GS PMMC, GS MMLC and/or other funds establishedcompanies with certain affiliates covered by the GSAM Credit Alternatives TeamRelief if such affiliates, that could avail themselves ofare not BDCs or registered investment companies, did not have an investment in such existing portfolio company. There can be no assurance if and when the Exemptive Relief.
21
Affiliates
At September 30, 2017 and December 31, 2016, Group Inc. owned 16.16% and 17.85%, respectively, ofCompany will receive the outstanding shares of the Company’s common stock.amended exemptive order.
The Company’s investments in affiliates for the nine months ended September 30, 2017, were as follows:
Fair Value as of December 31, 2016 | Gross Additions(3) | Gross Reductions(4) | Net (Losses) | Change in Unrealized Gains/ (Losses) | Fair Value as of September 30, | Dividend, Income | Other Income | |||||||||||||||||||||||||
Controlled Affiliates | ||||||||||||||||||||||||||||||||
Senior Credit Fund, LLC(1) | $ | 78,394 | $ | 16,750 | $ | – | $ | – | $ | (30 | ) | $ | 95,114 | $ | 7,250 | $ | 1,096 | |||||||||||||||
Total Controlled Affiliates | $ | 78,394 | $ | 16,750 | $ | – | $ | – | $ | (30 | ) | $ | 95,114 | $ | 7,250 | $ | 1,096 | |||||||||||||||
Non-Controlled Affiliates | ||||||||||||||||||||||||||||||||
Goldman Sachs Financial Square Government Fund(2) | $ | 1 | $ | 253,829 | $ | (253,827 | ) | $ | – | $ | – | $ | 3 | $ | 20 | $ | – | |||||||||||||||
CB-HDT Holdings, Inc. | 18,510 | 184 | – | – | 1,254 | 19,948 | 284 | – | ||||||||||||||||||||||||
Conergy Asia Holdings, Ltd | – | 5,300 | – | – | (1,226 | ) | 4,074 | – | – | |||||||||||||||||||||||
Iracore International Holdings, Ltd | – | 10,392 | – | – | (790 | ) | 9,602 | 164 | – | |||||||||||||||||||||||
Kawa Solar Holdings Limited | 15,917 | 3,927 | (5,025 | ) | (2,495 | ) | (2,653 | ) | 9,671 | 1,072 | – | |||||||||||||||||||||
Prairie Provident Resources, Inc. | 2,178 | – | – | – | (1,047 | ) | 1,131 | – | – | |||||||||||||||||||||||
NTS Communications, Inc. | 47,498 | 5,225 | – | – | (3,480 | ) | 49,243 | 5,243 | 19 | |||||||||||||||||||||||
Total Non-Controlled Affiliates | $ | 84,104 | $ | 278,857 | $ | (258,852 | ) | $ | (2,495 | ) | $ | (7,942 | ) | $ | 93,672 | $ | 6,783 | $ | 19 | |||||||||||||
Total Affiliates | $ | 162,498 | $ | $295,607 | $ | (258,852 | ) | $ | (2,495 | ) | $ | (7,972 | ) | $ | 188,786 | $ | 14,033 | $ | 1,115 |
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|
|
The Company’s(excluding investments in affiliates for the year ended December 31, 2016, were as follows:
Fair Value as of December 31, 2015 | Gross Additions(4) | Gross Reductions(5) | Net Realized Gains/ (Losses) | Change in Unrealized Gains/ (Losses) | Fair Value as of 2016 | Dividend, Income | Other Income | |||||||||||||||||||||||||
Controlled Affiliates | ||||||||||||||||||||||||||||||||
Senior Credit Fund, LLC(1) | $ | 44,897 | $ | 31,425 | $ | – | $ | – | $ | 2,072 | $ | 78,394 | $ | 6,575 | $ | 2,212 | ||||||||||||||||
Total Controlled Affiliates | $ | 44,897 | $ | 31,425 | $ | – | $ | – | $ | 2,072 | $ | 78,394 | $ | 6,575 | $ | 2,212 | ||||||||||||||||
Non-Controlled Affiliates | ||||||||||||||||||||||||||||||||
Goldman Sachs Financial Square Government Fund(2) | $ | 10,117 | $ | 381,895 | $ | (392,011 | ) | $ | – | $ | – | $ | 1 | $ | 37 | $ | – | |||||||||||||||
CB-HDT Holdings, Inc. | – | 15,694 | – | – | 2,816 | 18,510 | 18 | – | ||||||||||||||||||||||||
Kawa Solar Holdings Limited | – | 15,931 | – | – | (14 | ) | 15,917 | 851 | – | |||||||||||||||||||||||
Prairie Provident Resources, Inc. (3) | 4,048 | – | – | – | (1,870 | ) | 2,178 | – | – | |||||||||||||||||||||||
NTS Communications, Inc. | – | 42,929 | – | – | 4,569 | 47,498 | 1,669 | 13 | ||||||||||||||||||||||||
Total Non-Controlled Affiliates | $ | 14,165 | $ | 456,449 | $ | (392,011 | ) | $ | – | $ | 5,501 | $ | 84,104 | $ | 2,575 | $ | 13 | |||||||||||||||
Total Affiliates | $ | 59,062 | $ | 487,874 | $ | (392,011 | ) | $ | – | $ | 7,573 | $ | 162,498 | $ | 9,150 | $ | 2,225 |
|
|
|
|
|
22
As of the dates indicated, the Company’s investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $3 and $1, respectively)funds, if any) consisted of the following:
September 30, 2017 | December 31, 2016 |
| March 31, 2024 |
| December 31, 2023 |
| |||||||||||||||||||||||||
Investment Type | Cost | Fair Value | Cost | Fair Value |
| Cost |
|
| Fair Value |
| Cost |
|
| Fair Value |
| ||||||||||||||||
1st Lien/Senior Secured Debt | $ | 359,269 | $ | 355,727 | $ | 436,896 | $ | 421,026 |
| $ | 3,261,817 |
|
| $ | 3,162,664 |
| $ | 3,209,938 |
|
| $ | 3,107,469 |
| ||||||||
1st Lien/Last-Out Unitranche | 303,874 | 274,409 | 329,455 | 310,254 |
|
| 161,071 |
|
|
| 158,514 |
| 148,067 |
|
|
| 144,743 |
| |||||||||||||
2nd Lien/Senior Secured Debt | 418,344 | 419,360 | 352,696 | 336,178 |
|
| 50,658 |
|
|
| 33,636 |
| 84,626 |
|
|
| 66,562 |
| |||||||||||||
Unsecured Debt | 3,300 | 3,300 | 3,115 | 3,115 |
|
| 29,176 |
|
|
| 20,550 |
| 27,930 |
|
|
| 27,314 |
| |||||||||||||
Preferred Stock | 11,750 | 12,415 | 11,123 | 11,833 |
|
| 44,322 |
|
|
| 38,002 |
| 44,198 |
|
|
| 37,296 |
| |||||||||||||
Common Stock | 26,126 | 18,362 | 11,633 | 6,490 |
|
| 53,754 |
|
|
| 26,501 |
| 57,183 |
|
|
| 30,701 |
| |||||||||||||
Investment Funds & Vehicles(1) | 94,342 | 95,114 | 77,592 | 78,394 | |||||||||||||||||||||||||||
Total Investments | $ | 1,217,005 | $ | 1,178,687 | $ | 1,222,510 | $ | 1,167,290 | |||||||||||||||||||||||
Warrants |
|
| 1,849 |
|
|
| 247 |
|
| 1,849 |
|
|
| 244 |
| ||||||||||||||||
Total |
| $ | 3,602,647 |
|
| $ | 3,440,114 |
| $ | 3,573,791 |
|
| $ | 3,414,329 |
|
|
As45
The industry composition of the Company’s portfolioinvestments as a percentage of fair value and net assets was as follows:
|
| March 31, 2024 |
|
| December 31, 2023 |
|
| ||||||||||
Industry |
| Fair Value |
|
| Net Assets |
|
| Fair Value |
|
| Net Assets |
|
| ||||
Software |
|
| 17.5 | % |
|
| 36.9 | % |
|
| 17.4 | % |
|
| 37.1 | % |
|
Health Care Providers & Services |
|
| 12.4 |
|
|
| 26.1 |
|
|
| 12.4 |
|
|
| 26.4 |
|
|
Professional Services |
|
| 9.6 |
|
|
| 20.3 |
|
|
| 9.9 |
|
|
| 21.1 |
|
|
Financial Services |
|
| 9.3 |
|
|
| 19.6 |
|
|
| 9.7 |
|
|
| 20.8 |
|
|
Health Care Technology |
|
| 8.5 |
|
|
| 17.9 |
|
|
| 8.4 |
|
|
| 18.0 |
|
|
Diversified Consumer Services |
|
| 5.2 |
|
|
| 10.9 |
|
|
| 5.1 |
|
|
| 10.9 |
|
|
IT Services |
|
| 5.0 |
|
|
| 10.6 |
|
|
| 5.0 |
|
|
| 10.6 |
|
|
Real Estate Mgmt. & Development |
|
| 4.6 |
|
|
| 9.8 |
|
|
| 4.8 |
|
|
| 10.3 |
|
|
Interactive Media & Services |
|
| 3.5 |
|
|
| 7.4 |
|
|
| 3.6 |
|
|
| 7.6 |
|
|
Health Care Equipment & Supplies |
|
| 3.2 |
|
|
| 6.8 |
|
|
| 2.4 |
|
|
| 5.1 |
|
|
Commercial Services & Supplies |
|
| 3.2 |
|
|
| 6.7 |
|
|
| 3.1 |
|
|
| 6.6 |
|
|
Chemicals |
|
| 2.1 |
|
|
| 4.5 |
|
|
| 2.1 |
|
|
| 4.6 |
|
|
Entertainment |
|
| 2.1 |
|
|
| 4.5 |
|
|
| 2.1 |
|
|
| 4.6 |
|
|
Hotels, Restaurants & Leisure |
|
| 1.7 |
|
|
| 3.6 |
|
|
| 1.7 |
|
|
| 3.7 |
|
|
Transportation Infrastructure |
|
| 1.5 |
|
|
| 3.1 |
|
|
| 1.5 |
|
|
| 3.1 |
|
|
Trading Companies & Distributors |
|
| 1.4 |
|
|
| 2.9 |
|
|
| 1.4 |
|
|
| 3.0 |
|
|
Independent Power and Renewable Electricity Producers |
|
| 1.4 |
|
|
| 2.9 |
|
|
| 1.4 |
|
|
| 2.9 |
|
|
Insurance |
|
| 1.1 |
|
|
| 2.3 |
|
|
| 1.1 |
|
|
| 2.3 |
|
|
Wireless Telecommunication Services |
|
| 1.1 |
|
|
| 2.3 |
|
|
| 0.7 |
|
|
| 1.6 |
|
|
Construction & Engineering |
|
| 1.1 |
|
|
| 2.3 |
|
|
| 1.1 |
|
|
| 2.3 |
|
|
Household Products |
|
| 1.0 |
|
|
| 2.0 |
|
|
| 1.0 |
|
|
| 2.1 |
|
|
Beverages |
|
| 0.6 |
|
|
| 1.3 |
|
|
| 0.8 |
|
|
| 1.8 |
|
|
Broadline Retail |
|
| 0.6 |
|
|
| 1.2 |
|
|
| 0.7 |
|
|
| 1.4 |
|
|
Automobile Components |
|
| 0.5 |
|
|
| 1.0 |
|
|
| 0.4 |
|
|
| 0.9 |
|
|
Pharmaceuticals |
|
| 0.4 |
|
|
| 0.9 |
|
|
| 0.4 |
|
|
| 0.9 |
|
|
Energy Equipment & Services |
|
| 0.3 |
|
|
| 0.6 |
|
|
| 0.3 |
|
|
| 0.6 |
|
|
Media |
|
| 0.3 |
|
|
| 0.6 |
|
|
| 0.3 |
|
|
| 0.6 |
|
|
Textiles, Apparel & Luxury Goods |
|
| 0.2 |
|
|
| 0.4 |
|
|
| 0.4 |
|
|
| 0.8 |
|
|
Communications Equipment |
|
| 0.2 |
|
|
| 0.3 |
|
|
| 0.2 |
|
|
| 0.4 |
|
|
Capital Markets |
|
| 0.1 |
|
|
| 0.3 |
|
|
| 0.2 |
|
|
| 0.3 |
|
|
Consumer Staples Distribution & Retail |
|
| 0.1 |
|
|
| 0.3 |
|
|
| 0.1 |
|
|
| 0.3 |
|
|
Leisure Products |
|
| 0.1 |
|
|
| 0.3 |
|
|
| 0.1 |
|
|
| 0.3 |
|
|
Building Products |
|
| 0.1 |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
Aerospace & Defense |
|
| — |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
Automobiles(1) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
Oil, Gas & Consumable Fuels(1) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
Specialty Retail |
|
| — |
| (1) |
| — |
| (1) |
| — |
|
|
| — |
|
|
Food Products(1) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
Distributors(1) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
Total |
|
| 100.0 | % |
|
| 210.8 | % |
|
| 100.0 | % |
|
| 213.2 | % |
|
The geographic composition of the Company’s investments at fair value was as follows:
Industry | September 30, 2017 | December 31, 2016 | ||||||
Software | 11.0 | % | 9.8 | % | ||||
Diversified Telecommunication Services | 8.2 | 8.0 | ||||||
Investment Funds & Vehicles | 8.1 | 6.7 | ||||||
Health Care Providers & Services | 6.8 | 3.2 | ||||||
Health Care Equipment & Supplies | 6.4 | 4.7 | ||||||
Distributors | 5.5 | 5.1 | ||||||
Real Estate Management & Development | 4.9 | 4.9 | ||||||
Electronic Equipment, Instruments & Components | 4.8 | 4.8 | ||||||
Household Products | 4.2 | 2.5 | ||||||
Professional Services | 3.8 | 4.8 | ||||||
Chemicals | 3.7 | – | ||||||
Media | 3.6 | 3.7 | ||||||
Aerospace & Defense | 3.2 | 3.1 | ||||||
Diversified Financial Services | 2.9 | – | ||||||
Machinery | 2.8 | 3.1 | ||||||
Food Products | 2.7 | 1.0 | ||||||
Specialty Retail | 2.5 | 2.6 | ||||||
Internet Software & Services | 2.3 | 8.3 | ||||||
Air Freight & Logistics | 2.1 | 3.8 | ||||||
Internet Catalog & Retail | 1.8 | – | ||||||
IT Services | 1.8 | – | ||||||
Auto Components | 1.7 | 1.7 | ||||||
Commercial Services & Supplies | 1.5 | 1.7 | ||||||
Construction & Engineering | 1.2 | 1.4 | ||||||
Leisure Equipment & Products | 0.9 | 0.9 | ||||||
Energy Equipment & Services | 0.8 | 0.6 | ||||||
Containers & Packaging | 0.7 | – | ||||||
Oil, Gas & Consumable Fuels | 0.1 | 0.2 | ||||||
Health Care Technology | – | 6.0 | ||||||
Building Products | – | 6.4 | ||||||
Computers & Peripherals | – | 1.0 | ||||||
Total | 100.0 | % | 100.0 | % |
Geographic |
| March 31, |
|
| December 31, |
|
| ||
United States |
|
| 95.1 | % |
|
| 95.1 | % |
|
Canada |
|
| 3.6 |
|
|
| 3.6 |
|
|
United Kingdom |
|
| 1.3 |
|
|
| 1.2 |
|
|
Germany |
|
| — |
| (1) |
| 0.1 |
|
|
Singapore (1) |
|
| — |
|
|
| — |
|
|
Total |
|
| 100.0 | % |
|
| 100.0 | % |
|
As46
Geographic | September 30, 2017 | December 31, 2016 | ||||||
United States | 98.8 | % | 98.5 | % | ||||
Germany | 0.8 | 1.3 | ||||||
Singapore | 0.3 | – | ||||||
Canada | 0.1 | 0.2 | ||||||
Total | 100.0 | % | 100.0 | % |
23
Senior Credit Fund, LLC
The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. The Company invests together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies. Each of the Company and Cal Regents are responsible for sourcing the Senior Credit Fund’s investments. Each of the Company and Cal Regents has a 50% economic ownership in the Senior Credit Fund and each has subscribed to fund $100,000. Except under certain circumstances, contributions to the Senior Credit Fund cannot be redeemed. The Senior Credit Fund is managed by a six member board of managers, on which the Company and Cal Regents have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. On July 31, 2017, the Company and Cal Regents, as members of the Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund to extend the investment period for the Senior Credit Fund from August 1, 2017 to November 1, 2017.
On December 19, 2016, SPV I entered into an amended and restated credit facility (as amended, the “Asset Based Facility”), which, consists of a revolving credit facility (the “SPV I Revolving Credit Facility”), a term loan facility (the “SPV I Term Loan Facility”) and a Class B loan facility (the “SPV I Class B Facility”), with various lenders. For the Asset Based Facility, Natixis, New York Branch (“Natixis”) serves as the facility agent, and State Street Bank and Trust Company serves as the collateral agent. The Asset Based Facility includes a maximum borrowing capacity of $400,000. The SPV I Revolving Credit Facility provided for borrowings in an aggregate amount up to $120,000 on a committed basis as of September 30, 2017. As of September 30, 2017, the SPV I Term Loan Facility consisted of a $240,000 fully drawn term loan and the SPV I Class B Facility consisted of a $40,000 fully drawn Class B loan. As of September 30, 2017 and December 31, 2016, the SPV I’s outstanding borrowings under the Asset Based Facility were $309,154 and $303,250, respectively.
The Senior Credit Fund had entered into a revolving credit facility (the “Subscription Facility”) with Versailles Assets LLC, as lender, and Natixis, as the facility agent. The Subscription Facility provided for borrowings in an aggregate amount up to $50,000 on a committed basis. The Senior Credit Fund’s obligations to Natixis and the lenders were secured by the unfunded subscriptions of the Company and Cal Regents, proceeds of such subscriptions and certain other assets. On September 30, 2016, the Senior Credit Fund paid in full all loans outstanding and the Subscription Facility was terminated. In connection thereof, the related documents governing the Subscription Facility were also terminated.
As of September 30, 2017 and December 31, 2016, the Company and Cal Regents had subscribed to fund and contributed the following to the Senior Credit Fund:
September 30, 2017 | December 31, 2016 | |||||||||||||||
Member | Subscribed to fund | Contributed | Subscribed to fund | Contributed | ||||||||||||
Company | $ | 100,000 | $ | 94,342 | $ | 100,000 | $ | 77,592 | ||||||||
Cal Regents | 100,000 | 94,342 | 100,000 | 77,592 | ||||||||||||
Total | $ | 200,000 | $ | 188,684 | $ | 200,000 | $ | 155,184 |
As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had total investments in senior secured debt at fair value of $471,530 and $479,526, respectively. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had no investments on non-accrual status. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had an investment in a money market fund managed by an affiliate of Group Inc. with a total fair value of $4,849 and $1,942, respectively. In addition, as of September 30, 2017, the Senior Credit Fund had eight unfunded commitments totaling $13,478 and as of December 31, 2016, the Senior Credit Fund had three unfunded commitments totaling $6,296.
Below is a summary of the Senior Credit Fund’s portfolio, excluding an investment in a money market fund managed by an affiliate of Group Inc., followed by a listing of the individual loans in the Senior Credit Fund’s portfolio as of September 30, 2017 and December 31, 2016:
As of | ||||||||
September 30, 2017 | December 31, 2016 | |||||||
Total senior secured debt(1) | $ | 490,871 | $ | 489,657 | ||||
Weighted average current interest rate on senior secured debt(2) | 7.0% | 6.6% | ||||||
Number of borrowers in the Senior Credit Fund | 34 | 37 | ||||||
Largest loan to a single borrower(1) | $ | 24,897 | $ | 24,618 |
|
|
24
Senior Credit Fund Portfolio as of September 30, 2017
Portfolio Company | Industry | Interest | Maturity | Par | Cost | Fair Value | ||||||||||||
1st Lien/Senior Secured Debt | ||||||||||||||||||
3SI Security Systems, Inc.(+++) | Commercial Services & Supplies | L + 6.25% (1.00% Floor) | 06/16/2023 | $ | 15,000 | $ | 14,784 | $ | 14,775 | |||||||||
A Place For Mom, Inc.(+++) | Diversified Consumer Services | L + 4.00% (1.00% Floor) | 08/10/2024 | 4,000 | 3,980 | 3,995 | ||||||||||||
Ansira Partners, Inc.(+++) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 8,662 | 8,583 | 8,575 | ||||||||||||
Ansira Partners, Inc.(+++) (1) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 1,271 | 693 | 692 | ||||||||||||
ASC Acquisition Holdings, LLC(+++) (2) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 10,828 | 10,734 | 10,720 | ||||||||||||
ASC Acquisition Holdings, LLC(1) (2) (3) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 3,750 | (38 | ) | (38 | ) | ||||||||||
ATX Networks Corp.(+++) | Communications Equipment | L + 6.00% (1.00% Floor) | 06/11/2021 | 16,555 | 16,419 | 16,306 | ||||||||||||
Badger Sportswear, Inc.(+++) | Textiles, Apparel & Luxury Goods | L + 4.50% (1.00% Floor) | 09/11/2023 | 14,850 | 14,720 | 14,776 | ||||||||||||
Crowne Group, LLC(+++) | Auto Components | L + 9.25% (1.00% Floor) | 05/26/2021 | 16,490 | 16,359 | 16,655 | ||||||||||||
CST Buyer Company(++++) | Diversified Consumer Services | L + 6.25% (1.00% Floor) | 03/01/2023 | 20,597 | 20,073 | 20,030 | ||||||||||||
CST Buyer Company(1) (3) | Diversified Consumer Services | L + 6.25% (1.00% Floor) | 03/01/2023 | 1,800 | (45 | ) | (50 | ) | ||||||||||
DBRS Limited(+++) | Capital Markets | L + 5.25% (1.00% Floor) | 03/04/2022 | 11,700 | 11,619 | 11,583 | ||||||||||||
DiscoverOrg, LLC(+) (2) | Software | L + 4.50% (1.00% Floor) | 08/25/2023 | 8,000 | 7,961 | 7,920 | ||||||||||||
FWR Holding Corporation(++++) | Hotels, Restaurants & Leisure | L + 6.00% (1.00% Floor) | 08/21/2023 | 9,103 | 8,878 | 8,875 | ||||||||||||
FWR Holding Corporation(+++) (1) | Hotels, Restaurants & Leisure | L + 6.00% (1.00% Floor) | 08/21/2023 | 1,175 | 294 | 294 | ||||||||||||
FWR Holding Corporation(1) (3) | Hotels, Restaurants & Leisure | L + 6.00% (1.00% Floor) | 08/21/2019 | 2,936 | (72 | ) | (73 | ) | ||||||||||
GK Holdings, Inc.(+++) | IT Services | L + 6.00% (1.00% Floor) | 01/20/2021 | 17,505 | 17,433 | 16,455 | ||||||||||||
HC Group Holdings III, Inc.(+++) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 04/07/2022 | 8,820 | 8,789 | 8,886 | ||||||||||||
Help/Systems, LLC(+++) | Software | L + 4.50% (1.00% Floor) | 10/08/2021 | 17,766 | 17,318 | 17,810 | ||||||||||||
Hygiena Borrower LLC(+++) | Life Sciences Tools & Services | L + 4.75% (1.00% Floor) | 08/26/2022 | 15,920 | 15,775 | 15,602 | ||||||||||||
Hygiena Borrower LLC(1) (3) | Life Sciences Tools & Services | L + 4.75% (1.00% Floor) | 08/26/2022 | 1,667 | (22 | ) | (33 | ) | ||||||||||
Jill Acquisition LLC(+++) | Textiles, Apparel & Luxury Goods | L + 5.00% (1.00% Floor) | 05/08/2022 | 14,035 | 13,948 | 13,907 | ||||||||||||
KMG Chemicals, Inc.(+) | Chemicals | L + 4.25% (1.00% Floor) | 06/15/2024 | 6,847 | 6,814 | 6,930 | ||||||||||||
Lattice Semiconductor Corporation(+) | Semiconductors & Semiconductor Equipment | L + 4.25% (1.00% Floor) | 03/10/2021 | 10,775 | 10,629 | 10,829 | ||||||||||||
Liquidnet Holdings, Inc.(+) | Capital Markets | L + 4.25% (1.00% Floor) | 07/15/2024 | 9,875 | 9,779 | 9,900 | ||||||||||||
Loar Group, Inc.(+) | Aerospace & Defense | L + 4.75% (1.00% Floor) | 01/12/2022 | 14,133 | 13,808 | 14,062 | ||||||||||||
MB Aerospace Holdings Inc.(+) | Aerospace & Defense | L + 5.50% (1.00% Floor) | 12/15/2022 | 15,729 | 15,603 | 15,689 | ||||||||||||
Netsmart Technologies, Inc.(+++) | Health Care Technology | L + 4.50% (1.00% Floor) | 04/19/2023 | 18,795 | 18,742 | 18,983 | ||||||||||||
Pomeroy Group LLC(+++++) | IT Services | L + 6.00% (1.00% Floor) | 11/30/2021 | 15,799 | 15,410 | 15,246 | ||||||||||||
Professional Physical Therapy(+++) | Health Care Providers & Services | L + 6.00% (1.00% Floor) | 12/16/2022 | 10,421 | 10,328 | 10,317 | ||||||||||||
RealD, Inc.(++) | Media | L + 7.50% (1.00% Floor) | 03/22/2021 | 16,703 | 16,572 | 16,577 | ||||||||||||
Research Now Group, Inc.(+++) | Professional Services | L + 4.50% (1.00% Floor) | 03/18/2021 | 9,435 | 9,338 | 9,388 | ||||||||||||
SciQuest, Inc.(+) | Internet Software & Services | L + 4.75% (1.00% Floor) | 07/28/2023 | 19,568 | 19,481 | 19,470 | ||||||||||||
Smarte Carte, Inc.(+++) | Air Freight & Logistics | L + 5.50% (1.00% Floor) | 08/30/2021 | 10,702 | 10,615 | 10,622 | ||||||||||||
SMS Systems Maintenance Services, Inc.(+) | IT Services | L + 5.00% (1.00% Floor) | 10/30/2023 | 14,888 | 14,819 | 14,478 | ||||||||||||
Stackpath, LLC(+++) | Internet Software & Services | L + 5.00% (1.00% Floor) | 02/03/2023 | 16,958 | 16,801 | 16,788 | ||||||||||||
Tronair Parent Inc.(+++) | Air Freight & Logistics | L + 4.75% (1.00% Floor) | 09/08/2023 | 13,860 | 13,740 | 13,721 | ||||||||||||
U.S. Acute Care Solutions, LLC(+++) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 05/14/2021 | 12,903 | 12,791 | 12,773 | ||||||||||||
VRC Companies, LLC(+) | Commercial Services & Supplies | L + 6.50% (1.00% Floor) | 03/31/2023 | 19,956 | 19,535 | 19,507 | ||||||||||||
VRC Companies, LLC(+++) (1) | Commercial Services & Supplies | L + 6.50% (1.00% Floor) | 03/31/2023 | 3,529 | 2,184 | 2,179 | ||||||||||||
VRC Companies, LLC(1) | Commercial Services & Supplies | P + 5.50% | 03/31/2022 | 1,412 | 748 | 745 | ||||||||||||
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| |||||||||||||||
Total 1st Lien/Senior Secured Debt | 445,920 | 445,866 | ||||||||||||||||
1st Lien/First-Out Unitranche | ||||||||||||||||||
Infogix, Inc.(+++) | Software | L + 5.00% (1.00% Floor) | 12/31/2021 | 9,653 | 9,579 | 9,629 | ||||||||||||
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Total 1st Lien/First-Out Unitranche | 9,579 | 9,629 | ||||||||||||||||
2nd Lien/Senior Secured Debt | ||||||||||||||||||
DiscoverOrg, LLC(+) (2) | Software | L + 8.50% (1.00% Floor) | 02/23/2024 | 10,500 | 10,346 | 10,395 | ||||||||||||
GK Holdings, Inc.(+++) | IT Services | L + 10.25% (1.00% Floor) | 01/20/2022 | 6,000 | 5,915 | 5,640 | ||||||||||||
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Total 2nd Lien/Senior Secured Debt | 16,261 | 16,035 | ||||||||||||||||
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Total Corporate Debt | 471,760 | 471,530 | ||||||||||||||||
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Yield | Shares | Cost | Fair Value | |||||||||||||||
Investments in Affiliated Money Market Fund | ||||||||||||||||||
Goldman Sachs Financial Square Government Fund - Institutional Shares | 0.91%(4) | 4,849,420 | $ | 4,849 | $ | 4,849 | ||||||||||||
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Total Investments in Affiliated Money Market Fund | 4,849 | 4,849 | ||||||||||||||||
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TOTAL INVESTMENTS | $ | 476,609 | $ | 476,379 | ||||||||||||||
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L – LIBOR
P – U.S. Prime Rate (which as of September 30, 2017 was 4.25%)
26
Senior Credit Fund Portfolio as of December 31, 2016
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||
1st Lien/Senior Secured Debt | ||||||||||||||||||
Affordable Care Holding Corp.(+++) | Health Care Providers & Services | L + 4.75% (1.00% Floor) | 10/22/2022 | $ | 4,950 | $ | 4,864 | $ | 4,950 | |||||||||
Ansira Partners, Inc.(1) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 8,727 | 8,640 | 8,640 | ||||||||||||
Ansira Partners, Inc.(1)(2) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 1,273 | – | – | ||||||||||||
ASC Acquisition Holdings, LLC(+++)(3) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 11,250 | 11,138 | 11,137 | ||||||||||||
ASC Acquisition Holdings, LLC(+++)(2)(3) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 3,750 | – | – | ||||||||||||
ATX Networks Corp.(+++) | Communications Equipment | L + 6.00% (1.00% Floor) | 06/11/2021 | 16,767 | 16,607 | 16,348 | ||||||||||||
Badger Sportswear, Inc.(+++) | Textiles, Apparel & Luxury Goods | L + 4.50% (1.00% Floor) | 09/11/2023 | 14,963 | 14,861 | 14,850 | ||||||||||||
ConvergeOne Holdings Corporation(+++)(4) | Communications Equipment | L + 5.38% (1.00% Floor) | 06/17/2020 | 17,401 | 17,261 | 17,314 | ||||||||||||
Crowne Group, LLC(+++) | Auto Components | L + 9.25% (1.00% Floor) | 05/26/2021 | 16,873 | 16,717 | 17,041 | ||||||||||||
DBRS Limited(+++) | Capital Markets | L + 5.25% (1.00% Floor) | 03/04/2022 | 11,790 | 11,697 | 10,729 | ||||||||||||
DiscoverOrg, LLC(+)(3) | Software | L + 4.25% (1.00% Floor) | 06/02/2020 | 7,147 | 7,121 | 7,075 | ||||||||||||
Edgewood Partners Insurance Center(+) | Insurance | L + 6.00% (1.00% Floor) | 03/16/2023 | 15,880 | 15,589 | 15,920 | ||||||||||||
Explorer Holdings, Inc.(+++) | Health Care Technology | L + 5.00% (1.00% Floor) | 05/02/2023 | 9,950 | 9,855 | 10,025 | ||||||||||||
GK Holdings, Inc.(+++) | IT Services | L + 5.50% (1.00% Floor) | 01/20/2021 | 17,640 | 17,555 | 17,464 | ||||||||||||
HC Group Holdings III, Inc.(+++) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 04/07/2022 | 8,888 | 8,852 | 8,510 | ||||||||||||
Help/Systems, LLC(+++) | Software | L + 5.25% (1.00% Floor) | 10/08/2021 | 17,955 | 17,407 | 17,910 | ||||||||||||
Imagine! Print Solutions, Inc.(+++) | Commercial Services & Supplies | L + 6.00% (1.00% Floor) | 03/30/2022 | 4,965 | 4,909 | 5,039 | ||||||||||||
Jill Acquisition LLC(+++) | Textiles, Apparel & Luxury Goods | L + 5.00% (1.00% Floor) | 05/08/2022 | 15,805 | 15,700 | 15,746 | ||||||||||||
Lattice Semiconductor Corporation(+++) | Semiconductors & Semiconductor Equipment | L + 4.25% (1.00% Floor) | 03/10/2021 | 11,986 | 11,803 | 11,956 | ||||||||||||
Liquidnet Holdings, Inc.(+)(4) | Capital Markets | L + 6.75% (1.00% Floor) | 05/22/2019 | 24,618 | 24,340 | 24,433 | ||||||||||||
Loar Group, Inc.(++) | Aerospace & Defense | L + 4.75% (1.00% Floor) | 01/12/2022 | 9,925 | 9,684 | 9,875 | ||||||||||||
MB Aerospace Holdings Inc.(+++) | Aerospace & Defense | L + 5.50% (1.00% Floor) | 12/15/2022 | 15,849 | 15,708 | 15,769 | ||||||||||||
Mister Car Wash, Inc.(1) | Automobiles | L + 4.25% (1.00% Floor) | 08/20/2021 | 6,650 | 6,600 | 6,658 | ||||||||||||
Mister Car Wash, Inc.(1)(2) | Automobiles | L + 4.25% (1.00% Floor) | 08/20/2021 | 1,333 | – | 12 | ||||||||||||
Netsmart Technologies, Inc.(+++) | Health Care Technology | L + 4.50% (1.00% Floor) | 04/19/2023 | 18,937 | 18,878 | 18,997 | ||||||||||||
Oasis Outsourcing Holdings, Inc.(+) | Diversified Financial Services | L + 4.75% (1.00% Floor) | 12/27/2021 | 3,979 | 3,970 | 3,989 | ||||||||||||
PGX Holdings, Inc.(+++)(4) | Professional Services | L + 5.25% (1.00% Floor) | 09/29/2020 | 13,578 | 13,510 | 13,552 | ||||||||||||
Playcore Wisconsin, Inc.(+++) | Leisure Equipment & Products | L + 4.25% (1.00% Floor) | 05/29/2020 | 18,000 | 17,820 | 17,820 | ||||||||||||
Pomeroy Group LLC(++++) | IT Services | L + 6.00% (1.00% Floor) | 11/30/2021 | 15,920 | 15,472 | 15,760 | ||||||||||||
Precyse Acquisition Corp.(+) | Health Care Technology | L + 5.50% (1.00% Floor) | 10/20/2022 | 7,469 | 7,369 | 7,553 | ||||||||||||
Professional Physical Therapy(+++) | Health Care Providers & Services | L + 6.00% (1.00% Floor) | 12/16/2022 | 10,500 | 10,395 | 10,395 | ||||||||||||
RealD, Inc.(++) | Media | L + 7.50% (1.00% Floor) | 03/22/2021 | 16,873 | 16,719 | 16,704 | ||||||||||||
Research Now Group, Inc.(+++) | Professional Services | L + 4.50% (1.00% Floor) | 03/18/2021 | 9,592 | 9,476 | 9,448 | ||||||||||||
SciQuest, Inc.(++++) | Internet Software & Services | L + 4.75% (1.00% Floor) | 07/28/2023 | 13,930 | 13,863 | 13,860 | ||||||||||||
Smarte Carte, Inc.(+++) | Air Freight & Logistics | L + 5.50% (1.00% Floor) | 08/30/2021 | 11,213 | 11,107 | 11,100 | ||||||||||||
Tronair Parent Inc.(+++) | Air Freight & Logistics | L + 4.75% (1.00% Floor) | 09/08/2023 | 13,860 | 13,762 | 13,721 | ||||||||||||
U.S. Acute Care Solutions, LLC(1) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 05/14/2021 | 13,000 | 12,870 | 12,870 | ||||||||||||
Veresen Midstream Limited Partnership(+++) | Energy Equipment & Services | L + 4.25% (1.00% Floor) | 03/31/2022 | 10,808 | 10,614 | 10,871 | ||||||||||||
Zep Inc.(+++) | Chemicals | L + 4.00% (1.00% Floor) | 06/27/2022 | 11,901 | 11,879 | 11,961 | ||||||||||||
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| |||||||||||||||
Total 1st Lien/Senior Secured Debt | 454,612 | 456,002 | ||||||||||||||||
1st Lien/First-Out Unitranche | ||||||||||||||||||
Infogix, Inc.(+++) | Software | L + 4.75% (1.00% Floor) | 12/31/2021 | 9,762 | 9,676 | 9,664 | ||||||||||||
|
|
|
| |||||||||||||||
Total 1st Lien/First-Out Unitranche | 9,676 | 9,664 |
27
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||
2nd Lien/Senior Secured Debt | ||||||||||||||||||
DiscoverOrg, LLC(+++)(3) | Software | L + 9.00% (1.00% Floor) | 02/10/2022 | $ | 8,000 | $ | 7,858 | $ | 7,860 | |||||||||
GK Holdings, Inc.(+++) | IT Services | L + 9.50% (1.00% Floor) | 01/20/2022 | 6,000 | 5,904 | 6,000 | ||||||||||||
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Total 2nd Lien/Senior Secured Debt | 13,762 | 13,860 | ||||||||||||||||
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| |||||||||||||||
Total Corporate Debt | 478,050 | 479,526 | ||||||||||||||||
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Yield | Shares | Cost | Fair Value | |||||||||||||||
Investments in Affiliated Money Market Fund | ||||||||||||||||||
Goldman Sachs Financial Square Government Fund | 0.45%(5) | 1,941,599 | $ | 1,942 | $ | 1,942 | ||||||||||||
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| |||||||||||||||
Total Investments in Affiliated Money Market Fund | 1,942 | 1,942 | ||||||||||||||||
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TOTAL INVESTMENTS | $ | 479,992 | $ | 481,468 | ||||||||||||||
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L – LIBOR
Below is selected balance sheet information for the Senior Credit Fund as of September 30, 2017 and December 31, 2016:
As of | ||||||||
September 30, 2017 | December 31, 2016 | |||||||
Selected Balance Sheet Information | ||||||||
Total investments, at fair value | $ | 476,379 | $ | 481,468 | ||||
Cash and other assets | 29,402 | 10,930 | ||||||
Total assets | $ | 505,781 | $ | 492,398 | ||||
Debt(1) | $ | 306,590 | $ | 300,574 | ||||
Other liabilities | 8,963 | 35,036 | ||||||
Total liabilities | $ | 315,553 | $ | 335,610 | ||||
Members’ equity | 190,228 | 156,788 | ||||||
Total liabilities and members’ equity | $ | 505,781 | $ | 492,398 |
|
28
Below is selected statements of operations information for the Senior Credit Fund for the three and nine months ended September 30, 2017 and 2016:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Selected Statements of Operations Information: | ||||||||||||||||
Total investment income | $ | 9,535 | $ | 6,905 | $ | 28,140 | $ | 18,220 | ||||||||
Expenses | ||||||||||||||||
Interest and other debt expenses | 3,482 | 2,308 | 10,132 | 6,582 | ||||||||||||
Excess loan origination and structuring fees | 350 | 1,109 | 1,096 | 1,712 | ||||||||||||
Professional fees | 176 | 90 | 485 | 297 | ||||||||||||
Administration and custodian fees | 103 | 81 | 299 | 240 | ||||||||||||
Other expenses | 36 | 26 | 88 | 52 | ||||||||||||
Total expenses | $ | 4,147 | $ | 3,614 | $ | 12,100 | $ | 8,883 | ||||||||
Total net income | 5,388 | 3,291 | 16,040 | 9,337 | ||||||||||||
Net realized gain (loss) on investments | 29 | – | 106 | – | ||||||||||||
Net change in unrealized appreciation (depreciation) on investments | (135 | ) | 1,829 | (1,706 | ) | 3,823 | ||||||||||
Net increase (decrease) in members’ equity | $ | 5,282 | $ | 5,120 | $ | 14,440 | $ | 13,160 |
Loan Origination and Structuring Fees
If the loan origination and structuring fees earned by the Senior Credit Fund (including directly or indirectly through SPV I or another vehicle) during a period exceed the Senior Credit Fund’s expenses (excluding interest and other debt expenses), such excess is paid as a fee to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by the Senior Credit Fund with respect to the loans originated by such Member. The loan origination and structuring fee is accrued quarterly and included in other income from controlled affiliated investments on the Consolidated Statements of Operations and paid annually. For the three and nine months ended September 30, 2017, the Company accrued income based on loan origination and structuring fees of $350 and $1,096, respectively. For the three and nine months ended September 30, 2016, the Company accrued income based on loan origination and structuring fees of $1,074 and $1,618, respectively.
The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Basis of Fair Value Measurement
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.
29
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 and Level 3 Instruments.
47
Level 2 Instruments | Valuation Techniques and Significant Inputs | ||
Equity and Fixed Income | The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments. Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. | ||
Derivative Contracts | Over-the-counter (“OTC”) derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence. |
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 3 Instruments.
Level 3 Instruments | Valuation Techniques and Significant Inputs | ||
Bank Loans, Corporate Debt, and Other Debt Obligations | Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. | ||
| |||
Equity | Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and
Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics,
|
The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of September 30, 2017March 31, 2024 and December 31, 2016.2023. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yielddiscount rate in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets and liabilities.
3048
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Level 3 Instruments |
| Fair Value(1)(2) |
| Valuation Techniques(3) | Significant Unobservable | Range of Significant | Weighted | |
As of March 31, 2024 |
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| |
Bank Loans, Corporate Debt, and Other Debt Obligations | ||||||||
1st Lien/Senior Secured Debt |
| $ | 2,905,289 |
| Discounted cash flows | Discount Rate | 8.7% - 52.4% | 12.4% |
|
| $ | 901 |
| Collateral analysis | Recovery Rate | — | 23.0% |
|
| $ | 52,252 |
| Comparable multiples | EV/Revenue | 0.4x - 2.8x | 2.0x |
1st Lien/Last-Out Unitranche |
| $ | 149,087 |
| Discounted cash flows | Discount Rate | 8.7% - 12.9% | 12.2% |
2nd Lien/Senior Secured Debt |
| $ | 27,538 |
| Discounted cash flows | Discount Rate | 17.5% - 20.5% | 19.3% |
|
| $ | 6,098 |
| Comparable multiples | EV/EBITDA(6) | 8.6x - 9.5x | 9.2x |
Unsecured Debt |
| $ | 19,123 |
| Discounted cash flows | Discount Rate | 17.3% - 20.8% | 19.1% |
|
| $ | 276 |
| Comparable multiples | EV/EBITDA(6) | — | 7.5x |
|
| $ | 1,151 |
| Comparable multiples | EV/Revenue | — | 0.3x |
Equity | ||||||||
Preferred Stock |
| $ | 13,307 |
| Comparable multiples | EV/EBITDA(6) | 10.0x - 31.2x | 31.0x |
|
| $ | 24,695 |
| Comparable multiples | EV/Revenue | 4.0x - 5.7x | 4.6x |
Common Stock |
| $ | 5,396 |
| Discounted cash flows | Discount Rate | — | 29.6% |
|
| $ | 16,877 |
| Comparable multiples | EV/EBITDA(6) | 3.5x - 17.5x | 9.0x |
|
| $ | 4,030 |
| Comparable multiples | EV/Revenue | — | 14.7x |
Warrants |
| $ | 247 |
| Comparable multiples | EV/Revenue | — | 4.0x |
As of December 31, 2023 |
|
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| |
Bank Loans, Corporate Debt, and Other Debt Obligations | ||||||||
1st Lien/Senior Secured Debt |
| $ | 2,744,907 |
| Discounted cash flows | Discount Rate | 8.8% - 31.8% | 11.6% |
|
| $ | 40,591 |
| Comparable multiples | EV/EBITDA(6) | — | 10.0x |
|
| $ | 1,073 |
| Collateral analysis | Recovery Rate | — | 27.4% |
|
| $ | 58,157 |
| Comparable multiples | EV/Revenue | 0.4x - 2.7x | 1.8x |
1st Lien/Last-Out Unitranche |
| $ | 125,245 |
| Discounted cash flows | Discount Rate | 8.9% - 12.6% | 12.3% |
2nd Lien/Senior Secured Debt |
| $ | 50,052 |
| Discounted cash flows | Discount Rate | 12.4% - 16.9% | 13.3% |
|
| $ | 1,701 |
| Comparable multiples | EV/EBITDA(6) | — | 8.3x |
|
| $ | 14,809 |
| Comparable multiples | EV/Revenue | — | 0.3x |
Unsecured Debt |
| $ | 17,905 |
| Discounted cash flows | Discount Rate | 15.8% - 20.3% | 18.7% |
|
| $ | 255 |
| Comparable multiples | EV/EBITDA(6) | — | 8.9x |
|
| $ | 9,154 |
| Comparable multiples | EV/Revenue | — | 0.4x |
Equity | ||||||||
Preferred Stock |
| $ | 12,846 |
| Comparable multiples | EV/EBITDA(6) | 13.7x - 31.2x | 31.1x |
|
| $ | 24,450 |
| Comparable multiples | EV/Revenue | 4.0x - 4.1x | 4.0x |
Common Stock |
| $ | 9,518 |
| Discounted cash flows | Discount Rate | 16.8% - 29.7% | 24.9% |
|
| $ | 16,950 |
| Comparable multiples | EV/EBITDA(6) | 3.8x - 17.5x | 9.2x |
|
| $ | 4,043 |
| Comparable multiples | EV/Revenue | — | 14.8x |
Warrants |
| $ | 244 |
| Comparable multiples | EV/Revenue | — | 4.0x |
49
31
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As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2017March 31, 2024 and December 31, 2016.2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates or market yields is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, respectively, in the fair value.
The following is a summary of the Company’s assets categorized within the fair value hierarchy as of September 30, 2017:hierarchy:
| March 31, 2024 |
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| December 31, 2023 |
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Assets | Level 1 | Level 2 | Level 3 | Total |
| Level 1 |
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| Level 2 |
|
| Level 3 |
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||||||||||||||||||
1st Lien/Senior Secured Debt | $ | – | $ | 20,100 | $ | 335,627 | $ | 355,727 |
| $ | — |
|
| $ | 62,848 |
|
| $ | 3,099,816 |
|
| $ | 3,162,664 |
|
| $ | — |
|
| $ | 70,504 |
|
| $ | 3,036,965 |
|
| $ | 3,107,469 |
| ||||||||
1st Lien/Last-Out Unitranche | – | – | 274,409 | 274,409 |
|
| — |
|
|
| — |
|
|
| 158,514 |
|
|
| 158,514 |
|
|
| — |
|
|
| — |
|
|
| 144,743 |
|
|
| 144,743 |
| ||||||||||||
2nd Lien/Senior Secured Debt | – | 88,793 | 330,567 | 419,360 |
|
| — |
|
|
| — |
|
|
| 33,636 |
|
|
| 33,636 |
|
|
| — |
|
|
| — |
|
|
| 66,562 |
|
|
| 66,562 |
| ||||||||||||
Unsecured Debt | – | – | 3,300 | 3,300 |
|
| — |
|
|
| — |
|
|
| 20,550 |
|
|
| 20,550 |
|
|
| — |
|
|
| — |
|
|
| 27,314 |
|
|
| 27,314 |
| ||||||||||||
Preferred Stock | – | – | 12,415 | 12,415 |
|
| — |
|
|
| — |
|
|
| 38,002 |
|
|
| 38,002 |
|
|
| — |
|
|
| — |
|
|
| 37,296 |
|
|
| 37,296 |
| ||||||||||||
Common Stock | – | 1,131 | 17,231 | 18,362 |
|
| 198 |
|
|
| — |
|
|
| 26,303 |
|
|
| 26,501 |
|
|
| 190 |
|
|
| — |
|
|
| 30,511 |
|
|
| 30,701 |
| ||||||||||||
Warrants |
|
| — |
|
|
| — |
|
|
| 247 |
|
|
| 247 |
|
|
| — |
|
|
| — |
|
|
| 244 |
|
|
| 244 |
| ||||||||||||||||
Affiliated Money Market Fund | 3 | – | – | 3 |
|
| 499 |
|
|
| — |
|
|
| — |
|
|
| 499 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||
Subtotal | $ | 3 | $ | 110,024 | $ | 973,549 | $ | 1,083,576 | ||||||||||||||||||||||||||||||||||||||||
Investments measured at NAV(1) | 95,114 | |||||||||||||||||||||||||||||||||||||||||||||||
Total assets | $ | 1,178,690 | ||||||||||||||||||||||||||||||||||||||||||||||
Total Assets |
| $ | 697 |
|
| $ | 62,848 |
|
| $ | 3,377,068 |
|
| $ | 3,440,613 |
|
| $ | 190 |
|
| $ | 70,504 |
|
| $ | 3,343,635 |
|
| $ | 3,414,329 |
| ||||||||||||||||
Unrealized appreciation (depreciation) on foreign currency forward contracts |
| $ | — |
|
| $ | (581 | ) |
| $ | — |
|
| $ | (581 | ) |
| $ | — |
|
| $ | (726 | ) |
| $ | — |
|
| $ | (726 | ) |
|
The following isbelow table presents a summary of the Company’s assets categorized within thechanges in fair value hierarchy as of December 31, 2016:
Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
1st Lien/Senior Secured Debt | $ | – | $ | 41,845 | $ | 379,181 | $ | 421,026 | ||||||||
1st Lien/Last-Out Unitranche | – | – | 310,254 | 310,254 | ||||||||||||
2nd Lien/Senior Secured Debt | – | 67,160 | 269,018 | 336,178 | ||||||||||||
Unsecured Debt | – | – | 3,115 | 3,115 | ||||||||||||
Preferred Stock | – | – | 11,833 | 11,833 | ||||||||||||
Common Stock | – | 2,178 | 4,312 | 6,490 | ||||||||||||
Affiliated Money Market Fund | 1 | – | – | 1 | ||||||||||||
Subtotal | $ | 1 | $ | 111,183 | $ | 977,713 | $ | 1,088,897 | ||||||||
Investments measured at NAV(1) | 78,394 | |||||||||||||||
Total assets | $ | 1,167,291 |
|
32
The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2017:by investment type:
Level 3 | Beginning Balance as of January 1, 2017 | Purchases(1) | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation)(2) | Sales and Settlements(1) | Net Discount | Transfers In | Transfers Out | Ending as of September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| Beginning Balance |
|
| Purchases |
|
| Net |
|
| Net Change in |
|
| Sales and |
|
| Net |
|
| Transfers |
|
| Transfers |
|
| Ending |
|
| Net Change |
| ||||||||||||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2024 | For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1st Lien/Senior Secured Debt | $ | 379,181 | $ | 109,367 | $ | (16,900 | ) | $ | 9,714 | $ | (149,519 | ) | $ | 3,784 | $ | – | $ | – | $ | 335,627 |
| $ | 3,036,965 |
|
| $ | 194,044 |
|
| $ | (17,646 | ) |
| $ | 3,536 |
|
| $ | (129,587 | ) |
| $ | 5,103 |
|
| $ | 35,222 |
|
| $ | (27,821 | ) |
| $ | 3,099,816 |
|
| $ | (7,715 | ) | ||||||||||||||||
1st Lien/Last-Out Unitranche | 310,254 | 44,550 | – | (10,265 | ) | (72,425 | ) | 2,295 | – | – | 274,409 |
|
| 144,743 |
|
|
| 12,908 |
|
|
| — |
|
|
| 767 |
|
|
| (103 | ) |
|
| 199 |
|
|
| — |
|
|
| — |
|
|
| 158,514 |
|
|
| 767 |
| |||||||||||||||||||||||||
2nd Lien/Senior Secured Debt | 269,018 | 290,608 | (23,565 | ) | 14,295 | (221,699 | ) | 1,910 | – | – | 330,567 |
|
| 66,562 |
|
|
| 5,060 |
|
|
| — |
|
|
| 1,042 |
|
|
| (40,129 | ) |
|
| 1,101 |
|
|
| — |
|
|
| — |
|
|
| 33,636 |
|
|
| 1,999 |
| |||||||||||||||||||||||||
Unsecured Debt | 3,115 | 185 | – | – | – | – | – | – | 3,300 |
|
| 27,314 |
|
|
| 1,596 |
|
|
| — |
|
|
| (8,010 | ) |
|
| — |
|
|
| (350 | ) |
|
| — |
|
|
| — |
|
|
| 20,550 |
|
|
| (8,010 | ) | |||||||||||||||||||||||||||
Preferred Stock | 11,833 | 628 | – | (46 | ) | – | – | – | – | 12,415 |
|
| 37,296 |
|
|
| 124 |
|
|
| — |
|
|
| 582 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 38,002 |
|
|
| 582 |
| ||||||||||||||||||||||||||
Common Stock | 4,312 | 14,493 | – | (1,574 | ) | – | – | – | – | 17,231 |
|
| 30,511 |
|
|
| — |
|
|
| 658 |
|
|
| (779 | ) |
|
| (4,087 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 26,303 |
|
|
| (86 | ) | ||||||||||||||||||||||||||
Total assets | $ | 977,713 | $ | 459,831 | $ | (40,465 | ) | $ | 12,124 | $ | (443,643 | ) | $ | 7,989 | $ | – | $ | – | $ | 973,549 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants |
|
| 244 |
|
|
| — |
|
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 247 |
|
|
| 3 |
| ||||||||||||||||||||||||||||||||||||
Total Assets |
| $ | 3,343,635 |
|
| $ | 213,732 |
|
| $ | (16,988 | ) |
| $ | (2,859 | ) |
| $ | (173,906 | ) |
| $ | 6,053 |
|
| $ | 35,222 |
|
| $ | (27,821 | ) |
| $ | 3,377,068 |
|
| $ | (12,460 | ) | ||||||||||||||||||||||||||||||||||||
For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1st Lien/Senior Secured Debt |
| $ | 3,050,929 |
|
| $ | 49,657 |
|
| $ | 5 |
|
| $ | (13,252 | ) |
| $ | (30,037 | ) |
| $ | 4,541 |
|
| $ | — |
|
| $ | (34,201 | ) |
| $ | 3,027,642 |
|
| $ | (14,587 | ) | ||||||||||||||||||||||||||||||||||||
1st Lien/Last-Out Unitranche |
|
| 116,230 |
|
|
| 588 |
|
|
| — |
|
|
| (1,336 | ) |
|
| (103 | ) |
|
| 305 |
|
|
| — |
|
|
| — |
|
|
| 115,684 |
|
|
| (1,336 | ) | ||||||||||||||||||||||||||||||||||||
2nd Lien/Senior Secured Debt |
|
| 89,573 |
|
|
| 491 |
|
|
| (35,383 | ) |
|
| 32,575 |
|
|
| — |
|
|
| 233 |
|
|
| — |
|
|
| — |
|
|
| 87,489 |
|
|
| (2,808 | ) | ||||||||||||||||||||||||||||||||||||
Unsecured Debt |
|
| 7,630 |
|
|
| 598 |
|
|
| — |
|
|
| (78 | ) |
|
| — |
|
|
| 3 |
|
|
| — |
|
|
| — |
|
|
| 8,153 |
|
|
| (78 | ) | ||||||||||||||||||||||||||||||||||||
Preferred Stock |
|
| 42,377 |
|
|
| — |
|
|
| — |
|
|
| 2,510 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 44,887 |
|
|
| 2,510 |
| ||||||||||||||||||||||||||||||||||||
Common Stock |
|
| 34,497 |
|
|
| — |
|
|
| (883 | ) |
|
| 2,043 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 35,657 |
|
|
| 1,160 |
| ||||||||||||||||||||||||||||||||||||
Warrants |
|
| 611 |
|
|
| — |
|
|
| — |
|
|
| (374 | ) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 237 |
|
|
| (374 | ) | ||||||||||||||||||||||||||||||||||||
Total Assets |
| $ | 3,341,847 |
|
| $ | 51,334 |
|
| $ | (36,261 | ) |
| $ | 22,088 |
|
| $ | (30,140 | ) |
| $ | 5,082 |
|
| $ | — |
|
| $ | (34,201 | ) |
| $ | 3,319,749 |
|
| $ | (15,513 | ) |
|
|
The following is a reconciliation
Level 3 | Beginning Balance as of January 1, 2016 | Purchases(1) | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation)(2) | Sales and Settlements(1) | Net Amortization of Premium/ Discount | Transfers In | Transfers Out | Ending as of | |||||||||||||||||||||||||||
1st Lien/Senior Secured Debt | $ | 362,331 | $ | 99,430 | $ | – | $ | 611 | $ | (80,300 | ) | $ | 1,050 | $ | – | $ | – | $ | 383,122 | |||||||||||||||||
1st Lien/Last-Out Unitranche | 305,727 | 53,379 | 123 | (11,375 | ) | (34,407 | ) | 999 | – | – | 314,446 | |||||||||||||||||||||||||
2nd Lien/Senior Secured Debt | 257,701 | 79,808 | (22,116 | ) | (6,762 | ) | (73,138 | ) | 1,368 | – | (16,800 | ) | 220,061 | |||||||||||||||||||||||
Preferred Stock | 24,872 | 10,686 | – | 1,454 | – | – | – | (4,791 | ) | 32,221 | ||||||||||||||||||||||||||
Common Stock | – | 2,395 | – | 4,443 | – | – | – | (4,446 | ) | 2,392 | ||||||||||||||||||||||||||
Total assets | $ | 950,631 | $ | 245,698 | $ | (21,993 | ) | $ | (11,629 | ) | $ | (187,845 | ) | $ | 3,417 | $ | – | $ | (26,037 | ) | $ | 952,242 |
|
|
Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the nine months ended September 30, 2017, there were no transfers between levels. For the nine months ended September 30, 2016, transfers from Level 3 to Level 2 were primarily due to increased price transparency.a decrease (increase) in the quantity and reliability of broker quotes obtained by the Investment Adviser.
50
Debt Not Carried at Fair Value
TheFair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, of the Revolving Credit Facility, which would be categorized as Level 3 within the fair value hierarchyand level would have been as of September 30, 2017 and December 31, 2016, approximates its carrying value. follows:
|
|
|
| As of |
| |||||
|
| Level |
| March 31, 2024 |
|
| December 31, 2023 |
| ||
Revolving Credit Facility |
| 3 |
| $ | 583,822 |
|
| $ | 972,241 |
|
2025 Notes |
| 2 |
| $ | 353,988 |
|
| $ | 352,800 |
|
2026 Notes |
| 2 |
| $ | 475,750 |
|
| $ | 476,450 |
|
2027 Notes |
| 2 |
| $ | 403,920 |
|
| $ | — |
|
The fair value of the Company’s Convertible Notes, which would be categorized as Level 2 within the fair value hierarchy, as of September 30, 2017 and December 31, 2016, was $118,809 and $116,006, respectively, based on broker quotes received by the Company.
In accordance with the Investment Company Act, with certain exceptions, the Company is only allowedpermitted to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 2 to 1150% after such borrowing.borrowing (if certain requirements are met). As of September 30, 2017March 31, 2024 and December 31, 2016,2023, the Company’s asset coverage ratio based on the aggregate borrowingsamount outstanding of senior securities was 2.63 to 1188% and 2.32 to 1, respectively.187%.
33
The Company’s outstanding debt as of September 30, 2017 and December 31, 2016 was as follows:
As of | ||||||||||||||||||||||||||||||||
September 30, 2017 | December 31, 2016 | |||||||||||||||||||||||||||||||
Aggregate Borrowing Amount Committed | Outstanding Borrowing | Amount Available | Carrying Value | Aggregate Borrowing Amount Committed | Outstanding Borrowing | Amount Available | Carrying Value | |||||||||||||||||||||||||
Revolving Credit Facility(1) | $ | 605,000 | $ | 332,750 | $ | 272,250 | $ | 332,750 | $ | 605,000 | $ | 387,750 | $ | 217,250 | $ | 387,750 | ||||||||||||||||
Convertible Notes(2) | 115,000 | 115,000 | – | 111,055 | 115,000 | 115,000 | – | 110,402 | ||||||||||||||||||||||||
Total Debt | $ | 720,000 | $ | 447,750 | $ | 272,250 | $ | 443,805 | $ | 720,000 | $ | 502,750 | $ | 217,250 | $ | 498,152 |
|
| As of |
| |||||||||||||||||||||
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||||||||||||||||||
|
| Aggregate |
|
| Amount |
|
| Carrying |
|
| Aggregate |
|
| Amount |
|
| Carrying |
| ||||||
Revolving Credit Facility(2) |
| $ | 1,695,000 |
|
| $ | 1,111,058 |
|
| $ | 583,822 |
|
| $ | 1,695,000 |
|
| $ | 724,081 |
|
| $ | 972,241 |
|
2025 Notes |
|
| 360,000 |
|
|
| — |
|
|
| 358,803 |
|
|
| 360,000 |
|
|
| — |
|
|
| 358,459 |
|
2026 Notes |
|
| 500,000 |
|
|
| — |
|
|
| 496,570 |
|
|
| 500,000 |
|
|
| — |
|
|
| 496,094 |
|
2027 Notes |
|
| 400,000 |
|
|
| — |
|
|
| 391,615 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total Debt |
| $ | 2,955,000 |
|
| $ | 1,111,058 |
|
| $ | 1,830,810 |
|
| $ | 2,555,000 |
|
| $ | 724,081 |
|
| $ | 1,826,794 |
|
|
|
The combined weighted average interest ratesrate of the aggregate borrowings outstanding for the ninethree months ended September 30, 2017March 31, 2024 was 5.41% and the year ended December 31, 2016 were 3.42%2023 was 5.31%. The combined weighted average debt of the aggregate borrowings outstanding for the three months ended March 31, 2024 was $1,864,904 and 2.65%, respectively.the year ended December 31, 2023 was $1,930,027.
51
Revolving Credit Facility
On September 19, 2013, the Company entered into a Revolvingsenior secured revolving credit agreement (as amended, the “Revolving Credit FacilityFacility”) with various lenders. SunTrustTruist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility.
On October 3, 2014, the The Company has amended and restated the Revolving Credit Facility on numerous occasions between October 3, 2014 and October 18, 2023.
The aggregate committed borrowing amount under the Revolving Credit Facility is $1,695,000. The Revolving Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to among other things: increase the aggregate borrowing amount on a committed basis, increase the total borrowing capacity extend the maturity date, and reduce the applicable margin of borrowings.
On January 16, 2015, the Company exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $535,000, on a committed basis.up to $2,542,500.
On March 27, 2015, the Company exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $560,000, on a committed basis.
On November 3, 2015, the Company amended the Revolving Credit Facility to, among other things:
increase the aggregate borrowing amount to $570,000 on a committed basis;
increase the total borrowing capacity to a maximum of $1,000,000;
extend the final maturity date to November 4, 2020; and
reduce the applicable margin of borrowings with respect to (i) any loan bearing interest at a rate determined by reference to the alternate base rate from 1.25% to 0.75% or 1.00%, subject to borrowing base conditions and (ii) any loan bearing interest at a rate determined by reference to the adjusted LIBOR rate from 2.25% to 1.75% or 2.00%, subject to borrowing base conditions.
On December 16, 2016, the Company further amended the Revolving Credit Facility to, among other things:
increase aggregate borrowing amount to $605,000 on a committed basis; and
extend the final maturity date to December 16, 2021.
Borrowings under the Revolving Credit Facility,denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either LIBOR(i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an applicable marginadditional 0.10% credit adjustment spread or (ii) an applicable margin plusalternative base rate, which is the higherhighest of (a) zero, (b) the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 0.5%1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or overnight LIBOR(z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple SONIA plus 1.0%.a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or daily simple SONIA) plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread. With respect to borrowings denominated in USD, the Company may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable quarterly in arrears.arrears on the applicable interest payment date as specified therein. The Company pays a fee of 0.375%0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certain lenders, which hold approximately 87% of total lending commitments, will mature, and all accrued and unpaid interest will be due and payable, on December 16, 2021.October 18, 2028. Any amounts borrowed under the Revolving Credit Facility with respect to remaining lenders, will mature, and all accrued and unpaid interest will be due and payable, on May 5, 2027.
The Revolving Credit Facility may be guaranteed by certain of the Company’s domestic subsidiaries, including any that are formed or acquired by the Company in the future (collectively, the “Guarantors”). The Senior Credit Fund is not a Guarantor of the Revolving Credit Facility.future. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
34
The Company’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the Company’s portfolio of investments and cash, with certain exceptions. The Revolving Credit Facility contains certain covenants, including: (i) maintaining a minimum stockholder’s equity of $478,513, subject to increase pending certain$800,000 plus 25% of net proceeds of the sale of equity sales,interests of the Company after February 25, 2020, (ii) maintaining ana minimum asset coverage ratio of at least 2 to 1,150%, (iii) maintaining a minimum liquidity testasset coverage ratio of at least 10%200% with respect to the consolidated assets (with certain limitations on the contribution of equity in financing subsidiaries as specified therein) of the coveredCompany and its subsidiary guarantors to the secured debt amount during any period when the adjusted covered debt balance is greater than 90% of the adjusted borrowing base, as defined in the Revolving Credit Facility,Company and its subsidiary guarantors, and (iv) complying with restrictions on industry concentrations in the Company’s investment portfolio. TheAs of March 31, 2024, the Company iswas in compliance with these covenants.
Costs of $9,716$33,254 were incurred in connection with obtaining and amending the Revolving Credit Facility, which have been recorded as deferred financing costs onin the Consolidated Statements of Assets and Liabilities and are being amortized over the life of the Revolving Credit Facility using the straight-line method. As of September 30, 2017March 31, 2024 and December 31, 2016,2023, the unamortized deferred financing costs were $5,107$14,134 and $6,018, respectively.$14,937.
The below table presents the summary information of the Revolving Credit Facility for the three and nine months ended September 30, 2017 and 2016 is as follows:Facility:
Three Months Ended September 30, | Nine Months Ended September 30, |
| For the Three Months Ended |
| ||||||||||||||||||||
2017 | 2016 | 2017 | 2016 |
| March 31, |
|
| March 31, |
| |||||||||||||||
Borrowing interest expense | $ | 2,746 | $ | 3,206 | $ | 7,997 | $ | 8,632 |
| $ | 16,698 |
|
| $ | 18,244 |
| ||||||||
Facility fees | 313 | 118 | 780 | 369 |
|
| 743 |
|
|
| 514 |
| ||||||||||||
Amortization of financing costs | 311 | 304 | 923 | 908 |
|
| 803 |
|
|
| 723 |
| ||||||||||||
Total | $ | 3,370 | $ | 3,628 | $ | 9,700 | $ | 9,909 |
| $ | 18,244 |
|
| $ | 19,481 |
| ||||||||
Weighted average interest rate | 3.30% | 2.55% | 3.06% | 2.50% |
|
| 7.36 | % |
|
| 6.45 | % | ||||||||||||
Average outstanding balance | $ | 330,265 | $ | 500,070 | $ | 349,395 | $ | 460,469 |
| $ | 912,596 |
|
| $ | 1,147,001 |
| ||||||||
|
|
|
|
|
|
Convertible Notes
52
2025 Notes
On October 3, 2016,February 10, 2020, the Company closed an offering of $115,000$360,000 aggregate principal amount of its 3.75% unsecured Convertiblenotes due 2025 (the "2025 Notes"). The 2025 Notes which includes $15,000 aggregate principal amountwere issued pursuant to an indenture between the initial purchasers’ exercise in full of an over-allotment option. Company and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The Convertible2025 Notes bear interest at a rate of 4.50%3.75% per year, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2017.semi-annually. The Convertible2025 Notes will mature on April 1, 2022, unless repurchasedFebruary 10, 2025and may be redeemed in whole or converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares ofpart at the Company’s common stock or a combination of cash and shares of the Company’s common stock, based on an initial conversion rate of 40.8397 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of the Company’s common stock on September 27, 2016. The Company will not have the right to redeem the Convertible Notes prior to maturity. The sale of the Convertible Notes generated net proceeds of approximately $110,900. The Company used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.
Holders may convert their notes at their option at any time prioror from time to time at the close of business on the business day immediately preceding October 1, 2021 only under the following circumstances: (1) during any calendar quarter commencing after December 31, 2016, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after October 1, 2021, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the occurrence or nonoccurrence of any of the foregoing circumstances.
35
The Convertible Notes are accounted for in accordance with ASC Topic 470-20,Debt with Conversion and Other Options. Upon conversion of any of the Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. The Company has determined that the embedded conversion optionsredemption prices set forth in the Convertible Notes are not required to be separately accounted for as derivatives under ASC Topic 815,Derivatives and Hedging. At the time of issuance the values of the debt and equity components of the Convertible Notes were approximately 99.4% and 0.6%, respectively.indenture.
The OID equal to the equity component of the Convertible Notes was recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. The Company records interest expense comprised of both stated interest and amortization of the OID. At the time of issuance, the equity component of the Convertible Notes was $743. Additionally, the issuance costs associated with the Convertible Notes were allocated to the debt and equity components in proportion to the allocation of the values at the time of issuance and accounted for as debt issuance costs and equity issuance costs, respectively.
As of September 30, 2017 and December 31, 2016,below table presents the components of the carrying value of the Convertible Notes were as follows:2025 Notes:
September 30, 2017 | December 31, 2016 | |||||||
Principal amount of debt | $ | 115,000 | $ | 115,000 | ||||
OID, net of accretion | 622 | 714 | ||||||
Unamortized debt issuance costs | 3,323 | 3,884 | ||||||
Carrying value | $ | 111,055 | $ | 110,402 | ||||
Stated interest rate | 4.50 | % | 4.50 | % | ||||
Effective interest rate (stated interest rate plus accretion of OID) | 4.61 | % | 4.60 | % |
|
| March 31, |
|
| December 31, |
| ||
Principal amount of debt |
| $ | 360,000 |
|
| $ | 360,000 |
|
Unamortized debt issuance costs |
|
| 1,197 |
|
|
| 1,541 |
|
Carrying Value |
| $ | 358,803 |
|
| $ | 358,459 |
|
For the three and nine months ended September 30, 2017 and 2016,
The below table presents the components of interest and other debt expenses related to the Convertible2025 Notes:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Borrowing interest expense |
| $ | 3,375 |
|
| $ | 3,375 |
|
Amortization of debt issuance costs |
|
| 344 |
|
|
| 341 |
|
Total |
| $ | 3,719 |
|
| $ | 3,716 |
|
2026 Notes
On November 24, 2020, the Company closed an offering of $500,000 aggregate principal amount of its 2.875% unsecured notes due 2026 (the "2026 Notes"). The 2026 Notes were issued pursuant to an indenture between the Company and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bear interest at a rate of 2.875% per year, payable semi-annually. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture.
The below table presents the components of the carrying value of the 2026 Notes:
|
| March 31, |
|
| December 31, |
| ||
Principal amount of debt |
| $ | 500,000 |
|
| $ | 500,000 |
|
Unamortized debt issuance costs |
|
| 3,430 |
|
|
| 3,906 |
|
Carrying Value |
| $ | 496,570 |
|
| $ | 496,094 |
|
The below table presents the components of interest and other debt expenses related to the 2026 Notes:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Borrowing interest expense |
| $ | 3,594 |
|
| $ | 3,595 |
|
Amortization of debt issuance costs |
|
| 476 |
|
|
| 472 |
|
Total |
| $ | 4,070 |
|
| $ | 4,067 |
|
2027 Notes
On March 11, 2024, the Company closed an offering of $400,000 aggregate principal amount of its 6.375% unsecured notes due 2027 (the "2027 Notes"). The 2027 Notes were issued pursuant to an indenture between the Company and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, commencing on September 11, 2024. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the indenture.
The below table presents the components of the carrying value of the 2027 Notes:
|
| March 31, |
|
| December 31, |
| ||
Principal amount of debt |
| $ | 400,000 |
|
| $ | — |
|
Unamortized debt issuance costs |
|
| 8,385 |
|
|
| — |
|
Carrying Value |
| $ | 391,615 |
|
| $ | — |
|
53
The below table presents the components of interest and other debt expenses related to the 2027 Notes:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Borrowing interest expense |
| $ | 1,417 |
|
| $ | — |
|
Amortization of debt issuance costs |
|
| 164 |
|
|
| — |
|
Total |
| $ | 1,581 |
|
| $ | — |
|
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included on the Consolidated Statements of Assets and Liabilities as other assets. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be in good standing and by monitoring the financial stability of those counterparties.
For the three months ended March 31, 2024 and 2023, the Company’s average USD notional exposure to foreign currency forward contracts was $7,749.
The Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements presented on the Consolidated Statements of Assets and Liabilities, all of which are with Bank of America, N.A., was as follows:
Three Months Ended September 30, 2017 | Three Months Ended September 30, 2016 | Nine Months Ended September 30, 2017 | Nine Months Ended September 30, 2016 | |||||||||||||
Borrowing interest expense | $ | 1,294 | N/A | $ | 3,881 | N/A | ||||||||||
Accretion of OID | 31 | N/A | 92 | N/A | ||||||||||||
Amortization of debt issuance costs | 189 | N/A | 562 | N/A | ||||||||||||
Total | $ | 1,514 | N/A | $ | 4,535 | N/A |
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
Gross Amount of Assets |
| $ | — |
|
| $ | — |
|
Gross Amount of Liabilities |
|
| (581 | ) |
|
| (726 | ) |
Net Amount of Assets or (Liabilities) |
| $ | (581 | ) |
| $ | (726 | ) |
Collateral (Received) Pledged (1) |
|
| 581 |
|
|
| 590 |
|
Net Amounts (2) |
| $ | — |
|
| $ | (136 | ) |
Commitments
The effect of transactions in derivative instruments on the Consolidated Statements of Operations was as follows:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Net realized gain (loss) on foreign currency forward contracts |
| $ | — |
|
| $ | — |
|
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts |
|
| 145 |
|
|
| (41 | ) |
Total net realized and unrealized gains (losses) on foreign currency forward contracts |
| $ | 145 |
|
| $ | (41 | ) |
54
Commitments
The Company may enter into investment commitments through executed credit agreements or commitment letters. In many circumstances for executed commitment letters, borrower acceptance and final terms are subject to fund investments.transaction-related contingencies. As of September 30, 2017,March 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The Company had the following unfunded commitments by investment typestypes:
|
| Unfunded Commitment Balances(1) |
| |||||
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
1st Lien/Senior Secured Debt |
|
|
|
|
|
| ||
1272775 B.C. LTD. (dba Everest Clinical Research) |
| $ | 1,260 |
|
| $ | 1,260 |
|
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings) |
|
| 122 |
|
|
| 305 |
|
Acquia, Inc. |
|
| 2,183 |
|
|
| 12,003 |
|
Admiral Buyer, Inc. (dba Fidelity Payment Services) |
|
| 3,740 |
|
|
| 9,650 |
|
Amspec Parent, LLC |
|
| 984 |
|
|
| 984 |
|
AQ Helios Buyer, Inc. (dba SurePoint) |
|
| 7,837 |
|
|
| 11,705 |
|
AQ Sunshine, Inc. (dba Relation Insurance) |
|
| 2,868 |
|
|
| 3,383 |
|
Arrow Buyer, Inc. (dba Archer Technologies) |
|
| 487 |
|
|
| 679 |
|
ASM Buyer, Inc. |
|
| 4,878 |
|
|
| 4,878 |
|
Assembly Intermediate LLC |
|
| 7,698 |
|
|
| 7,698 |
|
Bayside Opco, LLC (dba Pro-PT) |
|
| 415 |
|
|
| 415 |
|
Bigchange Group Limited |
|
| 3,262 |
|
|
| 3,059 |
|
Blast Bidco Inc. (dba Bazooka Candy Brands) |
|
| 522 |
|
|
| 522 |
|
BSI3 Menu Buyer, Inc (dba Kydia) |
|
| 13 |
|
|
| 38 |
|
Bullhorn, Inc. |
|
| 1,344 |
|
|
| 1,344 |
|
Businessolver.com, Inc. |
|
| 2,068 |
|
|
| 2,298 |
|
Capitol Imaging Acquisition Corp. |
|
| 180 |
|
|
| 180 |
|
Charger Debt Merger Sub, LLC (dba Classic Collision) |
|
| 77,663 |
|
|
| — |
|
Checkmate Finance Merger Sub, LLC |
|
| 3,140 |
|
|
| 3,140 |
|
Chronicle Bidco Inc. (dba Lexitas) |
|
| 32,753 |
|
|
| 3,089 |
|
Circustrix Holdings, LLC (dba SkyZone) |
|
| 807 |
|
|
| 806 |
|
CivicPlus LLC |
|
| 1,217 |
|
|
| 803 |
|
Clearcourse Partnership Acquireco Finance Limited |
|
| 7,482 |
|
|
| 7,556 |
|
Coding Solutions Acquisition, Inc. |
|
| 12,540 |
|
|
| 12,540 |
|
Computer Services, Inc. |
|
| 14,830 |
|
|
| — |
|
CorePower Yoga LLC |
|
| 1,687 |
|
|
| 1,687 |
|
Coretrust Purchasing Group LLC |
|
| 226 |
|
|
| 226 |
|
Crewline Buyer, Inc. (dba New Relic) |
|
| 363 |
|
|
| 363 |
|
CST Buyer Company (dba Intoxalock) |
|
| 77 |
|
|
| 78 |
|
Diligent Corporation |
|
| 1,736 |
|
|
| 1,426 |
|
ESO Solutions, Inc |
|
| 1,448 |
|
|
| 1,448 |
|
Experity, Inc. |
|
| 81 |
|
|
| 81 |
|
Formulations Parent Corporation (dba Chase Corp) |
|
| 835 |
|
|
| 835 |
|
Frontgrade Technologies Holdings Inc. |
|
| 250 |
|
|
| 250 |
|
Fullsteam Operations LLC |
|
| 41,711 |
|
|
| 14,488 |
|
Gainsight, Inc. |
|
| 2,736 |
|
|
| 2,736 |
|
GHA Buyer Inc. (dba Cedar Gate) |
|
| 1,880 |
|
|
| 1,880 |
|
GovDelivery Holdings, LLC (dba Granicus, Inc.) |
|
| 3,381 |
|
|
| 1,963 |
|
Governmentjobs.com, Inc. (dba NeoGov) |
|
| 17,662 |
|
|
| 17,662 |
|
GPS Phoenix Buyer, Inc. (dba Guidepoint) |
|
| 1,588 |
|
|
| 1,588 |
|
GS AcquisitionCo, Inc. (dba Insightsoftware) |
|
| 7,982 |
|
|
| 982 |
|
Harrington Industrial Plastics, LLC |
|
| 9,091 |
|
|
| 1,693 |
|
HealthEdge Software, Inc. |
|
| 3,800 |
|
|
| 3,800 |
|
Helios Buyer, Inc. (dba Heartland) |
|
| 2,363 |
|
|
| 2,363 |
|
Highfive Dental Holdco, LLC |
|
| 2,188 |
|
|
| 2,188 |
|
Honor HN Buyer, Inc |
|
| 6,476 |
|
|
| 6,476 |
|
HS4 AcquisitionCo, Inc. (dba HotSchedules & Fourth) |
|
| 1,535 |
|
|
| 1,535 |
|
iCIMS, Inc. |
|
| 12,841 |
|
|
| 12,875 |
|
Intelligent Medical Objects, Inc. |
|
| 2,992 |
|
|
| 3,311 |
|
Internet Truckstop Group, LLC (dba Truckstop) |
|
| 4,400 |
|
|
| 4,400 |
|
55
|
| Unfunded Commitment Balances(1) |
| |||||
|
| March 31, 2024 |
|
| December 31, 2023 |
| ||
iWave Information Systems, Inc. |
| $ | 438 |
|
| $ | 438 |
|
Kaseya Inc. |
|
| 1,858 |
|
|
| 1,858 |
|
Kene Acquisition, Inc. (dba Entrust) |
|
| 5,477 |
|
|
| — |
|
LCG Vardiman Black, LLC (dba Specialty Dental Brands) |
|
| 89 |
|
|
| — |
|
LS Clinical Services Holdings, Inc (dba CATO) |
|
| 1,973 |
|
|
| 1,340 |
|
MerchantWise Solutions, LLC (dba HungerRush) |
|
| 711 |
|
|
| 3,021 |
|
Millstone Medical Outsourcing, LLC |
|
| 1,811 |
|
|
| 2,217 |
|
MRI Software LLC |
|
| 1,612 |
|
|
| 1,612 |
|
NAVEX TopCo, Inc. |
|
| 810 |
|
|
| 810 |
|
Ncontracts, LLC |
|
| 1,875 |
|
|
| 1,973 |
|
NFM & J, L.P. (dba the Facilities Group) |
|
| 2,867 |
|
|
| 2,992 |
|
Northstar Acquisition HoldCo, LLC (dba n2y) |
|
| 34,605 |
|
|
| — |
|
Onyx CenterSource, Inc. |
|
| 698 |
|
|
| 698 |
|
PDDS Holdco, Inc. (dba Planet DDS) |
|
| 2,833 |
|
|
| 3,988 |
|
Pioneer Buyer I, LLC |
|
| 4,300 |
|
|
| 4,300 |
|
PlanSource Holdings, Inc. |
|
| 7,824 |
|
|
| 7,824 |
|
Premier Care Dental Management, LLC |
|
| 3,052 |
|
|
| 2,645 |
|
Project Accelerate Parent, LLC (dba ABC Fitness) |
|
| 1,875 |
|
|
| — |
|
Prophix Software Inc. (dba Pound Bidco) |
|
| 5,104 |
|
|
| 5,104 |
|
Recochem, Inc |
|
| 2,388 |
|
|
| 2,441 |
|
Recorded Books Inc. (dba RBMedia) |
|
| 294 |
|
|
| 749 |
|
Riverpoint Medical, LLC |
|
| 3,070 |
|
|
| 3,070 |
|
Rodeo Buyer Company (dba Absorb Software) |
|
| 3,387 |
|
|
| 3,387 |
|
Rubrik, Inc. |
|
| 3,168 |
|
|
| 4,320 |
|
Singlewire Software, LLC |
|
| 129 |
|
|
| 129 |
|
Smarsh, Inc. |
|
| 4,333 |
|
|
| 5,000 |
|
Southeast Mechanical, LLC (dba. SEM Holdings, LLC) |
|
| 5,225 |
|
|
| 5,415 |
|
SpendMend, LLC |
|
| 199 |
|
|
| 210 |
|
StarCompliance Intermediate, LLC |
|
| 775 |
|
|
| 1,025 |
|
Sundance Group Holdings, Inc. (dba NetDocuments) |
|
| 2,463 |
|
|
| 2,463 |
|
Sunstar Insurance Group, LLC |
|
| 3,423 |
|
|
| 3,448 |
|
Superior Environmental Solutions |
|
| 840 |
|
|
| 880 |
|
Superman Holdings, LLC (dba Foundation Software) |
|
| 1,074 |
|
|
| 1,074 |
|
Sweep Purchaser LLC |
|
| 4,541 |
|
|
| 92 |
|
The Center for Orthopedic and Research Excellence, Inc. (dba HOPCo) |
|
| 2,967 |
|
|
| 4,450 |
|
Total Vision LLC |
|
| 1,894 |
|
|
| 1,895 |
|
Trader Corporation |
|
| 18 |
|
|
| 18 |
|
UP Acquisition Corp. (dba Unified Power) |
|
| 1,902 |
|
|
| 1,902 |
|
USA DeBusk, LLC |
|
| 14,873 |
|
|
| — |
|
USN Opco LLC (dba Global Nephrology Solutions) |
|
| 961 |
|
|
| 961 |
|
VASA Fitness Buyer, Inc. |
|
| 714 |
|
|
| 833 |
|
Volt Bidco, Inc. (dba Power Factors) |
|
| 5,437 |
|
|
| 5,727 |
|
VRC Companies, LLC (dba Vital Records Control) |
|
| 944 |
|
|
| 944 |
|
WebPT, Inc. |
|
| 1,654 |
|
|
| 2,401 |
|
Wellness AcquisitionCo, Inc. (dba SPINS) |
|
| 6,000 |
|
|
| 6,600 |
|
Whitewater Holding Company LLC |
|
| 536 |
|
|
| 2,391 |
|
WorkForce Software, LLC |
|
| 1,894 |
|
|
| 1,894 |
|
Xactly Corporation |
|
| 3,874 |
|
|
| 3,874 |
|
Zarya Intermediate, LLC (dba iOFFICE) |
|
| 7,987 |
|
|
| 1,141 |
|
Zeus Company, Inc. |
|
| 7,994 |
|
|
| — |
|
DECA Dental Holdings LLC |
|
| — |
|
|
| 228 |
|
One GI LLC |
|
| — |
|
|
| 3,610 |
|
Pluralsight, Inc |
|
| — |
|
|
| 1,137 |
|
Total 1st Lien/Senior Secured Debt |
| $ | 494,392 |
|
| $ | 289,198 |
|
1st Lien/Last-Out Unitranche |
|
|
|
|
|
| ||
EDB Parent, LLC (dba Enterprise DB) |
| $ | 3,552 |
|
| $ | 4,151 |
|
EIP Consolidated, LLC (dba Everest Infrastructure) |
|
| 2,792 |
|
|
| 3,745 |
|
K2 Towers III, LLC |
|
| 1,682 |
|
|
| 2,606 |
|
Skyway Towers Intermediate LLC |
|
| 3,700 |
|
|
| 3,850 |
|
Tarpon Towers II LLC |
|
| 5,423 |
|
|
| — |
|
Thor FinanceCo LLC (dba Harmoni Towers) |
|
| 1,889 |
|
|
| 1,889 |
|
Towerco IV Holdings, LLC |
|
| 1,229 |
|
|
| 2,083 |
|
Total 1st Lien/Last-Out Unitranche |
| $ | 20,267 |
|
| $ | 18,324 |
|
Total |
| $ | 514,659 |
|
| $ | 307,522 |
|
56
September 30, 2017 | December 31, 2016 | |||||||||||||||||||||||
Commitment Expiration Date(1) | Unfunded Commitment(2) | Fair Value(3) | Commitment Expiration Date(1) | Unfunded Commitment(2) | Fair Value(3) | |||||||||||||||||||
1st Lien/Senior Secured Debt | ||||||||||||||||||||||||
Continuum Managed Services LLC | 06/08/2019 | $ | 1,800 | $ | (49 | ) | – | $ | – | $ | – | |||||||||||||
Legacy Buyer Corp. | 10/24/2019 | 2,500 | (50 | ) | 10/24/2019 | 800 | (28 | ) | ||||||||||||||||
Elemica, Inc. | 07/07/2021 | 6,000 | (105 | ) | 07/07/2021 | 6,000 | (135 | ) | ||||||||||||||||
Netvoyage Corporation | 03/24/2022 | 654 | (11 | ) | – | – | – | |||||||||||||||||
Continuum Managed Services LLC | 06/08/2022 | 2,220 | (61 | ) | – | – | – | |||||||||||||||||
Xactly Corporation | 07/29/2022 | 1,697 | (34 | ) | – | – | – | |||||||||||||||||
Total 1st Lien/Senior Secured Debt | 14,871 | (310 | ) | 6,800 | (163 | ) | ||||||||||||||||||
Total | $ | 14,871 | $ | (310 | ) | $ | 6,800 | $ | (163 | ) |
|
|
|
Contingencies
36
Contingencies
In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
9. NET ASSETS
Equity Issuances
At-the-market (“ATM”) Offering
The Company may from time to time issue and sell shares of its common stock through public or ATM offerings.
On May 24, 2017,26, 2022, the Company entered into (i) an equity distribution agreement by and among the Company, GSAM and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by and among the Company, GSAM and SMBC Nikko Securities America, Inc. (“SMBC”). The equity distribution agreements with Truist and SMBC described in the preceding sentence are collectively referred to herein as the “2022 Equity Distribution Agreements.” On and effective August 1, 2023, the Company terminated the 2022 Equity Distribution Agreements in accordance with their respective terms.
The 2022 Equity Distribution Agreements provided that the Company could, from time to time, issue and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $200,000, through Truist and SMBC, or to them as principal for their own respective accounts. Sales of the shares, if any, would have been made in negotiated transactions or transactions that were deemed to be an ATM offering as defined in Rule 415(a)(4) under the Securities Act including sales made directly on or through the New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices, sales made through any other existing trading market or electronic communications network, or by any other method permitted by law, including but not limited to privately negotiated transactions, which may have included block trades, as the Company and Truist or SMBC agreed. Truist and SMBC were each entitled to receive a commission from the Company of up to 1.00% of the gross sales price of any shares sold through or to Truist or SMBC under the 2022 Equity Distribution Agreements.
On November 15, 2023, the Company entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among the Company, GSAM and Truist.
The 2023 Equity Distribution Agreement provides that the Company may, from time to time, issue and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $200,000, through Truist, or to Truist as principal for its own account. Sales of the shares, if any, may be made in negotiated transactions or transactions that were deemed to be an ATM offering as defined in Rule 415(a)(4) under the Securities Act including sales made directly on or through the New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices, sales made through any other existing trading market or electronic communications network, or by any other method permitted by law, including but not limited to privately negotiated transactions, which may include block trades, as the Company and Truist may agree. Truist will receive a commission from the Company of up to 1.00% of the gross sales price of any shares sold through or to Truist under the 2023 Equity Distribution Agreement.
In connection with the issuance of its common stock, the Company issued and sold the following shares of common stock through ATM offerings:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Gross Proceeds |
| $ | 36,935 |
|
| $ | — |
|
Underwriting/Offering Expenses |
|
| (900 | ) |
|
| — |
|
Net Proceeds |
| $ | 36,035 |
|
| $ | — |
|
Number of Shares Issued |
|
| 2,420,635 |
|
|
| — |
|
Average Sales Price per Share |
| $ | 15.26 |
|
| $ | — |
|
Follow-on Offering
On March 9, 2023, the Company completed a follow-on offering (the "March Offering") under its shelf registration statement, issuing 3,250,0006,500,000 shares of its common stock at a public offering price to the underwriters of $22.50$15.09 per share. Net of offering and underwriting costs, the Company received cash proceeds of $69,648.$97,578.
57
On May 26, 2017, the
Distributions
The Company sold an additional 487,500 shares of its common stock pursuant to the underwriters’ exercise of the option to purchase additional shares the Company granted in connection with the aforementioned offering. Net of underwriting costs, the Company received additional cash proceeds of $10,640.
There were no sales of our common stock during the nine months ended September 30, 2016.
Distributions
The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2017:
The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2016:
Dividend Reinvestment Plan
Concurrent with the IPO, the Companyhas adopted a dividend reinvestment planDRIP that provides for the automatic reinvestment of all cash distributions declared by the Board of Directors unless a stockholder elects to “opt out” of the plan.DRIP. As a result, if the Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment planDRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution.
The shares distributed by the Transfer Agent in the Company’s DRIP are either through (i) newly issued shares or (ii) acquired by the Transfer Agent through the purchase of outstanding shares on the open market. If, on the payment date for any distribution, the most recently computed NAV per share as of the DRIP is equal to or less than the closing market price plus estimated per share fees, the Transfer Agent will invest the distribution amount in newly issued shares. Otherwise, the Transfer Agent will invest the dividend amount in shares acquired by purchasing shares on the open market. The following table summarizes the distributions declared on shares of the Company’s common stock and shares distributed pursuant to the dividend reinvestment plan during the nine months ended September 30, 2017DRIP to stockholders who had not opted out of the dividend reinvestment plan:DRIP:
Date Declared |
| Record Date |
| Payment Date |
| Amount Per Share |
|
| Shares |
|
| ||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
| ||||
February 21, 2024 |
| March 28, 2024 |
| April 26, 2024 |
| $ | 0.45 |
|
|
| 119,858 |
|
|
For the Three Months Ended March 31, 2023 |
|
|
|
|
|
|
|
|
| ||||
February 22, 2023 |
| March 31, 2023 |
| April 27, 2023 |
| $ | 0.45 |
|
|
| 101,249 |
| * |
37
The following table summarizes* In accordance with the Company’s DRIP, shares distributed pursuant towere purchased in the dividend reinvestment plan during the nine months ended September 30, 2016 to stockholders who had not opted out of the dividend reinvestment plan:open market.
The following information sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2017 and 2016:share:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Numerator for basic and diluted earnings per share - increase in net assets resulting from operations | $ | 18,112 | $ | 22,663 | $ | 37,262 | $ | 35,064 | ||||||||
Denominator for basic and diluted earnings per share - weighted average shares outstanding | 40,106,702 | 36,320,014 | 38,130,304 | 36,312,852 | ||||||||||||
Basic and diluted earnings per share | $ | 0.45 | $ | 0.62 | $ | 0.98 | $ | 0.97 |
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
Net increase (decrease) in net assets from operations |
| $ | 42,452 |
|
| $ | 28,063 |
|
Weighted average shares outstanding |
|
| 110,076,876 |
|
|
| 104,591,739 |
|
Basic and diluted earnings (loss) per share |
| $ | 0.39 |
|
| $ | 0.27 |
|
For the purpose
58
11. FINANCIAL HIGHLIGHTS
38
Below isThe below table presents the schedule of financial highlights of the CompanyCompany:
|
| For the Three Months Ended | |||||||
|
| March 31, 2024 |
|
| March 31, 2023 |
|
| ||
Per Share Data:(1) |
|
| |||||||
NAV, beginning of period |
| $ | 14.62 |
|
| $ | 14.61 |
|
|
Net investment income |
|
| 0.55 |
|
|
| 0.46 |
|
|
Net realized and unrealized gains (losses)(2) |
|
| (0.18 | ) |
|
| (0.21 | ) |
|
Income tax provision, realized and unrealized gains(3) |
|
| — |
|
|
| — |
|
|
Net increase in net assets from operations |
|
| 0.37 |
|
|
| 0.25 |
|
|
Issuance of common stock, net of underwriting and offering costs |
|
| 0.01 |
|
|
| 0.03 |
|
|
Distributions declared |
|
| (0.45 | ) |
|
| (0.45 | ) |
|
Total increase (decrease) in net assets |
|
| (0.07 | ) |
|
| (0.17 | ) |
|
NAV, end of period |
| $ | 14.55 |
|
| $ | 14.44 |
|
|
Market price, end of period |
| $ | 14.98 |
|
| $ | 13.65 |
|
|
Shares outstanding, end of period |
|
| 112,103,346 |
|
|
| 109,463,144 |
|
|
Weighted average shares outstanding |
|
| 110,076,876 |
|
|
| 104,591,739 |
|
|
Total return based on NAV(4) |
|
| 2.53 | % |
|
| 1.98 | % |
|
Total return based on market value(5) |
|
| 5.34 | % |
|
| 2.66 | % |
|
Supplemental Data/Ratio: (6) |
|
|
|
|
|
|
| ||
Net assets, end of period |
| $ | 1,631,606 |
|
| $ | 1,580,445 |
|
|
Ratio of net expenses to average net assets |
|
| 12.70 | % |
|
| 15.88 | % |
|
Ratio of net expenses before voluntary waivers to average net assets |
|
| 12.70 | % |
|
| 16.41 | % |
|
Ratio of net expenses (without incentive fees and interest and other debt expenses) to average net assets |
|
| 3.05 | % |
|
| 3.17 | % |
|
Ratio of interest and other debt expenses to average net assets |
|
| 6.92 | % |
|
| 7.28 | % |
|
Ratio of net incentive fees to average net assets |
|
| 2.73 | % |
|
| 5.43 | % |
|
Ratio of total expenses to average net assets |
|
| 12.70 | % |
|
| 16.41 | % |
|
Ratio of net investment income to average net assets |
|
| 15.25 | % |
|
| 12.82 | % |
|
Portfolio turnover |
|
| 5 | % |
|
| 1 | % |
|
12. SUBSEQUENT EVENTS
For the Nine Months Ended September 30, 2017 | For the Nine Months Ended September 30, 2016 | |||||||
Per Share Data:(1) | ||||||||
NAV, beginning of period | $ | 18.31 | $ | 18.97 | ||||
Net investment income (loss) | $ | 1.60 | $ | 1.60 | ||||
Net realized and unrealized gains (losses) | $ | (0.65 | ) | $ | (0.64 | ) | ||
|
|
|
|
|
| |||
Net increase (decrease) in net assets resulting from operations | 0.95 | 0.96 | ||||||
|
|
|
|
|
| |||
Issuance of common stock, net of underwriting and offering costs | 0.32 | – | ||||||
Distributions declared from net investment income(2) | (1.35 | ) | (1.35 | ) | ||||
|
|
|
|
|
| |||
Total increase (decrease) in net assets | (0.08 | ) | (0.39 | ) | ||||
|
|
|
|
|
| |||
NAV, end of period | $ | 18.23 | $ | 18.58 | ||||
|
|
|
|
|
| |||
Market price, end of period | $ | 22.82 | $ | 21.77 | ||||
Shares outstanding, end of period | 40,109,905 | 36,321,374 | ||||||
Weighted average shares outstanding | 38,130,304 | 36,312,852 | ||||||
Total return based on NAV(3) | 5.74% | 4.89% | ||||||
Total return based on market value(4) | 3.04% | 22.70% | ||||||
Ratio/Supplemental Data (all amounts in thousands except ratios): | ||||||||
Net assets, end of period | $ | 731,159 | $ | 674,970 | ||||
Ratio of net expenses to average net assets(5) | 7.98% | 7.17% | ||||||
Ratio of expenses (without incentive fees and interest and other debt expenses) to average net assets(5) | 3.40% | 3.44% | ||||||
Ratio of interest and other debt expenses to average net assets(6) | 2.74% | 1.96% | ||||||
Ratio of incentive fees to average net assets(6) | 1.84% | 1.77% | ||||||
Ratio of total expenses to average net assets(5) | 7.98% | 7.17% | ||||||
Ratio of net investment income to average net assets(5)(7) | 11.69% | 11.45% | ||||||
Average debt outstanding | $ | 464,395 | $ | 460,469 | ||||
Average debt per share(8) | $ | 12.18 | $ | 12.68 | ||||
Portfolio turnover | 41% | 13% |
|
|
|
|
|
|
|
|
39
Subsequent events after the date of the Consolidated Statements of Assets and Liabilities date have been evaluated through the date the unaudited consolidated financial statements were issued. Other than the itemsitem discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
On October 31, 2017,May 1, 2024, the Board of Directors declared a quarterly distribution of $0.45$0.45 per share payable on January 16, 2018July 26, 2024 to holders of record as of December 29, 2017.June 28, 2024.
59
On November 1, 2017, the Company and Cal Regents, as members
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
40
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs BDC, Inc. or Goldman Sachs BDC, Inc., together with its consolidated subsidiaries, as the context may require. The terms “GSAM,” “Goldman Sachs Asset Management,”our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “Group“GS Group Inc.” refers to The Goldman Sachs Group, Inc. “GS & Co.” refers to Goldman Sachs & Co. LLC and its predecessors. The term “Goldman Sachs” refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refersrefer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.
OVERVIEW
We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated and expect to qualify annually as a regulated investment company (“RIC”), and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through September 30, 2017,March 31, 2024, we originated more than $2.43approximately $7.69 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
“Unitranche” loans are first lien loans that may extend deeper in a company’sborrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranchesuch loan. In a number of instances, we may find another lender to provide the “first out”“first-out” portion of sucha unitranche loan andwhile we retain the “last-out” portion of such loan, in which case, the “first out”“first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder overas compared to the “last-out” portion that we would continue to hold. In exchange for thetaking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion.portion of the loan. We use the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company.
We may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have an opportunity to negotiate with the borrower prior to such default.
We invest primarily in U.S. middle-market companies, which we believe are underserved by traditional providers of capital such as banks and the public debt markets. In this report, we generally use the term “middle market companies” to refer to companies with between $5 million and $200 million of annual earnings before interest taxes,expense, income tax expense, depreciation and amortization (“EBITDA”) excluding certain one-time, and non-recurring items that are outside the operations of between $5 million and $75 million annually.these companies. However, we may from time to time invest in larger or smaller companies. We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to us, unless, to the extent required by applicable law or exemptive relief therefrom, we only receive our allocable portion of such fees when invested in the same portfolio company as another client account managed by our Investment Adviser (including Goldman Sachs Private Middle Market Credit LLC (“GS PMMC”) and Goldman Sachs Middle Market Lending Corp. (“GS MMLC”), collectively,(collectively with us, the “Accounts”). The companies in which we invest use our capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.
Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities between three and ten years and range in size between $10 million and $75 million, although we may make larger or smaller investments on occasion. In addition, part of our strategy involves a joint venture with the Regents of the University of California (“Cal Regents”, and collectively with us, the “Members”) through the Senior Credit Fund, LLC (the “Senior Credit Fund”). The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through its wholly owned subsidiary, Senior Credit Fund SPV I, LLC (“SPV I”), primarily in senior secured loans to middle-market companies.
For a discussion of the competitive landscape we face, please see “Risk Factors – “Item 1A. Risk Factors—Competition—We operate in a highly competitive market for investment opportunities” and “Business – “Item 1. Business—Competitive Advantages”Advantages.” in our annual report on Form 10-K for the year ended December 31, 2016.2023.
60
41
KEY COMPONENTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
Revenues
We generate revenues in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other Accounts, which other Accounts could receive their allocable portion of such fee. We do not expect to receive material feesfee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Expenses
Our primary operating expenses include the payment of the Management Feemanagement fee (the “Management Fee”) and the Incentive Feeincentive fee (the “Incentive Fee”) to theour Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions in accordance with ourthe investment management agreement (as amended and restated as of January 1, 2015, the(the “Investment Management Agreement”) and administration agreement (“Administration(the “Administration Agreement”), including those relating to:including:
•
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•
•
•
•
•
42
•
•
•
•
•
•
•
61
•
•
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines. Costs relating to future offerings of securities would be incremental.
Leverage
Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with SunTrustTruist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 3.75% Notes due 2025 (the “2025 Notes”), our 2.875% Notes due 2026 (the “2026 Notes”) and our 4.50% Convertible6.375% Notes due 20222027 (the “Convertible“2027 Notes”) allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, weWe are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equalsis at least 2 to 1150% after such borrowing. borrowing (if certain requirements are met).
Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 2 to 1, we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on a mark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions.requirement. The amount of leverage that we employ will depend on the assessment by our Investment Adviser’sAdviser and our Boardboard of Directors’ assessmentdirectors (the "Board of Directors" or the “Board”) of market conditions and other factors at the time of any proposed borrowing.
PORTFOLIO AND INVESTMENT ACTIVITY
As of September 30, 2017 and December 31, 2016, ourOur portfolio (excluding our investmentinvestments in a money market fund managed by an affiliate of Group, Inc. of $0.00 million and $0.00 million, respectively)funds, if any) consisted of the following:
As of |
| As of |
| ||||||||||||||||||||||||||||||||||||
September 30, 2017 | December 31, 2016 |
| March 31, 2024 |
| December 31, 2023 |
| |||||||||||||||||||||||||||||||||
Amortized Cost | Fair Value | Percentage of Total Portfolio at Fair Value | Amortized Cost | Fair Value | Percentage of Total Portfolio at Fair Value |
| Amortized |
|
| Fair |
| Amortized |
|
| Fair |
| |||||||||||||||||||||||
(in millions) | (in millions) |
| (in millions) |
| (in millions) |
| |||||||||||||||||||||||||||||||||
First Lien/Senior Secured Debt | $ | 359.27 | $ | 355.73 | 30.2 | % | $ | 436.90 | $ | 421.03 | 36.1 | % |
| $ | 3,261.82 |
|
| $ | 3,162.66 |
| $ | 3,209.94 |
|
| $ | 3,107.47 |
| ||||||||||||
First Lien/Last-Out Unitranche | 303.87 | 274.41 | 23.3 | 329.45 | 310.25 | 26.6 |
|
| 161.07 |
|
|
| 158.51 |
| 148.07 |
|
|
| 144.74 |
| |||||||||||||||||||
Second Lien/Senior Secured Debt | 418.34 | 419.36 | 35.6 | 352.70 | 336.18 | 28.8 |
|
| 50.66 |
|
|
| 33.64 |
| 84.62 |
|
|
| 66.56 |
| |||||||||||||||||||
Unsecured Debt | 3.30 | 3.30 | 0.3 | 3.12 | 3.12 | 0.3 |
|
| 29.18 |
|
|
| 20.55 |
| 27.93 |
|
|
| 27.31 |
| |||||||||||||||||||
Preferred Stock | 11.75 | 12.42 | 1.0 | 11.12 | 11.83 | 1.0 |
|
| 44.32 |
|
|
| 38.00 |
| 44.20 |
|
|
| 37.30 |
| |||||||||||||||||||
Common Stock | 26.13 | 18.36 | 1.5 | 11.63 | 6.49 | 0.5 |
|
| 53.75 |
|
|
| 26.50 |
| 57.18 |
|
|
| 30.70 |
| |||||||||||||||||||
Investment Funds & Vehicles | 94.34 | 95.11 | 8.1 | 77.59 | 78.39 | 6.7 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Warrants |
|
| 1.85 |
|
|
| 0.25 |
|
| 1.85 |
|
|
| 0.25 |
| ||||||||||||||||||||||||
Total Investments | $ | 1,217.00 | $ | 1,178.69 | 100.0 | % | $ | 1,222.51 | $ | 1,167.29 | 100.0 | % |
| $ | 3,602.65 |
|
| $ | 3,440.11 |
| $ | 3,573.79 |
|
| $ | 3,414.33 |
| ||||||||||||
|
|
|
|
|
|
43
As of September 30, 2017 and December 31, 2016, theThe weighted average yield by asset type onof our total portfolio (excluding our investmentinvestments in a money market fund managed by an affiliate of Group Inc.)funds, if any), at amortized cost and fair value, was as follows:
As of |
| As of |
| |||||||||||||||||||||||||||||
September 30, 2017 | December 31, 2016 |
| March 31, 2024 |
|
| December 31, 2023 |
| |||||||||||||||||||||||||
Amortized Cost | Fair Value | Amortized Cost | Fair Value |
| Amortized |
|
| Fair |
|
| Amortized |
|
| Fair |
| |||||||||||||||||
Weighted Average Yield(1) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
First Lien/Senior Secured Debt(2) | 10.8% | 11.5% | 10.0% | 10.6% |
|
| 12.2 | % |
|
| 13.7 | % |
|
| 12.1 | % |
|
| 13.5 | % | ||||||||||||
First Lien/Last-Out Unitranche(2) (5) | 9.9% | 12.2% | 11.3% | 14.2% | ||||||||||||||||||||||||||||
First Lien/Last-Out Unitranche(2) (3) |
|
| 13.1 |
|
|
| 14.0 |
|
|
| 13.1 |
|
|
| 14.4 |
| ||||||||||||||||
Second Lien/Senior Secured Debt(2) | 10.4% | 10.4% | 10.5% | 11.0% |
|
| 10.4 |
|
|
| 16.1 |
|
|
| 9.2 |
|
|
| 11.4 |
| ||||||||||||
Unsecured Debt(2) | 12.0% | 12.0% | 12.0% | 12.0% |
|
| 19.9 |
|
|
| 30.4 |
|
|
| 15.4 |
|
|
| 15.7 |
| ||||||||||||
Preferred Stock(3) | –% | –% | 0.5% | 0.5% | ||||||||||||||||||||||||||||
Common Stock(3) | –% | –% | –% | –% | ||||||||||||||||||||||||||||
Investment Funds & Vehicles(4) | 12.7% | 12.6% | 14.5% | 14.5% | ||||||||||||||||||||||||||||
Preferred Stock(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Common Stock(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Warrants(4) |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Total Portfolio | 10.3% | 11.1% | 10.6% | 11.8% |
|
| 11.9 | % |
|
| 13.6 | % |
|
| 11.8 | % |
|
| 13.2 | % |
|
|
|
|
|
62
As of September 30, 2017March 31, 2024, the total portfolio weighted average yield measured at amortized cost and fair value was 10.3%11.9% and 11.1%13.6%, respectively, which was down from 10.6%as compared to 11.8% and 11.8%, respectively, at13.2% as of December 31, 2016. The decrease2023. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at cost and fair value was primarily duedriven by the restoration of MPI Engineered Technologies, LLC to placing our First Lien/Last-Out Unitranche investmentaccrual status. Within Unsecured Debt, the increase in Bolttech Mannings, Inc. on non-accrual statusweighted average yield at cost and a decrease infair value was primarily driven by the yield within Investment Funds & Vehicles, which resulted from lower loan originationexit fees and structuring fees earned from the Senior Credit Fund.underperformance of Wine.com.
The following table presents certain selected information regarding our investment portfolio (excluding our investmentinvestments in a money market fund managed by an affiliatefunds, if any):
|
| As of |
| ||||||
|
| March 31, 2024 |
|
| December 31, 2023 |
| |||
Number of portfolio companies |
|
| 149 |
|
|
|
| 144 |
|
Percentage of performing debt bearing a floating rate(1) |
|
| 99.4 | % |
|
|
| 99.9 | % |
Percentage of performing debt bearing a fixed rate(1)(2) |
|
| 0.6 | % |
|
|
| 0.1 | % |
Weighted average yield on debt and income producing investments, at amortized cost(3) |
|
| 12.7 | % |
|
|
| 12.6 | % |
Weighted average yield on debt and income producing investments, at fair value(3) |
|
| 14.1 | % |
|
|
| 13.8 | % |
Weighted average leverage (net debt/EBITDA)(4) |
| 6.1x |
|
|
| 6.1x |
| ||
Weighted average interest coverage(4) |
| 1.5x |
|
|
| 1.5x |
| ||
Median EBITDA(4) | $ | 57.60 million |
|
| $ | 53.98 million |
|
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of March 31, 2024 and December 31, 2016:2023, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 39.9% and 42.9% of total debt investments.
As of | ||||||||
September 30, 2017 | December 31, 2016 | |||||||
Number of portfolio companies(1) | 51 | 40 | ||||||
Percentage of performing debt bearing a floating rate(2) | 96.0% | 92.8% | ||||||
Percentage of performing debt bearing a fixed rate(2)(3) | 4.0% | 7.2% | ||||||
Weighted average yield on debt and income producing investments, at amortized cost(4) | 11.0% | 11.2% | ||||||
Weighted average yield on debt and income producing investments, at fair value(4) | 11.5% | 12.2% | ||||||
Weighted average leverage (net debt/EBITDA)(5) | 5.3x | 4.8x | ||||||
Weighted average interest coverage(5) | 2.5x | 2.7x | ||||||
Median EBITDA(5)(6) | $ | 39.50 million | $ | 25.02 million |
|
|
|
|
|
|
Floating rates are primarily London Interbank Offered Rate (“LIBOR”) plus a spread.
44
Our Investment Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company on an ongoing basis to determine if they areit is meeting theirits respective business plansplan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
include: (i) assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;
(ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
(iii) comparisons to our other portfolio companies in the industry, if any;
(iv) attendance at and participation in boardBoard meetings or presentations by portfolio companies; and
(v) review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4.4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (e.g., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:
•
63
•
an investment grade of•
Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding our investment in a money market fund managed by an affiliate of Group Inc.) on the 1 to 4 grading scale as of September 30, 2017 and December 31, 2016:scale:
As of |
| As of |
| |||||||||||||||||||||||||||||
September 30, 2017 | December 31, 2016 |
| March 31, 2024 |
|
| December 31, 2023 |
| |||||||||||||||||||||||||
Investment Performance Rating | Fair Value | Percentage of Total Portfolio at Fair Value | Fair Value | Percentage of Total Portfolio at Fair Value |
| Fair Value |
|
| Percentage |
|
| Fair Value |
|
| Percentage |
| ||||||||||||||||
(in millions) | (in millions) |
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
| |||||||||||||||||||
Grade 1 | $ | 20.02 | 1.7 | % | $ | 164.98 | 14.1 | % |
| $ | 27.68 |
|
|
| 0.8 | % |
| $ | 46.81 |
|
|
| 1.4 | % | ||||||||
Grade 2 | 1,051.08 | 89.2 | 817.88 | 70.1 |
|
| 3,041.27 |
|
|
| 88.4 |
|
|
| 3,014.62 |
|
|
| 88.2 |
| ||||||||||||
Grade 3 | 90.24 | 7.6 | 167.60 | 14.4 |
|
| 312.50 |
|
|
| 9.1 |
|
|
| 272.01 |
|
|
| 8.0 |
| ||||||||||||
Grade 4 | 17.35 | 1.5 | 16.83 | 1.4 |
|
| 58.66 |
|
|
| 1.7 |
|
|
| 80.89 |
|
|
| 2.4 |
| ||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Total Investments | $ | 1,178.69 | 100.0 | % | $ | 1,167.29 | 100.0 | % |
| $ | 3,440.11 |
|
|
| 100.0 | % |
| $ | 3,414.33 |
|
|
| 100.0 | % | ||||||||
|
|
|
|
The decrease in investments with a grade 3 investment performance rating at September 30, 2017 compared to December 31, 2016 was due to the upgrade of two investments with an aggregate fair value of $51.95 million, due to improved financial performance, and one investment with a fair value of $17.35 million being downgraded to grade 4, due to declining financial performance and also being placed on non-accrual status, partially offset by one investment with a fair value of $10.33 million being downgraded to grade 3, due to declining financial performance. The increase in investments with a grade 2 investment performance rating at September 30, 2017 compared to December 31, 2016 was primarily driven by net investment activity and the aforementioned investment upgrades. The decrease in investments with a grade 1 investment performance rating at September 30, 2017 compared to December 31, 2016 was primarily driven by the full exit of four investments with an aggregate fair value of $164.98$46.81 million, and was partially offset by the upgradeinvestments with an aggregate fair value of $27.68 million being upgraded from grade 2 investment performance ratings to grade 1 investments performance ratings due to potential exits. The increase in investments with a grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of one$71.29 million being downgraded from grade 2 investment performance ratingsdue to financial underperformance and by an investment with a fair value of $20.02$16.95 million being upgraded from a grade 4 investment performance rating due to a potential exit.
45
The following table shows the amortized cost of our performing and non-accrual investments as of September 30, 2017 and December 31, 2016:(excluding investments in money market funds, if any):
As of |
| As of |
| |||||||||||||||||||||||||||||
September 30, 2017 | December 31, 2016 |
| March 31, 2024 |
|
| December 31, 2023 |
| |||||||||||||||||||||||||
Amortized Cost | Percentage of Total Portfolio at Amortized Cost | Amortized Cost | Percentage of Total Portfolio at Amortized Cost |
| Amortized |
|
| Percentage |
|
| Amortized |
|
| Percentage |
| |||||||||||||||||
(in millions) | (in millions) |
| (in millions) |
|
|
|
|
| (in millions) |
|
|
|
| |||||||||||||||||||
Performing | $ | 1,176.13 | 96.6 | % | $ | 1,176.24 | 96.2 | % |
| $ | 3,484.03 |
|
|
| 96.7 | % |
| $ | 3,437.55 |
|
|
| 96.2 | % | ||||||||
Non-accrual | 40.87 | 3.4 | 46.27 | 3.8 |
|
| 118.62 |
|
|
| 3.3 |
|
|
| 136.24 |
|
|
| 3.8 |
| ||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
Total Investments | $ | 1,217.00 | 100.0 | % | $ | 1,222.51 | 100.0 | % |
| $ | 3,602.65 |
|
|
| 100.0 | % |
| $ | 3,573.79 |
|
|
| 100.0 | % | ||||||||
|
|
|
|
Loans or debt securities
Investments are placed on non-accrual status when it is probable that principal, interest or interestdividends will not be collected according to the contractual terms. Accrued interest or dividends generally isare reversed when a loan or debt securityan investment is placed on non-accrual status. Interest or dividend payments received on non-accrual loans or debt securitiesinvestments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securitiesinvestments are restored to accrual status when past due principal and interest isor dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
64
The following table shows our investment activity for the three months ended September 30, 2017 and 2016 by investment type:type(1):
For the Three Months Ended | ||||||||
September 30, 2017 | September 30, 2016 | |||||||
(in millions) | ||||||||
New investment commitments at cost: | ||||||||
Gross originations | $ | 254.42 | $ | 138.33 | ||||
Less: Syndications(1) | – | – | ||||||
|
|
|
| |||||
Net amount of new investments committed at cost: | $ | 254.42 | $ | 138.33 | ||||
Amount of investments committed at cost(2): | ||||||||
First Lien/Senior Secured Debt | $ | 43.02 | $ | 77.99 | ||||
First Lien/Last-Out Unitranche | 11.60 | 5.72 | ||||||
Second Lien/Senior Secured Debt | 199.20 | 40.44 | ||||||
Unsecured Debt | – | – | ||||||
Preferred Stock | 0.60 | 8.04 | ||||||
Common Stock | – | – | ||||||
Investment Funds & Vehicles | – | 6.14 | ||||||
|
|
|
| |||||
Total | $ | 254.42 | $ | 138.33 | ||||
|
|
|
| |||||
Proceeds from investments sold or repaid: | ||||||||
First Lien/Senior Secured Debt | $ | 46.53 | $ | 34.76 | ||||
First Lien/Last-Out Unitranche | 45.49 | 30.41 | ||||||
Second Lien/Senior Secured Debt | 98.41 | 43.41 | ||||||
Unsecured Debt | – | – | ||||||
Preferred Stock | – | – | ||||||
Common Stock | – | – | ||||||
Investment Funds & Vehicles | – | – | ||||||
|
|
|
| |||||
Total | $ | 190.43 | $ | 108.58 | ||||
|
|
|
| |||||
Net increase (decrease) in portfolio | $ | 63.99 | $ | 29.75 | ||||
|
|
|
| |||||
Number of new investment commitments in new portfolio companies(3) | 8 | 1 | ||||||
Total new investment commitment amount in new portfolio companies(3) | $ | 128.22 | $ | 77.99 | ||||
Average new investment commitment amount in new portfolio companies(3) | $ | 16.03 | $ | 77.99 | ||||
Number of new investment commitments in existing portfolio companies(3) | 3 | 4 | ||||||
Total new investment commitment amount in existing portfolio companies(3) | $ | 126.21 | $ | 60.33 | ||||
Weighted average remaining term for new investment commitments (in years)(3)(4) | 6.3 | 4.8 | ||||||
Percentage of new debt investment commitments at floating interest rates(3) | 100.0% | 100.0% | ||||||
Percentage of new debt investment commitments at fixed interest rates(3)(5) | –% | –% | ||||||
Weighted average yield on new debt and income producing investment commitments(2) (3) (6) | 10.1% | 9.8% | ||||||
Weighted average yield on new investment commitments(2) (3) (7) | 10.0% | 8.9% | ||||||
Weighted average yield on debt and income producing investments sold or paid down(8) | 10.7% | 10.2% | ||||||
Weighted average yield on investments sold or paid down(9) | 10.7% | 10.2% |
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| ($ in millions) |
| |||||
Amount of investments committed at cost: |
|
|
|
|
|
| ||
First Lien/Senior Secured Debt |
| $ | 345.37 |
|
| $ | 2.10 |
|
First Lien/Last-Out Unitranche |
|
| 14.85 |
|
|
| — |
|
Total |
| $ | 360.22 |
|
| $ | 2.10 |
|
Proceeds from investments sold or repaid: |
|
|
|
|
|
| ||
First Lien/Senior Secured Debt |
| $ | 71.42 |
|
| $ | 12.52 |
|
First Lien/Last-Out Unitranche |
|
| 0.10 |
|
|
| 0.11 |
|
Second Lien/Senior Secured Debt |
|
| 40.13 |
|
|
| — |
|
Preferred Stock |
|
| — |
|
|
| — |
|
Common Stock |
|
| 4.09 |
|
|
| — |
|
Total |
| $ | 115.74 |
|
| $ | 12.63 |
|
Net increase (decrease) in portfolio |
| $ | 244.48 |
|
| $ | (10.53 | ) |
Number of new portfolio companies with new investment commitments |
|
| 7 |
|
|
| 1 |
|
Total new investment commitment amount in new portfolio companies |
| $ | 203.71 |
|
| $ | 1.05 |
|
Average new investment commitment amount in new portfolio companies |
| $ | 29.10 |
|
| $ | 1.05 |
|
Number of existing portfolio companies with new investment commitments |
|
| 13 |
|
|
| 1 |
|
Total new investment commitment amount in existing portfolio companies |
| $ | 156.51 |
|
| $ | 1.05 |
|
Weighted average remaining term for new investment commitments (in years)(2) |
|
| 5.8 |
|
|
| 5.2 |
|
Percentage of new debt investment commitments at cost for floating interest rates |
|
| 100.0 | % |
|
| 100.0 | % |
Percentage of new debt investment commitments at cost for fixed interest rates(3) |
| —% |
|
| —% |
| ||
Weighted average yield on new debt and income producing investment commitments(4) |
|
| 11.5 | % |
|
| 11.1 | % |
Weighted average yield on new investment commitments(5) |
|
| 11.5 | % |
|
| 11.1 | % |
Weighted average yield on debt and income producing investments sold or repaid(6) |
|
| 12.6 | % |
|
| 11.0 | % |
Weighted average yield on investments sold or repaid(7) |
|
| 12.2 | % |
|
| 11.0 | % |
65
46
|
|
|
|
|
|
|
|
|
47
RESULTS OF OPERATIONS
Our operating results for the three and nine months ended September 30, 2017 and 2016 were as follows:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| ($ in millions) |
| |||||
Total investment income |
| $ | 111.54 |
|
| $ | 107.40 |
|
Net expenses |
|
| 49.60 |
|
|
| 58.64 |
|
Net investment income before taxes |
|
| 61.94 |
|
|
| 48.76 |
|
Income tax expense, including excise tax |
|
| 1.08 |
|
|
| 0.77 |
|
Net investment income after taxes |
|
| 60.86 |
|
|
| 47.99 |
|
Net realized gain (loss) on investments |
|
| (16.99 | ) |
|
| (36.26 | ) |
Net unrealized appreciation (depreciation) on investments |
|
| (3.07 | ) |
|
| 18.21 |
|
Net realized and unrealized gain (losses) on forward contracts, translations and other transactions |
|
| 1.68 |
|
|
| (1.49 | ) |
Net realized and unrealized gains (losses) |
|
| (18.38 | ) |
|
| (19.54 | ) |
Income tax (provision) benefit for realized and unrealized gains |
|
| (0.03 | ) |
|
| (0.39 | ) |
Net increase in net assets from operations |
| $ | 42.45 |
|
| $ | 28.06 |
|
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Total investment income | $ | 34.41 | $ | 33.95 | $ | 102.62 | $ | 94.61 | ||||||||
Net expenses | (15.08 | ) | (14.98 | ) | (40.51 | ) | (35.80 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net investment income (loss) before taxes | 19.33 | 18.97 | 62.11 | 58.81 | ||||||||||||
Excise tax expense | (0.38 | ) | (0.29 | ) | (1.12 | ) | (0.73 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net investment income (loss) after taxes | 18.95 | 18.68 | 60.99 | 58.08 | ||||||||||||
Net realized gain (loss) on investments | (2.36 | ) | (21.99 | ) | (40.63 | ) | (21.99 | ) | ||||||||
Net unrealized appreciation (depreciation) on investments | 1.52 | 25.97 | 16.90 | (1.03 | ) | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net increase in net assets resulting from operations | $ | 18.11 | $ | 22.66 | $ | 37.26 | $ | 35.06 | ||||||||
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation onin the investment portfolio.
On October 12, 2020, we completed our Merger with GS MMLC. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to GS MMLC’s stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “Purchase Discount”). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by us on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, we marked the investments to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on our Consolidated Statement of Operations. The Purchase Discount allocated to the loan investments acquired will amortize over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. The Purchase Discount allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, we will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.
As a result, comparisonssupplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned Purchase Discount and the ongoing amortization thereof, as determined in accordance with GAAP. The non-GAAP financial measures include (i) Adjusted net investment income after taxes; and (ii) Adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the Purchase Discount is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measures may not be meaningful.comparable to similar non-GAAP financial measures used by other companies.
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| ($ in millions) |
| |||||
Net investment income after taxes |
| $ | 60.86 |
|
| $ | 47.99 |
|
Less: Purchase Discount amortization |
|
| 1.32 |
|
|
| 0.92 |
|
Adjusted net investment income after taxes |
| $ | 59.54 |
|
| $ | 47.07 |
|
|
|
|
|
|
| |||
Net realized and unrealized gains (losses) |
| $ | (18.38 | ) |
| $ | (19.54 | ) |
Less: Net change in unrealized appreciation (depreciation) due to the Purchase Discount |
|
| (1.43 | ) |
|
| (1.42 | ) |
Less: Realized gain (loss) due to the Purchase Discount |
|
| 0.11 |
|
|
| 0.50 |
|
Adjusted net realized and unrealized gains (losses) |
| $ | (17.06 | ) |
| $ | (18.62 | ) |
66
Investment Income
Our investment income was as follows:
For the Three Months Ended | For the Nine Months Ended |
| For the Three Months Ended |
| ||||||||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 |
| March 31, |
|
| March 31, |
| |||||||||||||||
($ in millions) |
| ($ in millions) |
| |||||||||||||||||||||
Interest | $ | 28.56 | $ | 29.60 | $ | 86.86 | $ | 85.22 |
| $ | 97.57 |
|
| $ | 98.64 |
| ||||||||
Payment-in-kind income |
|
| 12.70 |
|
|
| 7.76 |
| ||||||||||||||||
Other income |
|
| 0.86 |
|
|
| 0.89 |
| ||||||||||||||||
Dividend income | 2.35 | 2.47 | 7.27 | 6.57 |
|
| 0.41 |
|
|
| 0.11 |
| ||||||||||||
Payment-in-kind | 1.89 | 0.05 | 5.29 | 0.05 | ||||||||||||||||||||
Other income | 1.61 | 1.83 | 3.20 | 2.78 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total investment income | $ | 34.41 | $ | 33.95 | $ | 102.62 | $ | 94.62 | ||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total Investment Income |
| $ | 111.54 |
|
| $ | 107.40 |
|
In the table above:
Interest income from investments decreased from $98.64 million for the three months ended March 31, 2023 to $97.57 million for the three months ended March 31, 2024, primarily driven by the increase in the number of investments moving from cash only payments of interest to both cash and PIK payments of interest, which includes prepayment premiums andthe impact of restructuring of certain investments. Additionally, the decrease in interest income was also due to a decrease in the size of our portfolio. The amortized cost of our portfolio decreased from $3,681.51 million as of March 31, 2023 to $3,602.65 million as of March 31, 2024. Included in interest income is accelerated accretion of upfront loan origination fees and unamortized discounts decreased from $29.60of $0.22 million for the three months ended September 30, 2016 to $28.56March 31, 2023 and $2.14 million for the three months ended September 30, 2017. Included in interest for the three months ended September 30, 2017 and 2016 is $0.73 million and $0.43 million, respectively, in prepayment premiums and $0.70 million and $0.55 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.
Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $85.22 million for the nine months ended September 30, 2016 to $86.86 million for the nine months ended September 30, 2017. Included in interest for the nine months ended September 30, 2017 and 2016 is $2.54 million and $0.70 million, respectively, in prepayment premiums and $4.36 million and $1.11 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.
Dividend income
Dividend income for the three months ended September 30, 2017 remained relatively consistent as compared to the three months ended September 30, 2016.
Dividend income increased from $6.57 million for the nine months ended September 30, 2016 to $7.27 million for the nine months ended September 30, 2017 primarily as a result of increased distributions of $2.60 million from the Senior Credit Fund during the nine months ended September 30, 2017, partially offset by a position that was prepaid in the fourth fiscal quarter of 2016. See “Senior Credit Fund, LLC” below for further detail.
48
Payment-in-kind
Payment-in-kindMarch 31, 2024.
PIK income from investments increased from $0.05 million forExpenses
Our expenses were as follows:
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| ($ in millions) |
| |||||
Interest and other debt expenses |
| $ | 27.61 |
|
| $ | 27.26 |
|
Incentive fees |
|
| 10.88 |
|
|
| 22.30 |
|
Management fees |
|
| 8.73 |
|
|
| 8.92 |
|
Professional fees |
|
| 1.11 |
|
|
| 0.88 |
|
Directors’ fees |
|
| 0.21 |
|
|
| 0.21 |
|
Other general and administrative expenses |
|
| 1.06 |
|
|
| 1.06 |
|
Total Expenses |
| $ | 49.60 |
|
| $ | 60.63 |
|
Fee waivers |
|
| — |
|
|
| (1.99 | ) |
Net Expenses |
| $ | 49.60 |
|
| $ | 58.64 |
|
In the nine months ended September 30, 2016 to $5.29 million for the nine months ended September 30, 2017, primarily as a result of an increase in the number of investments earning PIK income during the nine months ended September 30, 2017.table above:
Other income
Other income
Other income increased from $2.78 millioninvestment portfolio for the nine monthstwelve quarters ended September 30, 2016March 31, 2024 as compared to $3.20 million for the nine monthstwelve quarters ended September 30, 2017 primarily as a result of higher non-recurring amendmentMarch 31, 2023. For additional information, see Note 3 “Significant Agreements and syndication fees, partially offset by a decreaseRelated Party Transactions” in loan origination fee income earned from the Senior Credit Fund.
Expenses
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Interest and other debt expenses | $ | 4.88 | $ | 3.63 | $ | 14.24 | $ | 9.91 | ||||||||
Management fees | 4.37 | 4.29 | 13.18 | 12.61 | ||||||||||||
Incentive fees | 4.62 | 5.46 | 9.60 | 8.95 | ||||||||||||
Professional fees | 0.51 | 0.64 | �� | 1.44 | 1.82 | |||||||||||
Administration, custodian and transfer agent fees | 0.22 | 0.21 | 0.61 | 0.65 | ||||||||||||
Directors’ fees | 0.18 | 0.26 | 0.52 | 0.74 | ||||||||||||
Other expenses | 0.30 | 0.49 | 0.92 | 1.12 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total expenses | $ | 15.08 | $ | 14.98 | $ | 40.51 | $ | 35.80 | ||||||||
|
|
|
|
|
|
|
|
Interest and other debt expenses
Interest and other debt expenses increased from $3.63 million forour consolidated financial statements included in this report.
Interest and other debt expenses increased from $9.91 million for the nine months ended September 30, 2016 to $14.24 million for the nine months ended September 30, 2017 primarily due to our issuance of Convertible Notes on October 3, 2016. Included in interest and other debt expenses for the nine months ended September 30, 2017 is $4.53 million in interest expense, accretion of OID and amortization of debt issuance costs related to the Convertible Notes that were issued on October 3, 2016.
Management Fees and Incentive Fees
Management Fees increased from $4.29 million for the three months ended September 30, 2016 to $4.37 million for the three months ended September 30, 2017 as a result of an increase in gross assets, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. Incentive Fees decreased from $5.46 million for the three months ended September 30, 2016 to $4.62 million for the three months ended September 30, 2017 as a result of a decrease in the cap on Incentive Fees for the period which is primarily due to an increase in net capital losses on our investments.
Management Fees increased from $12.61 million for the nine months ended September 30, 2016 to $13.18 million for the nine months ended September 30, 2017 as a result of an increase in gross assets, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. Incentive Fees increased from $8.95 million for the nine months ended September 30, 2016 to $9.60 million for the nine months ended September 30, 2017 as a result of an increase in the cap on Incentive Fees for the period which is primarily due to an increase in pre-incentive fee net investment income.
49
Professional fees and other general and administrative expenses
Professional fees and other general and administrative expenses for the three and nine months ended September 30, 2017 remained relatively consistent as compared to the three and nine months ended September 30, 2016.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited portfolio companies during the three and nine months ended September 30, 2017 and 2016 consisted of the following:
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Hunter Defense Technologies, Inc. | $ | – | $ | (22.12 | ) | $ | – | $ | (22.12 | ) | ||||||
Kawa Solar Holdings Limited | (2.49 | ) | – | (2.49 | ) | – | ||||||||||
DiscoverOrg, LLC | 0.14 | – | 0.14 | – | ||||||||||||
Iracore International Holdings, Inc. | – | – | (14.40 | ) | – | |||||||||||
P2 Upstream Acquisition Co. | – | – | (0.17 | ) | – | |||||||||||
Washington Inventory Service | – | – | (23.71 | ) | – | |||||||||||
Other, net | (0.01 | ) | 0.13 | – | 0.13 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Net realized gain (loss) | $ | (2.36 | ) | $ | (21.99 | ) | $ | (40.63 | ) | $ | (22.19 | ) | ||||
|
|
|
|
|
|
|
|
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| ($ in millions) |
| |||||
National Spine and Pain Centers, LLC |
| $ | — |
|
| $ | (36.27 | ) |
Sweep Purchaser LLC |
|
| (17.49 | ) |
|
| — |
|
Other, net |
|
| 0.50 |
|
|
| 0.01 |
|
Net Realized Gain (Loss) on Investments |
| $ | (16.99 | ) |
| $ | (36.26 | ) |
67
For the ninethree months ended September 30, 2017,March 31, 2024, net realized losses were primarily driven by two portfolio companies. Effective April 13, 2017, we entered into an exchange agreement with Iracore International Holdings, Inc. wherebythe restructuring of the first lien debt held by us was exchanged for non-income producing common equity. Asinvestments in Sweep Purchaser LLC which resulted in a result, $13.62 million of unrealized depreciation was reversed, and we realized a loss of $14.40$17.49 million. In addition, effective June 6, 2017, we fully exited Washington Inventory Service. As a result, $15.03 million of unrealized depreciation was reversed, and we realized a loss of $23.71 million.
For the three and nine months ended September 30, 2016,March 31, 2023, net realized losses were primarily driven by Hunter Defense Technologies, Inc. for which, effective June 1, 2016,the exit of our investments in one portfolio company. In February 2023, we completed a restructuring whereby thefully exited our second lien debt held by us was converted into non-interest bearing preferredinvestment and common equity. Asstock investment in National Spine and Pain Centers, LLC, which resulted in a result, $22.12 million of unrealized depreciation was reversed, and we realized a loss of $22.12$36.27 million.
Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to “CriticalNote 2 “Significant Accounting Policies – Valuation of Portfolio Investments.”Policies—Investments” in our consolidated financial statements. Net change in unrealized appreciation (depreciation) on investments forconsisted of the three and nine months ended September 30, 2017 and 2016 were as follows:following:
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Change in unrealized appreciation | $ | 6.41 | $ | 39.43 | $ | 38.84 | $ | 31.73 | ||||||||
Change in unrealized depreciation | (4.89 | ) | (13.45 | ) | (21.94 | ) | (32.76 | ) | ||||||||
|
|
|
|
|
|
|
| |||||||||
Net change in unrealized appreciation (depreciation) on investments | $ | 1.52 | $ | 25.98 | $ | 16.90 | $ | (1.03 | ) | |||||||
|
|
|
|
|
|
|
|
|
| For the Three Months Ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| ($ in millions) |
| |||||
Unrealized appreciation |
| $ | 30.48 |
|
| $ | 43.20 |
|
Unrealized depreciation |
|
| (33.55 | ) |
|
| (24.98 | ) |
Net Change in Unrealized Appreciation (Depreciation) on Investments |
| $ | (3.07 | ) |
| $ | 18.22 |
|
The net change in unrealized appreciation (depreciation) on investments for the three and nine months ended September 30, 2017 and 2016 consisted of the following:
|
| For the Three |
| |
Portfolio Company: |
| ($ in millions) |
| |
Sweep Purchaser LLC |
| $ | 12.71 |
|
Other, net(1) |
|
| 6.06 |
|
MPI Engineered Technologies, LLC |
|
| 1.81 |
|
Acuity Specialty Products, Inc. (dba Zep Inc.) |
|
| 0.93 |
|
Governmentjobs.com, Inc. (dba NeoGov) |
|
| 0.79 |
|
Fullsteam Operations LLC |
|
| 0.76 |
|
Doxim, Inc. |
|
| 0.67 |
|
Whitewater Holding Company LLC |
|
| 0.66 |
|
Superman Holdings, LLC (dba Foundation Software) |
|
| 0.62 |
|
ATX Parent Holdings, LLC - Class A Units |
|
| (0.72 | ) |
Genesis Acquisition Co. (dba ProCare Software) |
|
| (0.96 | ) |
Diligent Corporation |
|
| (1.11 | ) |
Lithium Technologies, Inc. |
|
| (1.53 | ) |
SPay, Inc. (dba Stack Sports) |
|
| (2.12 | ) |
Premier Imaging, LLC (dba Lucid Health) |
|
| (2.15 | ) |
Pluralsight, Inc |
|
| (5.74 | ) |
Thrasio, LLC |
|
| (5.94 | ) |
Wine.com, Inc. |
|
| (7.81 | ) |
Net Change in Unrealized Appreciation (Depreciation) on Investments |
| $ | (3.07 | ) |
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Portfolio Company: | ||||||||||||||||
Artesyn Embedded Technologies, Inc. | $ | 0.75 | $ | 0.55 | $ | 1.78 | $ | (0.55 | ) | |||||||
Associations, Inc. | 0.09 | (0.20 | ) | (0.08 | ) | 0.33 | ||||||||||
Avenue Stores, LLC | (0.04 | ) | (0.03 | ) | (0.11 | ) | (0.40 | ) | ||||||||
Bolttech Mannings, Inc. | (0.85 | ) | (2.86 | ) | (6.86 | ) | (6.02 | ) | ||||||||
CB-HDT Holdings, Inc. | 0.81 | 0.90 | 1.25 | 0.90 | ||||||||||||
Conergy Asia Holdings, Ltd. | (1.23 | ) | – | (1.23 | ) | – | ||||||||||
Data Driven Delivery Systems, LLC | – | (0.08 | ) | (2.01 | ) | (0.21 | ) | |||||||||
DiscoverOrg, LLC | 0.38 | (0.03 | ) | 0.52 | (0.06 | ) | ||||||||||
Dispensing Dynamics International | – | 0.39 | 0.84 | 0.05 | ||||||||||||
DiversiTech Corporation | – | 0.40 | (0.38 | ) | 0.42 | |||||||||||
DuBois Chemicals, Inc. | (0.01 | ) | – | 0.24 | – |
50
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Elemica, Inc. | $ | 0.07 | $ | 0.08 | $ | 0.10 | $ | 0.08 | ||||||||
Extraction Oil & Gas Holdings, LLC | – | (0.35 | ) | – | (0.32 | ) | ||||||||||
Global Tel*Link Corporation | (0.04 | ) | 3.39 | 0.68 | 9.42 | |||||||||||
Heligear Acquisition Co. | (0.11 | ) | (0.19 | ) | (0.20 | ) | (0.66 | ) | ||||||||
Highwinds Capital, Inc. | – | 0.55 | (1.05 | ) | 0.47 | |||||||||||
Hunter Defense Technologies, Inc. | – | 22.12 | – | 0.55 | ||||||||||||
Hutchinson Technology, Inc. | – | (0.55 | ) | (0.01 | ) | (1.17 | ) | |||||||||
iFly Holdings LLC | – | – | – | (0.41 | ) | |||||||||||
IHS Intermediate Inc. | (0.01 | ) | (0.01 | ) | 0.01 | (0.32 | ) | |||||||||
Infinity Sales Group | 0.32 | (0.52 | ) | 0.51 | (0.84 | ) | ||||||||||
Integrated Practice Solutions, Inc. | – | (0.04 | ) | (0.54 | ) | 0.63 | ||||||||||
Iracore International Holdings, Inc. | – | (0.06 | ) | 13.62 | (3.99 | ) | ||||||||||
Kawa Solar Holdings Limited | 2.81 | (0.01 | ) | (2.65 | ) | 0.05 | ||||||||||
Legacy Buyer Corp. | (0.02 | ) | (0.25 | ) | 0.39 | (0.31 | ) | |||||||||
Madison-Kipp Corporation | (0.03 | ) | (0.03 | ) | (0.03 | ) | 0.28 | |||||||||
Mervin Manufacturing, Inc. | (0.01 | ) | (0.23 | ) | 0.36 | (0.55 | ) | |||||||||
NTS Communications, Inc. | (0.56 | ) | 1.40 | (3.48 | ) | (3.14 | ) | |||||||||
Oasis Outsourcing Holdings, Inc. | (0.01 | ) | 0.14 | (0.01 | ) | (0.27 | ) | |||||||||
P2 Upstream Acquisition Co. | (0.02 | ) | 0.10 | 0.65 | 0.39 | |||||||||||
Perfect Commerce, LLC | (0.94 | ) | 0.33 | (0.87 | ) | 0.73 | ||||||||||
Prairie Provident Resources, Inc. | (0.27 | ) | (0.94 | ) | (1.05 | ) | (1.43 | ) | ||||||||
Pro-Pet, LLC | (0.04 | ) | (0.03 | ) | 0.05 | (0.34 | ) | |||||||||
Reddy Ice Corporation | (0.06 | ) | 0.96 | 0.97 | 1.61 | |||||||||||
Securus Technologies Holdings, Inc. | (0.02 | ) | 1.33 | 0.65 | 8.36 | |||||||||||
Senior Credit Fund, LLC | 0.29 | 0.74 | (0.03 | ) | 1.93 | |||||||||||
The Merit Distribution Group, LLC | (0.03 | ) | 0.35 | 0.03 | 0.32 | |||||||||||
United Road Services, Inc. | 0.33 | (0.05 | ) | 0.45 | (0.60 | ) | ||||||||||
US Med Acquisition, Inc. | (0.32 | ) | (0.02 | ) | (0.98 | ) | (0.07 | ) | ||||||||
Vexos, Inc. | 0.17 | (0.27 | ) | 0.31 | (0.23 | ) | ||||||||||
Washington Inventory Service | – | (0.98 | ) | 15.03 | (5.67 | ) | ||||||||||
Yasso, Inc. | (0.08 | ) | – | (0.10 | ) | – | ||||||||||
Zep Inc. | 0.29 | – | 0.29 | – | ||||||||||||
Other, net(1) | (0.09 | ) | (0.02 | ) | (0.16 | ) | 0.01 | |||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 1.52 | $ | 25.98 | $ | 16.90 | $ | (1.03 | ) | |||||||
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation (depreciation) in our investments for the ninethree months ended September 30, 2017March 31, 2024 was primarily driven by the financial underperformance of Wine.com, Inc., Thrasio, LLC and Pluralsight, Inc., and was partially offset by the reversal of unrealized depreciation in connection with the aforementioned restructuring of the first lien debt investments in Sweep Purchaser LLC and tightening credit spreads.
68
|
| For the Three |
| |
Portfolio Company: |
| ($ in millions) |
| |
National Spine and Pain Centers, LLC |
| $ | 36.27 |
|
Broadway Parent, LLC |
|
| 1.09 |
|
Volt Bidco, Inc. (dba Power Factors) |
|
| 0.74 |
|
Iracore International Holdings, Inc. |
|
| 0.63 |
|
CloudBees, Inc. |
|
| 0.59 |
|
Doxim, Inc. |
|
| (1.31 | ) |
Wine.com, LLC |
|
| (1.52 | ) |
Ansira Partners, Inc. |
|
| (1.66 | ) |
MPI Engineered Technologies, LLC |
|
| (2.57 | ) |
Zep Inc. |
|
| (2.99 | ) |
Other, net(1) |
|
| (11.05 | ) |
Net Change in Unrealized Appreciation (Depreciation) on Investments |
| $ | 18.22 |
|
Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the exchange agreement with Iracore International Holdings, Inc. and theaforementioned exit of Washington Inventory Service, each as described above,our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, and was partially offset by the unrealized depreciation resulting from the increase in Bolttech Mannings, Inc., due to continued pressure on the company’s marginsmarket volatility and financial underperformance.widening credit spreads.
Net change in unrealized appreciation (depreciation) in our investments for the three and nine months ended September 30, 2016 was primarily due to the impact of a restructure and unrealized appreciation in Global Tel*Link Corporation and Securus Technologies Holdings, Inc. due to a favorable changes in regulation impacting the diversified telecommunication services industry.
SENIOR CREDIT FUND, LLC
Overview
The Senior Credit Fund, an unconsolidated Delaware limited liability company, was formed on May 7, 2014 and commenced operations on October 1, 2014. We invest together with Cal Regents through the Senior Credit Fund. The Senior Credit Fund’s principal purpose is to make investments, either directly or indirectly through SPV I, primarily in senior secured loans to middle-market companies. Each of us and Cal Regents has a 50% economic ownership in the Senior Credit Fund and each has subscribed to fund $100.00 million. Except under certain circumstances, contributions to the Senior Credit Fund cannot be redeemed. The Senior Credit Fund is managed by a six member board of managers, on which we and Cal Regents have equal representation. Investment decisions generally must be unanimously approved by a quorum of the board of managers. Establishing a quorum for the Senior Credit Fund’s board of managers requires at least four members to be present at a meeting, including at least two of our representatives and two of Cal Regents’ representatives. If there are five members present at a meeting, all three representatives of Cal Regents must be present to constitute a quorum. On July 31, 2017, we and Cal Regents, as members of the Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund to extend the investment period for the Senior Credit Fund from August 1, 2017 to November 1, 2017.
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We and Cal Regents are each responsible for sourcing the Senior Credit Fund’s investments. If the loan origination and structuring fees earned by the Senior Credit Fund (including directly or indirectly through SPV I or another vehicle) during a period exceed the Senior Credit Fund’s expenses (excluding interest and other debt expenses), such excess is paid as a fee to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by the Senior Credit Fund with respect to the loans originated by such Member.
Selected Financial Data
As of September 30, 2017 and December 31, 2016, we and Cal Regents had subscribed to fund and contributed the following in the Senior Credit Fund:
September 30, 2017 | December 31, 2016 | |||||||||||||||
Subscribed to fund | Contributed | Subscribed to fund | Contributed | |||||||||||||
( in millions) | ( in millions) | |||||||||||||||
Company | $ | 100.00 | $ | 94.34 | $ | 100.00 | $ | 77.59 | ||||||||
Cal Regents | 100.00 | 94.34 | 100.00 | 77.59 | ||||||||||||
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Total | $ | 200.00 | $ | 188.68 | $ | 200.00 | $ | 155.18 | ||||||||
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As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had total investments in senior secured debt at fair value of $471.53 million and $479.53 million, respectively. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had no investments on non-accrual status. As of September 30, 2017 and December 31, 2016, the Senior Credit Fund had an investment in a money market fund managed by an affiliate of Group Inc. with a total fair value of $4.85 million and $1.94 million, respectively. In addition, the Senior Credit Fund had eight unfunded commitments totaling $13.48 million as of September 30, 2017 and three unfunded commitments totaling $6.30 million as of December 31, 2016.
Below is a summary of the Senior Credit Fund’s portfolio (excluding an investment in a money market fund managed by an affiliate of Group Inc.) followed by a listing of the individual loans in the Senior Credit Fund’s portfolio as of September 30, 2017 and December 31, 2016:
As of | ||||||||
September 30, 2017 | December 31, 2016 | |||||||
Number of portfolio companies | 34 | 37 | ||||||
Total senior secured debt(1) | $490.87 million | $489.66 million | ||||||
Largest loan to a single borrower(1) | $24.90 million | $24.62 million | ||||||
Weighted average current interest rate on senior secured debt(2) | 7.0% | 6.6% | ||||||
Percentage of performing debt bearing a floating rate(3) | 100.0% | 100.0% | ||||||
Percentage of performing debt bearing a fixed rate(3) | –% | –% | ||||||
Weighted average leverage (net debt/EBITDA)(4) | 4.5x | 3.8x | ||||||
Weighted average interest coverage(4) | 2.9x | 3.2x | ||||||
Median EBITDA(4) | $43.30 million | $68.70 million |
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Senior Credit Fund Portfolio as of September 30, 2017
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||
1st Lien/Senior Secured Debt | ||||||||||||||||||
3SI Security Systems, Inc.(+++) | Commercial Services & Supplies | L + 6.25% (1.00% Floor) | 06/16/2023 | $ | 15.00 | $ | 14.78 | $ | 14.78 | |||||||||
A Place For Mom, Inc.(+++) | Diversified Consumer Services | L + 4.00% (1.00% Floor) | 08/10/2024 | 4.00 | 3.98 | 4.00 | ||||||||||||
Ansira Partners, Inc.(+++) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 8.66 | 8.58 | 8.58 | ||||||||||||
Ansira Partners, Inc.(+++) (1) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 1.27 | 0.69 | 0.69 | ||||||||||||
ASC Acquisition Holdings, LLC(+++) (2) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 10.83 | 10.74 | 10.72 | ||||||||||||
ASC Acquisition Holdings, LLC(1) (2) (3) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 3.75 | (0.04 | ) | (0.04 | ) | ||||||||||
ATX Networks Corp.(+++) | Communications Equipment | L + 6.00% (1.00% Floor) | 06/11/2021 | 16.55 | 16.42 | 16.30 | ||||||||||||
Badger Sportswear, Inc.(+++) | Textiles, Apparel & Luxury Goods | L + 4.50% (1.00% Floor) | 09/11/2023 | 14.85 | 14.72 | 14.77 | ||||||||||||
Crowne Group, LLC(+++) | Auto Components | L + 9.25% (1.00% Floor) | 05/26/2021 | 16.49 | 16.36 | 16.65 | ||||||||||||
CST Buyer Company(++++) | Diversified Consumer Services | L + 6.25% (1.00% Floor) | 03/01/2023 | 20.60 | 20.07 | 20.03 | ||||||||||||
CST Buyer Company(1) (3) | Diversified Consumer Services | L + 6.25% (1.00% Floor) | 03/01/2023 | 1.80 | (0.05 | ) | (0.05 | ) | ||||||||||
DBRS Limited(+++) | Capital Markets | L + 5.25% (1.00% Floor) | 03/04/2022 | 11.70 | 11.62 | 11.58 | ||||||||||||
DiscoverOrg, LLC(+) (2) | Software | L + 4.50% (1.00% Floor) | 08/25/2023 | 8.00 | 7.96 | 7.92 | ||||||||||||
FWR Holding Corporation(++++) | Hotels, Restaurants & Leisure | L + 6.00% (1.00% Floor) | 08/21/2023 | 9.10 | 8.88 | 8.88 | ||||||||||||
FWR Holding Corporation(+++) (1) | Hotels, Restaurants & Leisure | L + 6.00% (1.00% Floor) | 08/21/2023 | 1.18 | 0.29 | 0.29 | ||||||||||||
FWR Holding Corporation(1) (3) | Hotels, Restaurants & Leisure | L + 6.00% (1.00% Floor) | 08/21/2019 | 2.94 | (0.07 | ) | (0.07 | ) | ||||||||||
GK Holdings, Inc.(+++) | IT Services | L + 6.00% (1.00% Floor) | 01/20/2021 | 17.50 | 17.43 | 16.45 | ||||||||||||
HC Group Holdings III, Inc.(+++) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 04/07/2022 | 8.82 | 8.79 | 8.89 | ||||||||||||
Help/Systems, LLC(+++) | Software | L + 4.50% (1.00% Floor) | 10/08/2021 | 17.77 | 17.32 | 17.81 | ||||||||||||
Hygiena Borrower LLC(+++) | Life Sciences Tools & Services | L + 4.75% (1.00% Floor) | 08/26/2022 | 15.92 | 15.78 | 15.60 | ||||||||||||
Hygiena Borrower LLC(1) (3) | Life Sciences Tools & Services | L + 4.75% (1.00% Floor) | 08/26/2022 | 1.67 | (0.02 | ) | (0.03 | ) | ||||||||||
Jill Acquisition LLC(+++) | Textiles, Apparel & Luxury Goods | L + 5.00% (1.00% Floor) | 05/08/2022 | 14.04 | 13.95 | 13.91 | ||||||||||||
KMG Chemicals, Inc.(+) | Chemicals | L + 4.25% (1.00% Floor) | 06/15/2024 | 6.85 | 6.81 | 6.93 | ||||||||||||
Lattice Semiconductor Corporation(+) | Semiconductors & Semiconductor Equipment | L + 4.25% (1.00% Floor) | 03/10/2021 | 10.77 | 10.63 | 10.83 | ||||||||||||
Liquidnet Holdings, Inc.(+) | Capital Markets | L + 4.25% (1.00% Floor) | 07/15/2024 | 9.88 | 9.78 | 9.90 | ||||||||||||
Loar Group, Inc.(+) | Aerospace & Defense | L + 4.75% (1.00% Floor) | 01/12/2022 | 14.13 | 13.81 | 14.06 | ||||||||||||
MB Aerospace Holdings Inc.(+) | Aerospace & Defense | L + 5.50% (1.00% Floor) | 12/15/2022 | 15.73 | 15.60 | 15.69 | ||||||||||||
Netsmart Technologies, Inc.(+++) | Health Care Technology | L + 4.50% (1.00% Floor) | 04/19/2023 | 18.79 | 18.74 | 18.98 | ||||||||||||
Pomeroy Group LLC(+++++) | IT Services | L + 6.00% (1.00% Floor) | 11/30/2021 | 15.80 | 15.41 | 15.24 | ||||||||||||
Professional Physical Therapy(+++) | Health Care Providers & Services | L + 6.00% (1.00% Floor) | 12/16/2022 | 10.42 | 10.33 | 10.32 | ||||||||||||
RealD, Inc.(++) | Media | L + 7.50% (1.00% Floor) | 03/22/2021 | 16.70 | 16.57 | 16.58 | ||||||||||||
Research Now Group, Inc.(+++) | Professional Services | L + 4.50% (1.00% Floor) | 03/18/2021 | 9.43 | 9.34 | 9.39 | ||||||||||||
SciQuest, Inc.(+) | Internet Software & Services | L + 4.75% (1.00% Floor) | 07/28/2023 | 19.57 | 19.48 | 19.47 | ||||||||||||
Smarte Carte, Inc.(+++) | Air Freight & Logistics | L + 5.50% (1.00% Floor) | 08/30/2021 | 10.70 | 10.62 | 10.62 | ||||||||||||
SMS Systems Maintenance Services, Inc.(+) | IT Services | L + 5.00% (1.00% Floor) | 10/30/2023 | 14.89 | 14.82 | 14.48 | ||||||||||||
Stackpath, LLC(+++) | Internet Software & Services | L + 5.00% (1.00% Floor) | 02/03/2023 | 16.96 | 16.80 | 16.79 | ||||||||||||
Tronair Parent Inc.(+++) | Air Freight & Logistics | L + 4.75% (1.00% Floor) | 09/08/2023 | 13.86 | 13.74 | 13.72 | ||||||||||||
U.S. Acute Care Solutions, LLC(+++) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 05/14/2021 | 12.90 | 12.79 | 12.77 | ||||||||||||
VRC Companies, LLC(+) | Commercial Services & Supplies | L + 6.50% (1.00% Floor) | 03/31/2023 | 19.96 | 19.54 | 19.51 | ||||||||||||
VRC Companies, LLC(+++) (1) | Commercial Services & Supplies | P + 5.50% | 03/31/2023 | 3.53 | 2.18 | 2.18 | ||||||||||||
VRC Companies, LLC(1) | Commercial Services & Supplies | L + 6.50% (1.00% Floor) | 03/31/2022 | 1.41 | 0.75 | 0.75 | ||||||||||||
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Total 1st Lien/Senior Secured Debt | 445.92 | 445.87 | ||||||||||||||||
1st Lien/First-Out Unitranche | ||||||||||||||||||
Infogix, Inc.(+++) | Software | L + 5.00% (1.00% Floor) | 12/31/2021 | 9.65 | 9.58 | 9.63 | ||||||||||||
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Total 1st Lien/First-Out Unitranche | 9.58 | 9.63 | ||||||||||||||||
2nd Lien/Senior Secured Debt | ||||||||||||||||||
DiscoverOrg, LLC(+)(2) | Software | L + 8.50% (1.00% Floor) | 02/23/2024 | 10.50 | 10.34 | 10.39 | ||||||||||||
GK Holdings, Inc.(+++) | IT Services | L + 10.25% (1.00% Floor) | 01/20/2022 | 6.00 | 5.92 | 5.64 | ||||||||||||
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Total 2nd Lien/Senior Secured Debt | 16.26 | 16.03 | ||||||||||||||||
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Total Corporate Debt | 471.76 | 471.53 | ||||||||||||||||
Yield | Shares | Cost | Fair Value | |||||||||||||||
Investments in Affiliated Money Market Fund | ||||||||||||||||||
Goldman Sachs Financial Square Government Fund - Institutional Shares | 0.91%(4) | 4,849,420 | $ | 4.85 | $ | 4.85 | ||||||||||||
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Total Investments in Affiliated Money Market Fund | 4.85 | 4.85 | ||||||||||||||||
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TOTAL INVESTMENTS | $ | 476.61 | $ | 476.38 | ||||||||||||||
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L – LIBOR
P – U.S. Prime Rate (4.25% as of September 30, 2017)
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Senior Credit Fund Portfolio as of December 31, 2016
Portfolio Company | Industry | Interest | Maturity | Par Amount | Cost | Fair Value | ||||||||||||
(in millions) | ||||||||||||||||||
1st Lien/Senior Secured Debt | ||||||||||||||||||
Affordable Care Holding Corp.(+++) | Health Care Providers & Services | L + 4.75% (1.00% Floor) | 10/22/2022 | $ | 4.95 | $ | 4.86 | $ | 4.95 | |||||||||
Ansira Partners, Inc.(1) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 8.73 | 8.64 | 8.64 | ||||||||||||
Ansira Partners, Inc.(1)(2) | Media | L + 6.50% (1.00% Floor) | 12/20/2022 | 1.27 | – | – | ||||||||||||
ASC Acquisition Holdings, LLC(+++)(3) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 11.25 | 11.14 | 11.14 | ||||||||||||
ASC Acquisition Holdings, LLC(+++)(2)(3) | Distributors | L + 7.50% (1.00% Floor) | 12/15/2021 | 3.75 | – | – | ||||||||||||
ATX Networks Corp.(+++) | Communications Equipment | L + 6.00% (1.00% Floor) | 06/11/2021 | 16.77 | 16.60 | 16.35 | ||||||||||||
Badger Sportswear, Inc.(+++) | Textiles, Apparel & Luxury Goods | L + 4.50% (1.00% Floor) | 09/11/2023 | 14.96 | 14.86 | 14.85 | ||||||||||||
ConvergeOne Holdings Corporation(+++)(4) | Communications Equipment | L + 5.38% (1.00% Floor) | 06/17/2020 | 17.40 | 17.26 | 17.31 | ||||||||||||
Crowne Group, LLC(+++) | Auto Components | L + 9.25% (1.00% Floor) | 05/26/2021 | 16.87 | 16.72 | 17.04 | ||||||||||||
DBRS Limited(+++) | Capital Markets | L + 5.25% (1.00% Floor) | 03/04/2022 | 11.79 | 11.70 | 10.73 | ||||||||||||
DiscoverOrg, LLC(+)(3) | Software | L + 4.25% (1.00% Floor) | 06/02/2020 | 7.15 | 7.12 | 7.08 | ||||||||||||
Edgewood Partners Insurance Center(+) | Insurance | L + 6.00% (1.00% Floor) | 03/16/2023 | 15.88 | 15.59 | 15.92 | ||||||||||||
Explorer Holdings, Inc.(+++) | Health Care Technology | L + 5.00% (1.00% Floor) | 05/02/2023 | 9.95 | 9.85 | 10.02 | ||||||||||||
GK Holdings, Inc.(+++) | IT Services | L + 5.50% (1.00% Floor) | 01/20/2021 | 17.64 | 17.56 | 17.46 | ||||||||||||
HC Group Holdings III, Inc.(+++) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 04/07/2022 | 8.89 | 8.85 | 8.51 | ||||||||||||
Help/Systems, LLC(+++) | Software | L + 5.25% (1.00% Floor) | 10/08/2021 | 17.95 | 17.41 | 17.91 | ||||||||||||
Imagine! Print Solutions, Inc.(+++) | Commercial Services & Supplies | L + 6.00% (1.00% Floor) | 03/30/2022 | 4.96 | 4.91 | 5.04 | ||||||||||||
Jill Acquisition LLC(+++) | Textiles, Apparel & Luxury Goods | L + 5.00% (1.00% Floor) | 05/08/2022 | 15.81 | 15.70 | 15.75 | ||||||||||||
Lattice Semiconductor Corporation(+++) | Semiconductors & Semiconductor Equipment | L + 4.25% (1.00% Floor) | 03/10/2021 | 11.99 | 11.80 | 11.96 | ||||||||||||
Liquidnet Holdings, Inc.(+)(4) | Capital Markets | L + 6.75% (1.00% Floor) | 05/22/2019 | 24.62 | 24.34 | 24.43 | ||||||||||||
Loar Group, Inc.(++) | Aerospace & Defense | L + 4.75% (1.00% Floor) | 01/12/2022 | 9.93 | 9.68 | 9.88 | ||||||||||||
MB Aerospace Holdings Inc.(+++) | Aerospace & Defense | L + 5.50% (1.00% Floor) | 12/15/2022 | 15.85 | 15.71 | 15.77 | ||||||||||||
Mister Car Wash, Inc.(1) | Automobiles | L + 4.25% (1.00% Floor) | 08/20/2021 | 6.65 | 6.60 | 6.66 | ||||||||||||
Mister Car Wash, Inc.(1)(2) | Automobiles | L + 4.25% (1.00% Floor) | 08/20/2021 | 1.33 | – | 0.01 | ||||||||||||
Netsmart Technologies, Inc.(+++) | Health Care Technology | L + 4.50% (1.00% Floor) | 04/19/2023 | 18.94 | 18.88 | 19.00 | ||||||||||||
Oasis Outsourcing Holdings, Inc.(+) | Diversified Financial Services | L + 4.75% (1.00% Floor) | 12/27/2021 | 3.98 | 3.97 | 3.99 | ||||||||||||
PGX Holdings, Inc.(+++)(4) | Professional Services | L + 5.25% (1.00% Floor) | 09/29/2020 | 13.58 | 13.51 | 13.55 | ||||||||||||
Playcore Wisconsin, Inc.(+++) | Leisure Equipment & Products | L + 4.25% (1.00% Floor) | 05/29/2020 | 18.00 | 17.82 | 17.82 | ||||||||||||
Pomeroy Group LLC(++++) | IT Services | L + 6.00% (1.00% Floor) | 11/30/2021 | 15.92 | 15.47 | 15.76 | ||||||||||||
Precyse Acquisition Corp.(+) | Health Care Technology | L + 5.50% (1.00% Floor) | 10/20/2022 | 7.47 | 7.37 | 7.55 | ||||||||||||
Professional Physical Therapy(+++) | Health Care Providers & Services | L + 6.00% (1.00% Floor) | 12/16/2022 | 10.50 | 10.40 | 10.40 | ||||||||||||
RealD, Inc.(++) | Media | L + 7.50% (1.00% Floor) | 03/22/2021 | 16.87 | 16.72 | 16.70 | ||||||||||||
Research Now Group, Inc.(+++) | Professional Services | L + 4.50% (1.00% Floor) | 03/18/2021 | 9.59 | 9.48 | 9.45 | ||||||||||||
SciQuest, Inc.(++++) | Internet Software & Services | L + 4.75% (1.00% Floor) | 07/28/2023 | 13.93 | 13.86 | 13.86 | ||||||||||||
Smarte Carte, Inc.(+++) | Air Freight & Logistics | L + 5.50% (1.00% Floor) | 08/30/2021 | 11.21 | 11.11 | 11.10 | ||||||||||||
Tronair Parent Inc.(+++) | Air Freight & Logistics | L + 4.75% (1.00% Floor) | 09/08/2023 | 13.86 | 13.76 | 13.72 | ||||||||||||
U.S. Acute Care Solutions, LLC(1) | Health Care Providers & Services | L + 5.00% (1.00% Floor) | 05/14/2021 | 13.00 | 12.87 | 12.87 | ||||||||||||
Veresen Midstream Limited Partnership(+++) | Energy Equipment & Services | L + 4.25% (1.00% Floor) | 03/31/2022 | 10.81 | 10.61 | 10.87 | ||||||||||||
Zep Inc.(+++) | Chemicals | L + 4.00% (1.00% Floor) | 06/27/2022 | 11.90 | 11.88 | 11.96 | ||||||||||||
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Total 1st Lien/Senior Secured Debt | 454.61 | 456.01 | ||||||||||||||||
1st Lien/First-Out Unitranche | ||||||||||||||||||
Infogix, Inc.(+++) | Software | L + 4.75% (1.00% Floor) | 12/31/2021 | 9.76 | 9.68 | 9.66 | ||||||||||||
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Total 1st Lien/First-Out Unitranche | 9.68 | 9.66 | ||||||||||||||||
2nd Lien/Senior Secured Debt | ||||||||||||||||||
DiscoverOrg, LLC(+++)(3) | Software | L + 9.00% (1.00% Floor) | 02/10/2022 | 8.00 | 7.86 | 7.86 | ||||||||||||
GK Holdings, Inc.(+++) | IT Services | L + 9.50% (1.00% Floor) | 01/20/2022 | 6.00 | 5.90 | 6.00 | ||||||||||||
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Total 2nd Lien/Senior Secured Debt | 13.76 | 13.86 | ||||||||||||||||
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Total Corporate Debt | $ | 478.05 | $ | 479.53 | ||||||||||||||
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L – LIBOR
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Below is certain summarized balance sheet information for the Senior Credit Fund as of September 30, 2017 and December 31, 2016:
As of | ||||||||
September 30, 2017 | December 31, 2016 | |||||||
(in millions) | ||||||||
Selected Balance Sheet Information | ||||||||
Total investments, at fair value | $ | 476.38 | $ | 481.47 | ||||
Cash and other assets | 29.40 | 10.93 | ||||||
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Total assets | $ | 505.78 | $ | 492.40 | ||||
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Debt(1) | $ | 306.59 | $ | 300.57 | ||||
Other liabilities | 8.96 | 35.04 | ||||||
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Total liabilities | $ | 315.55 | $ | 335.61 | ||||
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Members’ equity | $ | 190.23 | $ | 156.79 | ||||
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Total liabilities and members’ equity | $ | 505.78 | $ | 492.40 | ||||
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Below is certain summarized Statement of Operations information for the Senior Credit Fund for the three and nine months ended September 30, 2017 and 2016:
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
(in millions) | ||||||||||||||||
Selected Statement of Operations Information: | ||||||||||||||||
Total investment income | $ | 9.54 | $ | 6.91 | $ | 28.14 | $ | 18.22 | ||||||||
Expenses | ||||||||||||||||
Interest and other debt expenses | 3.48 | 2.31 | 10.13 | 6.58 | ||||||||||||
Excess loan origination and structuring fees | 0.35 | 1.11 | 1.10 | 1.71 | ||||||||||||
Professional fees | 0.18 | 0.09 | 0.48 | 0.30 | ||||||||||||
Administration and custodian fees | 0.10 | 0.08 | 0.30 | 0.24 | ||||||||||||
Other expenses | 0.04 | 0.03 | 0.09 | 0.05 | ||||||||||||
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Total expenses | 4.15 | 3.62 | 12.10 | 8.88 | ||||||||||||
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Net investment income (loss) | 5.39 | 3.29 | 16.04 | 9.34 | ||||||||||||
Net realized gain (loss) on investments | 0.03 | – | 0.11 | – | ||||||||||||
Net change in unrealized appreciation (depreciation) on investments | (0.14 | ) | 1.83 | (1.71 | ) | 3.82 | ||||||||||
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Net increase (decrease) in members’ equity | $ | 5.28 | $ | 5.12 | $ | 14.44 | $ | 13.16 | ||||||||
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Debt
On December 19, 2016, SPV I entered into an amended and restated credit facility (as amended, the “Asset Based Facility”), which, consists of a revolving credit facility (the “SPV I Revolving Credit Facility”), a term loan facility (the “SPV I Term Loan Facility”) and a Class B loan facility (the “SPV I Class B Facility”), with various lenders. For the Asset Based Facility, Natixis, New York Branch (“Natixis”) serves as the facility agent, and State Street Bank and Trust Company serves as the collateral agent. The Asset Based Facility includes a maximum borrowing capacity of $400.00 million. The SPV I Revolving Credit Facility provided for borrowings in an aggregate amount up to $120.00 million on a committed basis as of September 30, 2017. As of September 30, 2017, the SPV I Term Loan Facility consisted of a $240.00 million fully drawn term loan and the SPV I Class B Facility consisted of a $40.00 million fully drawn Class B loan.
As of September 30, 2017 and December 31, 2016, the SPV I’s outstanding borrowings under the Asset Based Facility were $309.15 million, and $303.25 million, respectively. The summary information of the Asset Based Facility for the three and nine months ended September 30, 2017 and 2016 is as follows:
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Borrowing interest expense | $ | 3.09 | $ | 1.92 | $ | 9.05 | $ | 4.78 | ||||||||
Facility fees | 0.20 | 0.15 | 0.51 | 0.60 | ||||||||||||
Amortization of financing costs | 0.19 | 0.12 | 0.57 | 0.57 | ||||||||||||
Total | $ | 3.48 | $ | 2.19 | $ | 10.13 | $ | 5.95 | ||||||||
Weighted average interest rate | 3.8% | 3.2% | 3.6% | 3.1% | ||||||||||||
Average outstanding balance | 324.66 | 237.33 | 334.16 | 202.46 |
The Senior Credit Fund had entered into a revolving credit facility (the “Subscription Facility”) with Versailles Assets LLC as lender, and with Natixis as the facility agent. The Subscription Facility provided for borrowings in an aggregate amount up to $50.00 million on a committed basis. The Senior Credit Fund’s obligations to Natixis and the lenders were secured by the unfunded subscriptions of us and Cal Regents, proceeds of such subscriptions and certain other assets. On September 30, 2016, the Senior Credit Fund paid in full all loans outstanding and the Subscription Facility was terminated. In connection thereof, the related documents governing the Subscription Facility were also terminated. The summary information of the Subscription Facility for the three and nine months ended September 30, 2017 and 2016 is as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
($ in millions) | ||||||||||||||||
Borrowing interest expense | N/A | $ | 0.07 | N/A | $ | 0.50 | ||||||||||
Facility fees | N/A | 0.02 | N/A | 0.04 | ||||||||||||
Amortization of financing costs | N/A | 0.03 | N/A | 0.09 | ||||||||||||
Total | N/A | $ | 0.12 | N/A | $ | 0.63 | ||||||||||
Weighted average interest rate | N/A | 2.7% | N/A | 2.5% | ||||||||||||
Average outstanding balance | N/A | $ | 10.72 | N/A | $ | 26.87 |
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 2 to 1150% after such borrowing.borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of September 30, 2017March 31, 2024 and December 31, 2016,2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 2.63 to 1188% and 2.32 to 1, respectively.187%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
As of September 30, 2017, we had cash of approximately $11.97 million, an increase of $7.40 million from December 31, 2016. Cash provided by operating activitiesWe may enter into investment commitments through signed commitment letters that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the nine months ended September 30, 2017 was approximately $31.51 million, primarily driven by an increase in net assets resultingpurpose of planning our capital resources and ongoing liquidity, including our financial leverage.
Equity Issuances
We may from operationstime to time issue and sell shares of $37.26 million, proceeds from sales and principal repayments of $472.44 million and proceeds from other operating activities of $16.42 million, offset by purchases of investments of $494.61 million. Cash used by financing activities for the nine months ended September 30, 2017 was approximately $24.11 million, primarily driven by repayments on debt of $460.35 million, distributions paid of $49.83 million and other financing activities of $0.85 million, partially offset by borrowings on debt of $405.35 million and proceeds from the issuance ofour common stock (net of underwritingthrough public or at-the-market ("ATM”) offerings. On May 26, 2022, we entered into (i) an equity distribution agreement by and offering costs) of $81.57 million.
57
As of September 30, 2016, we had cash of approximately $14.67 million, a decrease of $8.04 million from December 31, 2015. Cash usedamong us, GSAM and Truist Securities, Inc. (“Truist”) and (ii) an equity distribution agreement by operating activities for the nine months ended September 30, 2016 was approximately $11.47 million, primarily driven by purchases of investments of $219.90 million, partially offset by an increase in net assets resulting from operations of $35.06 million, proceeds from sales and principal repayments of $139.50 million, net purchase of investmentsamong us, GSAM and SMBC Nikko Securities America, Inc (“SMBC”). The equity distribution agreements with Truist and SMBC described in the affiliated money market fund of $10.11 millionpreceding sentence are collectively referred to herein as the “2022 Equity Distribution Agreements.” On and proceeds from other operating activities of $23.76 million. Cash providedeffective August 1, 2023, we terminated the 2022 Equity Distribution Agreements in accordance with their respective terms.
On November 15, 2023, we entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by financing activities forand among us, GSAM and Truist.
For further details regarding the nine months ended September 30, 2016 was approximately $3.43 million, primarily driven by proceeds from2022 Equity Distribution Agreements and the borrowings on debt of $195.50 million, partially offset by repayments on debt of $143.25 million, distributions paid of $48.74 million, and other financing activities of $0.08 million.2023 Equity Distribution Agreement, see Note 9 “Net Assets—Equity Issuances—At-the-market (“ATM”) Offering” to our consolidated financial statements included in this report.
To the extent permissible under the risk retention rules and applicable provisions of the 1940 Act, we may raise capital by securitizing certain of our investments, including through the formation of one or more CLOs or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company subsidiary (subject to regulatory approvals).
Equity Issuances
On May 24, 2017,March 9, 2023, we completed a follow-on offering (the "March Offering") under our shelf registration statement, issuing 3,250,0006,500,000 shares of our common stock at a public offering price to the underwriters of $22.50$15.09 per share. Net of offering and underwriting costs, we received cash proceeds of $69.65$97.58 million.
69
On May 26, 2017, we sold an additional 487,500
For further details, see Note 9 “Net Assets—Equity Issuances—Follow-on Offering” to our consolidated financial statements included in this report.
Common Stock Repurchase Plan
In November 2021, our Board of Directors approved and authorized a 10b5-1 stock repurchase plan (the “2022 10b5-1 Plan”), which provided for us to repurchase up to $75.00 million of shares of our common stock pursuant to the underwriters’ exercise of the option to purchase additional shares we granted in connection with the aforementioned offering. Net of underwriting costs, we received additional cash proceeds of $10.64 million.
There were no sales ofif our common stock during the nine months ended September 30, 2016.
10b5-1 Plan
GS & Co. adopted a 10b5-1 plan (the “GS 10b5-1 Plan”) in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, which provided for the purchase by GS & Co. in the open market of up to the lesser of (i) $25.00 million in the aggregate of our common stock and (ii) such amount that would not bring its collective ownership (with Group Inc.) of our common stock over 19.9%. The GS 10b5-1 Plan expired on March 18, 2016. The GS 10b5-1 Plan required GS & Co. to purchase shares of our common stock when the market price per share was below our most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share). The purchase of shares by GS & Co. pursuant to the GS 10b5-1 Plan was intended to satisfy the conditions of Rules 10b5-1 and 10b-18 under the Exchange Act, and was otherwise subject to applicable law. Under the GS 10b5-1 Plan, GS & Co. increased the volume of purchases made anytime the market price per share of our common stock declinedtraded below the most recently reportedannounced quarter-end NAV per share, subject to volume restrictions. Purchases of our common stock by GS & Co. under the GScertain limitations. The 2022 10b5-1 Plan may have resulted in the price of our common stock being higher than the price that otherwise might have existed in the open market. For the period January 1, 2016 through March 18, 2016, GS & Co. purchased 432,638 shares of our common stock pursuant to the GS 10b5-1 Plan.
Common Stock Repurchase Plan
In February 2015, our Board of Directors approved a common stock repurchase plan (the “Company Repurchase Plan”), which authorized our purchase of up to $35.00 million of our common stock in the open market during open trading periods. No repurchases were made pursuant to the Company Repurchase Plan whichbecame effective on August 17, 2022, commenced on September 16, 2022 and expired on March 18, 2016.
In February 2016, our Board of Directors authorized us to repurchase up to $25.00 million of our common stock if the stock trades below the most recently announced NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share), from March 18, 2016 to March 18, 2017, subject to certain limitations. In February 2017, the Company’s Board of Directors renewed its authorization of the stock repurchase plan to extend the expiration to March 18, 2018.
In connection with this authorization, we entered into a 10b5-1 plan (the “Company 10b5-1 Plan”).August 17, 2023. The Company2022 10b5-1 Plan provides that purchases will be conducted on the open market on a programmatic basiswas temporarily suspended in accordance with Rules 10b5-1 and 10b-18 underits terms in connection with the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances. No purchases will be effected pursuant to the Company 10b5-1 Plan if such purchase would (i) cause the aggregate ownership of our outstanding stock by Group Inc. and GS & Co. to equal or exceed 25.0% (due to the reduction in outstanding shares of stock as a result of purchase) or (ii) cause our debt/equity ratio to exceed 0.75. The Company 10b5-1 Plan initially took effectMarch Offering on March 18, 2016 (with any purchases1, 2023 and remained suspended until its termination on August 17, 2023.
For further details, see Note 3 “Significant Agreements and Related Party Transactions” to commence after the opening of NYSE trading on March 21, 2016), was subsequently renewed and is scheduled to expire on March 18, 2018. Further, no purchases will be effected during the applicable restricted period under Regulation M as a result of an offering of securities by us or for a period of 60 days after the expiration of any overallotment optionour consolidated financial statements included in any common equity offering.
58
Repurchases of our common stock under the Company 10b5-1 Plan or otherwise may result in the price of our common stock being higher than the price that otherwise might exist in the open market. For the three and nine months ended September 30, 2017 and 2016, we did not repurchase any of our common stock pursuant to the Company 10b5-1 Plan or otherwise.
Dividend Reinvestment Plan
Concurrent with the IPO, we adoptedWe have a voluntary dividend reinvestment plan (the “DRIP”) that provides for automatic reinvestment of all cash distributions declared by theour Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if theour Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the dividend reinvestment planDRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Due to regulatory considerations, GS Group Inc. has opted out of the dividend reinvestment plan,DRIP, and GS & Co. hashad also opted out of the dividend reinvestment planDRIP in respect of any shares of our common stock acquired through the GS2022 10b5-1 Plan.
The following table summarizes shares distributed pursuantFor further details, see Note 9 “Net Assets” to our consolidated financial statements included in this report.
All correspondence concerning the plan should be directed to the dividend reinvestment plan during the nine months ended September 30, 2017 to stockholders who had not opted out of the dividend reinvestment plan.
| ||||||||
The following table summarizes shares distributed pursuantagent at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, with overnight correspondence being directed to the dividend reinvestment plan duringagent at Computershare Trust Company, N.A., 150 Royall St., Suite 101, Canton, MA 02021; by calling 855-807-2742; or through the nine months ended September 30, 2016plan agent’s website at www.computershare.com/investor. Participants who hold their shares through a broker or other nominee should direct correspondence or questions concerning the DRIP to stockholders who had not opted out of the dividend reinvestment plan.their broker or nominee.
| ||||||||
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party.
The following table shows our contractual obligations as of September 30, 2017:March 31, 2024:
Payments Due by Period (Millions) | ||||||||||||||||||||
Total | Less Than 1 Year | 1 – 3 Years | 3 – 5 Years | More Than 5 Years | ||||||||||||||||
Revolving Credit Facility | $ | 332.75 | $ | – | $ | – | $ | 332.75 | $ | – | ||||||||||
Convertible Notes | $ | 115.00 | $ | – | $ | – | $ | 115.00 | $ | – |
|
| Payments Due by Period (in millions) |
| |||||||||||||||||
|
| Total |
|
| Less Than |
|
| 1 – 3 Years |
|
| 3 – 5 Years |
|
| More Than |
| |||||
2025 Notes |
| $ | 360.00 |
|
| $ | 360.00 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
2026 Notes |
| $ | 500.00 |
|
| $ | — |
|
| $ | 500.00 |
|
| $ | — |
|
| $ | — |
|
2027 Notes |
| $ | 400.00 |
|
| $ | — |
|
| $ | 400.00 |
|
| $ | — |
|
| $ | — |
|
Revolving Credit Facility(1) |
| $ | 583.82 |
|
| $ | — |
|
| $ | — |
|
| $ | 583.82 |
|
| $ | — |
|
Revolving Credit Facility
On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. SunTrustTruist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent.agent under the Revolving Credit Facility.
On October 3, 2014, weThe aggregate committed borrowing amount under the Revolving Credit Facility is $1,695.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility to up to $2,542.50 million. We amended and restated the Revolving Credit Facility to, among other things: increase the aggregate borrowing amount on a committed basis, increase the total borrowing capacity, extend the maturity date,numerous occasions between October 3, 2014 and reduce the applicable margin of borrowings.
On January 16, 2015, we exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $535.00 million, on a committed basis.
On March 27, 2015, we exercised the right under the accordion feature and increased the size of the Revolving Credit Facility to $560.00 million, on a committed basis.
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On November 3, 2015, we amended the Revolving Credit Facility to, among other things:
October 18, 2023.
increase the aggregate borrowing amount to $570.00 million on a committed basis;70
increase the total borrowing capacity to a maximum of $1,000.00 million;
extend the final maturity date to November 4, 2020; and
reduce the applicable margin of borrowings with respect to (i) any loan bearing interest at a rate determined by reference to the alternate base rate from 1.25% to 0.75% or 1.00%, subject to borrowing base conditions and (ii) any loan bearing interest at a rate determined by reference to the adjusted LIBOR rate from 2.25% to 1.75% or 2.00%, subject to borrowing base conditions.
On December 16, 2016, we further amended the Revolving Credit Facility to, among other things:
increase aggregate borrowing amount to $605.00 million on a committed basis; and
extend the final maturity date to December 16, 2021.
Borrowings under the Revolving Credit Facility,denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at the Company’s election) of either LIBOR(i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an applicable marginadditional 0.10% credit adjustment spread or applicable margin plus(ii) an alternative base rate, which is the higherhighest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 0.5%1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or overnight LIBOR(z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or daily simple SONIA plus 1.0%.a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or daily simple SONIA) plus, in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable quarterly in arrears.arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certain lenders which hold approximately 87% of total lending commitments, will mature, and all accrued and unpaid interest will be due and payable, on December 16, 2021.
The Revolving Credit Facility may be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Guarantors”). The Senior Credit Fund is not a Guarantor of the Revolving Credit Facility. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
Our obligations to the lendersOctober 18, 2028. Any amounts borrowed under the Revolving Credit Facility are secured by a first priority securitywith respect to remaining lenders will mature, and all accrued and unpaid interest in substantially all of our portfolio of investmentswill be due and cash, with certain exceptions. Thepayable, on May 5, 2027.
For further details, see Note 6 “Debt — Revolving Credit Facility contains certain customary covenants, including: (i) maintaining a minimum shareholder’s equity of $478.51 million, subjectFacility” to increase from certain equity sales, (ii) maintaining an asset coverage ratio of at least 2 to 1, (iii) maintaining a minimum liquidity test of at least 10% of the “covered debt amount” during any period when the “adjusted covered debt balance” is greater than 90% of the “adjusted borrowing base,” as such quoted terms are definedour consolidated financial statements included in the Revolving Credit Facility and (iv) restrictions on industry concentrations in our investment portfolio. We are in compliance with these covenants.this report.
The Revolving Credit Facility also includes customary representations and warranties, conditions precedent to funding of draws and events of default.2025 Notes
Convertible Notes
On October 3, 2016,February 10, 2020, we closed an offering of $115.00$360.00 million aggregate principal amount of 3.75% unsecured Convertiblenotes due 2025. The 2025 Notes which includes $15.00 million aggregate principal amount were issued pursuant to the initial purchasers’ exercise in full of an over-allotment option.indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The Convertible2025 Notes bear interest at a rate of 4.50%3.75% per year, payable semi-annually in arrears on April 1February 10 and October 1August 10 of each year. The 2025 Notes will mature on February 10, 2025 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.
2026 Notes
On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026. The 2026 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bear interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.
2027 Notes
On March 11, 2024, we closed an offering of $400.00 million aggregate principal amount of 6.375% unsecured notes due 2027. The 2027 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, in arrears on March 11 and September 11 of each year, commencing on April 1, 2017.September 11, 2024. The Convertible2027 Notes will mature on April 1, 2022, unless repurchasedMarch 11, 2027 and may be redeemed in whole or converted in accordance with their terms prior to such date. In certain circumstances, the Convertible Notes will be convertible into cash, shares ofpart at our common stock or a combination of cash and shares of our common stock, based on an initial conversion rate of 40.8397 shares of our common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $24.49 per share of common stock, subject to customary anti-dilution adjustments and the other terms of the indenture governing the Convertible Notes. The conversion price is approximately 10.0% above the $22.26 per share closing price of our common stock on September 27, 2016. We will not have the right to redeem the Convertible Notes prior to maturity. The sale of the Convertible Notes generated net proceeds of approximately $110.90 million. We used the net proceeds of the offering to pay down debt under the Revolving Credit Facility.
Holders may convert their notes at their option at any time prioror from time to time at the close of business onredemption prices set forth in the business day immediately preceding October 1, 2021 only underindenture. For further details, see Note 6 “Debt—2027 Notes” to our consolidated financial statements included in this report.
Off-Balance Sheet Arrangements
We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the following circumstances: (1) during any calendar quarter commencing after December 31, 2016, if the last reported sale pricenormal course of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending onbusiness to fund investments and to meet the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale pricefinancial needs of our common stockportfolio companies. These instruments may include commitments to extend credit and the conversion rate on each such trading day; or (3) upon the occurrenceinvolve, to varying degrees, elements of specified corporate events. On or after October 1, 2021, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the occurrence or nonoccurrence of any of the foregoing circumstances.
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The Convertible Notes are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 470-20,Debt with Conversionliquidity and Other Options. Upon conversion of any of the Convertible Notes, we intend to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, we have the option to pay the excess amount in cash or shares of our common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. We have determined that the embedded conversion options in the Convertible Notes are not required to be separately accounted for as derivatives under ASC 815,Derivatives and Hedging. At the time of issuance the values of the debt and equity components of the Convertible Notes were approximately 99.4% and 0.6%, respectively.
The OID equal to the equity component of the Convertible Notes was recorded in “paid-in capitalcredit risk in excess of par”the amount recognized in the accompanying Consolidated Statementsbalance sheet. As of Assets and Liabilities. We record interest expense comprisedMarch 31, 2024, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| (in millions) |
| |||||
Unfunded Commitments |
|
|
|
|
|
| ||
First Lien/Senior Secured Debt |
| $ | 494.39 |
|
| $ | 289.20 |
|
First Lien/Last-Out Unitranche |
|
| 20.27 |
|
|
| 18.32 |
|
Total |
| $ | 514.66 |
|
| $ | 307.52 |
|
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HEDGING
HEDGING
Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans isare denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. TheOur Investment Adviser has claimed no-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC staff no-action letter (the “BDC CFTC No-Action Letter”)Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, the BDC CFTC No-Action LetterRule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.
Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RIC) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC CFTC No-Action Letter. As of September 30, 2017, no hedging arrangements were used.
OFF-BALANCE SHEET ARRANGEMENTS
Wequalifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may becomeenter into an unfunded commitment agreement that is not a partyderivatives transaction, such as an agreement to financial instruments with off-balance sheet risk inprovide financing to a portfolio company, if the normal course of our business to fund investmentsBDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet the financial needsits obligations with respect to all of our portfolio companies. These instruments may include commitmentsits unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess ofaggregate the amount recognized in the balance sheet. As of September 30, 2017, we believed that we had adequateany other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial resources to satisfy our unfunded commitments. As of September 30, 2017 and December 31, 2016, our unfunded commitments to provide funds to portfolio companies were as follows:contracts.
As of | ||||||||
September 30, 2017 | December 31, 2016 | |||||||
(in millions) | ||||||||
Unfunded Commitments | ||||||||
First Lien/Senior Secured Debt | $ | 14.87 | $ | 6.80 | ||||
First Lien/Last-Out Unitranche | – | – | ||||||
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|
|
| |||||
Total | $ | 14.87 | $ | 6.80 | ||||
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|
|
|
RECENT DEVELOPMENTS
On October 31, 2017, our Board of Directors declared a quarterly distribution of $0.45 per share payable on January 16, 2018 to holders of record as of December 29, 2017.
On November 1, 2017, we and Cal Regents, as members of the Senior Credit Fund, entered into an amendment to the amended and restated limited liability company agreement of the Senior Credit Fund to extend the investment period for the Senior Credit Fund from November 1, 2017 to January 2, 2018.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below,
For a description of our critical accounting policies, are further described in the notes to the consolidated financial statements.
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Valuation of Portfolio Investments
As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, at all times consistent with GAAP and the Investment Company Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our assets within the meaning of the Investment Company Act, on at least a quarterly basis, in accordance with the terms of Financial Accounting Standards Board ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”). Our valuation procedures are described in more detail below.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).
ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.
The three-level hierarchy for fair value measurement is defined as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
Level 2—inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.
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Currently, the majority of our investments fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which are in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, and the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by our Board of Directors contemplates a multi-step valuation process each quarter, as described below:
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Investment Transactions and Related Investment Income
We record our investment transactions on a trade date basis. Realized gains and losses are based on the specific identification method. Dividend income on common equity investments are recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Interest income and dividend income are presented net of withholding tax, if any. Accretion of discounts and amortization of premiums, which are included in interest income and expense, are recorded over the life of the underlying instrument using the effective interest method.
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Fair value generally is based on quoted market prices, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments in securities are measured at fair value as determined by our Investment Adviser and/or by one or more independent third parties.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. For additional information, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report.
Non-Accrual Status
Loans or debt securities are placed on non-accrual status when it is probable that principal or interest will not We consider the most significant accounting policies to be collected according to the contractual terms. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, principal and interest payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2017, we had two investments on non-accrual status, which represented 3.4% and 1.5% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $0.00 million) at amortized cost and at fair value, respectively. As of December 31, 2016, we had two investments on non-accrual status, which represented 3.8% and 1.4% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $0.00 million) at amortized cost and at fair value, respectively.
Distribution Policy
We intend to pay quarterly distributionsthose related to our stockholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board of Directors. All distributions will be subject to lawfully available funds therefor,Investments, Revenue Recognition, Non-Accrual Investments, Distributions, and no assurance can be given that we will be able to declare distributions in future periods.Income Taxes.
We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ended December 31, 2013. To obtain and maintain RIC status, we must, among other things, timely distribute to our stockholders at least 90% of our investment company taxable income for each taxable year. We intend to timely distribute to our stockholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and, depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. The distributions we pay to our stockholders in a year may exceed our net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to stockholders after the end of the calendar year. Stockholders should read carefully any written disclosure regarding a distribution from us and should not assume that the source of any distribution is our net ordinary income or capital gains.RECENT DEVELOPMENTS
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, ifOn May 1, 2024, our Board of Directors declaresdeclared a cashquarterly distribution each stockholder that has not “opted out” of our dividend reinvestment plan will have its distribution automatically reinvested in additional shares$0.45 per share payable on July 26, 2024 to holders of our common stock rather than receivingrecord as of June 28, 2024.
In March 2024, the cash distribution. Stockholders who receive distributions in the form of shares of common stock will generally be subjectSEC adopted final rules requiring registrants to provide certain climate-related disclosures to the same U.S. federal, stateextent they are material. These rules require certain disclosures related to severe weather events and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those stockholders will not receive cash with whichother natural conditions in notes to pay any applicable taxes. Due to regulatory considerations, Group Inc. has opted out of the dividend reinvestment plan, and GS & Co. has opted out of the dividend reinvestment plan in respect of any shares of our common stock acquired through the GS 10b5-1 Plan.
Federal Income Taxes
As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our investment company taxable income for each year. Depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable U.S. federal excise tax. We generally will beaudited financial statements. These disclosures are required to pay such U.S. federal excise tax if our distributions during a calendarbe phased-in over multiple years beginning with fiscal year do not exceed2025 for large accelerated filers followed by other filers. However, in April 2024, the sumSEC stayed the implementation of (1) 98%these rules, pending the outcome of our net ordinary income (taking into account certain deferrals and elections) forlitigation challenging the calendar year, (2) 98.2%rules.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of September 30, 2017March 31, 2024 and December 31, 2016,2023, on a fair value basis, approximately 4.0%0.6% and 7.2%, respectively,0.1% of our performing debt investments bore interest at a fixed rate (including income producing preferred stock investments), and approximately 96.0%99.4% and 92.8%, respectively,99.9% of our performing debt investments bore interest at a floating rate. Our borrowings under theour Revolving Credit Facility bear interest at a floating rate and the Convertibleour 2025 Notes, 2026 Notes and 2027 Notes bear interest at a fixed rate.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.
Based on our September 30, 2017 balance sheet,March 31, 2024 Consolidated Statements of Assets and Liabilities, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
As of September 30, 2017 Basis Point Change | Interest Income | Interest Expense | Net Income | |||||||||||||||||||||
(in millions) | ||||||||||||||||||||||||
As of March 31, 2024 |
| Interest |
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| Interest |
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| Net |
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($ in millions) |
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Up 300 basis points | $ | 27.33 | $ | (9.32) | $ | 18.01 |
| $ | 79.56 |
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| $ | (16.15 | ) |
| $ | 63.41 |
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Up 200 basis points | 18.22 | (6.21) | 12.01 |
| 53.04 |
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| (10.77 | ) |
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| 42.27 |
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Up 100 basis points | 9.11 | (3.11) | 6.00 |
| 26.52 |
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| (5.38 | ) |
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| 21.14 |
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Up 75 basis points | 6.83 | (2.33) | 4.50 |
| 19.89 |
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| (4.04 | ) |
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| 15.85 |
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Up 50 basis points | 4.55 | (1.55) | 3.00 |
| 13.26 |
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| (2.69 | ) |
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| 10.57 |
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Up 25 basis points | 2.27 | (0.78) | 1.49 |
| 6.63 |
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| (1.35 | ) |
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| 5.28 |
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Down 25 basis points | (2.04) | 0.78 | (1.26) |
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| (6.63 | ) |
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| 1.35 |
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Down 50 basis points | (2.51) | 1.55 | (0.96) |
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| 2.69 |
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Down 75 basis points | (2.56) | 2.33 | (0.23) |
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| (19.89 | ) |
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| 4.04 |
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| (15.85 | ) | |||||||||
Down 100 basis points | (2.58) | 3.11 | 0.53 |
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| (26.52 | ) |
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| 5.38 |
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Down 200 basis points | (2.59) | 3.83 | 1.24 |
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| (53.04 | ) |
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| 10.77 |
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Down 300 basis points | (2.59) | 3.83 | 1.24 |
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| (79.54 | ) |
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| 16.15 |
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| (63.39 | ) |
We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
Although the current outlook is uncertain, heightened inflation may persist in the near to medium-term, particularly in the United States, with the possibility that monetary policy may tighten in response. Persistent inflationary pressures may affect our portfolio companies’ profit margins.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in RuleRules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer have concluded that our current disclosure controls and procedures arewere effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.as of March 31, 2024. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting.There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ItemITEM 1. Legal Proceedings.LEGAL PROCEEDINGS.
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
ITEM 1A. RISK FACTORS.
An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item 1A:1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2016,2023, which was filed with the SEC on February 28, 2017.2024. Additional risks and uncertainties not currently known to the Companyus or that itwe currently deemsdeem to be immaterial may materially affect itsour business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.None.
None.ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Item 3. Defaults Upon Senior Securities.
Not applicable.
ItemITEM 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES.
Not applicable.
ItemITEM 5. Other Information.OTHER INFORMATION.
On November 1, 2017, we and Cal Regents, as members
ITEM 6. EXHIBITS
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.
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INDEX TO EXHIBITSTable of Contents
EXHIBIT NO. | EXHIBITS | |||
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3.1 | ||||
3.2 | ||||
4.1 | ||||
4.2 | ||||
4.3 | ||||
31.1* | ||||
31.2* | ||||
31.3* | ||||
32.1* | ||||
32.2* | ||||
32.3* | ||||
101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | |||
101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |||
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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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.
GOLDMAN SACHS BDC, INC. | ||||||||
Date: | /s/ | |||||||
| Alex Chi
( | |||||||
Date: | /s/ | |||||||
| David Miller Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer) | |||||||
Date: May 7, 2024 | /s/ Stanley Matuszewski | |||||||
Stanley Matuszewski Chief Financial Officer and Treasurer (Principal Financial Officer) |
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