UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
FORM 10-Q☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended November 30, 20172023
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-33376No. 814-00732
SARATOGA INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 20-8700615 | |
(State or other jurisdiction of
| (I.R.S. Employer
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535 Madison Avenue
New York, New York 10022
(Address of principal executive offices)
(212) 906-7800
(Registrant’s telephone number, including area code)
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 | SAR | The New York Stock Exchange | ||
| 6.00% Notes due 2027 | SAT | The New York Stock Exchange | ||
| 8.00% Notes due 2027 | SAJ | The New York Stock Exchange | ||
| 8.125% Notes due 2027 | SAY | The New York Stock Exchange | ||
| 8.50% Notes due 2027 | SAZ | The New York Stock Exchange |
Indicate by check mark whether the registrantRegistrant (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 registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.days: Yes ☒ 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). Yes ☐☒ 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” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | ☐ | ||||
| ☐ | ||||||
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.Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of outstanding common shares of the registrant’s common stock, $0.001 par value, outstandingregistrant as of January 10, 20188, 2024 was 6,257,029.13,653,476
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Saratoga Investment Corp.
Consolidated Statements of Assets and Liabilities
| As of | ||||||||
| November 30, 2017 | February 28, 2017 | |||||||
| (unaudited) | ||||||||
ASSETS | ||||||||
Investments at fair value | ||||||||
Non-control/Non-affiliate investments (amortized cost of $299,321,359 and $251,198,896, respectively) | $ | 295,371,210 | $ | 242,531,514 | ||||
Control investments (amortized cost of $38,943,193 and $49,283,536, respectively) | 43,466,477 | 50,129,799 | ||||||
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Total investments at fair value (amortized cost of $338,264,552 and $300,482,432, respectively) | 338,837,687 | 292,661,313 | ||||||
Cash and cash equivalents | 680,065 | 9,306,543 | ||||||
Cash and cash equivalents, reserve accounts | 8,037,715 | 12,781,425 | ||||||
Interest receivable (net of reserve of $1,373,118 and $157,560, respectively) | 3,288,960 | 3,294,450 | ||||||
Management and incentive fee receivable | 266,005 | 171,106 | ||||||
Other assets | 706,648 | 183,346 | ||||||
Receivable from unsettled trades | 97,041 | 253,041 | ||||||
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Total assets | $ | 351,914,121 | $ | 318,651,224 | ||||
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LIABILITIES | ||||||||
Revolving credit facility | $ | 1,000,000 | $ | — | ||||
Deferred debt financing costs, revolving credit facility | (720,258 | ) | (437,183 | ) | ||||
SBA debentures payable | 134,660,000 | 112,660,000 | ||||||
Deferred debt financing costs, SBA debentures payable | (2,666,620 | ) | (2,508,280 | ) | ||||
Notes payable | 74,450,500 | 74,450,500 | ||||||
Deferred debt financing costs, notes payable | (2,414,200 | ) | (2,689,511 | ) | ||||
Base management and incentive fees payable | 5,194,845 | 5,814,692 | ||||||
Accounts payable and accrued expenses | 1,200,514 | 852,987 | ||||||
Interest and debt fees payable | 1,982,347 | 2,764,237 | ||||||
Directors fees payable | — | 51,500 | ||||||
Due to manager | 380,770 | 397,505 | ||||||
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Total liabilities | $ | 213,067,898 | $ | 191,356,447 | ||||
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Commitments and contingencies (See Note 7) | ||||||||
NET ASSETS | ||||||||
Common stock, par value $.001, 100,000,000 common shares authorized, 6,149,582 and 5,794,600 common shares issued and outstanding, respectively | $ | 6,150 | $ | 5,795 | ||||
Capital in excess of par value | 198,211,630 | 190,483,931 | ||||||
Distribution in excess of net investment income | (26,649,881 | ) | (27,737,348 | ) | ||||
Accumulated net realized loss from investments and derivatives | (33,294,811 | ) | (27,636,482 | ) | ||||
Accumulated net unrealized appreciation (depreciation) on investments and derivatives | 573,135 | (7,821,119 | ) | |||||
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Total net assets | 138,846,223 | 127,294,777 | ||||||
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Total liabilities and net assets | $ | 351,914,121 | $ | 318,651,224 | ||||
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NET ASSET VALUE PER SHARE | $ | 22.58 | $ | 21.97 | ||||
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| November 30, 2023 | February 28, 2023 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Investments at fair value | ||||||||
| Non-control/Non-affiliate investments (amortized cost of $983,711,569 and $819,966,208, respectively) | $ | 976,440,074 | $ | 828,028,800 | ||||
| Affiliate investments (amortized cost of $45,834,741 and $25,722,320, respectively) | 47,128,397 | 28,305,871 | ||||||
| Control investments (amortized cost of $118,317,634 and $120,800,829, respectively) | 90,470,138 | 116,255,582 | ||||||
| Total investments at fair value (amortized cost of $1,147,863,944 and $966,489,357, respectively) | 1,114,038,609 | 972,590,253 | ||||||
| Cash and cash equivalents | 21,386,880 | 65,746,494 | ||||||
| Cash and cash equivalents, reserve accounts | 25,639,619 | 30,329,779 | ||||||
| Interest receivable (net of reserve of $6,951,408 and $2,217,300, respectively) | 9,235,919 | 8,159,951 | ||||||
| Management fee receivable | 364,032 | 363,809 | ||||||
| Other assets | 932,383 | 531,337 | ||||||
| Current tax receivable | 99,676 | 436,551 | ||||||
| Total assets | $ | 1,171,697,118 | $ | 1,078,158,174 | ||||
| LIABILITIES | ||||||||
| Revolving credit facility | $ | 35,000,000 | $ | 32,500,000 | ||||
| Deferred debt financing costs, revolving credit facility | (996,961 | ) | (1,344,005 | ) | ||||
| SBA debentures payable | 205,000,000 | 202,000,000 | ||||||
| Deferred debt financing costs, SBA debentures payable | (5,789,246 | ) | (4,923,488 | ) | ||||
| 8.75% Notes Payable 2024 | 20,000,000 | - | ||||||
| Discount on 8.75% notes payable 2024 | (251,521 | ) | - | |||||
| Deferred debt financing costs, 8.75% notes payable 2024 | (10,576 | ) | - | |||||
| 7.00% Notes Payable 2025 | 12,000,000 | 12,000,000 | ||||||
| Discount on 7.00% notes payable 2025 | (222,781 | ) | (304,946 | ) | ||||
| Deferred debt financing costs, 7.00% notes payable 2025 | (28,165 | ) | (40,118 | ) | ||||
| 7.75% Notes Payable 2025 | 5,000,000 | 5,000,000 | ||||||
| Deferred debt financing costs, 7.75% notes payable 2025 | (88,206 | ) | (129,528 | ) | ||||
| 4.375% Notes Payable 2026 | 175,000,000 | 175,000,000 | ||||||
| Premium on 4.375% notes payable 2026 | 641,310 | 830,824 | ||||||
| Deferred debt financing costs, 4.375% notes payable 2026 | (1,918,155 | ) | (2,552,924 | ) | ||||
| 4.35% Notes Payable 2027 | 75,000,000 | 75,000,000 | ||||||
| Discount on 4.35% notes payable 2027 | (330,619 | ) | (408,932 | ) | ||||
| Deferred debt financing costs, 4.35% notes payable 2027 | (1,119,041 | ) | (1,378,515 | ) | ||||
| 6.25% Notes Payable 2027 | 15,000,000 | 15,000,000 | ||||||
| Deferred debt financing costs, 6.25% notes payable 2027 | (291,226 | ) | (344,949 | ) | ||||
| 6.00% Notes Payable 2027 | 105,500,000 | 105,500,000 | ||||||
| Discount on 6.00% notes payable 2027 | (132,538 | ) | (159,334 | ) | ||||
| Deferred debt financing costs, 6.00% notes payable 2027 | (2,399,002 | ) | (2,926,637 | ) | ||||
| 8.00% Notes Payable 2027 | 46,000,000 | 46,000,000 | ||||||
| Deferred debt financing costs, 8.00% notes payable 2027 | (1,360,960 | ) | (1,622,376 | ) | ||||
| 8.125% Notes Payable 2027 | 60,375,000 | 60,375,000 | ||||||
| Deferred debt financing costs, 8.125% notes payable 2027 | (1,665,155 | ) | (1,944,536 | ) | ||||
| 8.50% Notes Payable 2028 | 57,500,000 | - | ||||||
| Deferred debt financing costs, 8.50% notes payable 2028 | (1,781,486 | ) | - | |||||
| Base management and incentive fees payable | 8,139,713 | 12,114,878 | ||||||
| Deferred tax liability | 3,422,306 | 2,816,572 | ||||||
| Accounts payable and accrued expenses | 2,086,243 | 1,464,343 | ||||||
| Interest and debt fees payable | 4,609,435 | 3,652,936 | ||||||
| Directors fees payable | - | 14,932 | ||||||
| Due to manager | 250,000 | 10,935 | ||||||
| Total liabilities | 812,138,369 | 731,200,132 | ||||||
| Commitments and contingencies (See Note 9) | ||||||||
| NET ASSETS | ||||||||
| Common stock, par value $0.001, 100,000,000 common shares authorized, 13,114,977 and 11,890,500 common shares issued and outstanding, respectively | 13,115 | 11,891 | ||||||
| Capital in excess of par value | 356,698,595 | 321,893,806 | ||||||
| Total distributable earnings | 2,847,039 | 25,052,345 | ||||||
| Total net assets | 359,558,749 | 346,958,042 | ||||||
| Total liabilities and net assets | $ | 1,171,697,118 | $ | 1,078,158,174 | ||||
| NET ASSET VALUE PER SHARE | $ | 27.42 | $ | 29.18 | ||||
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements of Operations
(unaudited)
| For the three months ended November 30, 2017 | For the three months ended November 30, 2016 | For the nine months ended November 30, 2017 | For the nine months ended November 30, 2016 | |||||||||||||
INVESTMENT INCOME | ||||||||||||||||
Interest from investments | ||||||||||||||||
Non-control/Non-affiliate investments | $ | 7,036,743 | $ | 6,787,898 | $ | 20,140,933 | $ | 19,969,849 | ||||||||
Payment-in-kind interest income from Non-control/Non-affiliate investments | 301,213 | 169,332 | 823,443 | 482,687 | ||||||||||||
Control investments | 1,017,821 | 498,599 | 3,849,287 | 1,587,925 | ||||||||||||
Payment-in-kind interest income from Control investments | 535,031 | — | 1,004,764 | — | ||||||||||||
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Total interest income | 8,890,808 | 7,455,829 | 25,818,427 | 22,040,461 | ||||||||||||
Interest from cash and cash equivalents | 6,777 | 6,239 | 20,351 | 16,426 | ||||||||||||
Management fee income | 376,446 | 375,218 | 1,128,084 | 1,123,559 | ||||||||||||
Incentive fee income | 209,434 | — | 477,087 | — | ||||||||||||
Other income | 42,265 | 605,009 | 1,042,895 | 1,618,238 | ||||||||||||
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Total investment income | 9,525,730 | 8,442,295 | 28,486,844 | 24,798,684 | ||||||||||||
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OPERATING EXPENSES | ||||||||||||||||
Interest and debt financing expenses | 2,758,900 | 2,369,108 | 8,245,350 | 7,106,869 | ||||||||||||
Base management fees | 1,485,415 | 1,219,916 | 4,358,230 | 3,649,867 | ||||||||||||
Professional fees | 388,210 | 330,197 | 1,179,913 | 991,723 | ||||||||||||
Administrator expenses | 437,500 | 341,667 | 1,208,333 | 991,667 | ||||||||||||
Incentive management fees | 1,054,618 | 394,509 | 2,940,350 | 2,331,241 | ||||||||||||
Insurance | 64,577 | 68,985 | 196,907 | 210,301 | ||||||||||||
Directors fees and expenses | 43,000 | 66,000 | 154,000 | 192,422 | ||||||||||||
General & administrative | 299,627 | 224,579 | 784,071 | 741,743 | ||||||||||||
Excise tax expense (credit) | — | — | (14,738 | ) | — | |||||||||||
Other expense | (21,628 | ) | 8,460 | 23,417 | 21,647 | |||||||||||
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Total operating expenses | 6,510,219 | 5,023,421 | 19,075,833 | 16,237,480 | ||||||||||||
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NET INVESTMENT INCOME | 3,015,511 | 3,418,874 | 9,411,011 | 8,561,204 | ||||||||||||
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REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||||||||||||||
Net realized gain (loss) from investments | ||||||||||||||||
Non-control/Non-affiliate investments | 20,770 | 260,244 | (5,722,049 | ) | 12,299,899 | |||||||||||
Control investments | 166 | — | 63,720 | — | ||||||||||||
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Net realized gain (loss) from investments | 20,936 | 260,244 | (5,658,329 | ) | 12,299,899 | |||||||||||
Net change in unrealized appreciation (depreciation) on investments | ||||||||||||||||
Non-control/Non-affiliate investments | 1,624,685 | (968,359 | ) | 4,717,234 | (11,019,005 | ) | ||||||||||
Control investments | (398,142 | ) | (1,136,983 | ) | 3,677,020 | 290,883 | ||||||||||
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Net change in unrealized appreciation (depreciation) on investments | 1,226,543 | (2,105,342 | ) | 8,394,254 | (10,728,122 | ) | ||||||||||
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Net gain (loss) on investments | 1,247,479 | (1,845,098 | ) | 2,735,925 | 1,571,777 | |||||||||||
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NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 4,262,990 | $ | 1,573,776 | $ | 12,146,936 | $ | 10,132,981 | ||||||||
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WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS PER COMMON SHARE | $ | 0.71 | $ | 0.27 | $ | 2.04 | $ | 1.77 | ||||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 6,040,311 | 5,727,933 | 5,952,086 | 5,735,443 | ||||||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | |||||||||||||
| INVESTMENT INCOME | ||||||||||||||||
| Interest from investments | ||||||||||||||||
| Interest income: | ||||||||||||||||
| Non-control/Non-affiliate investments | $ | 28,741,745 | $ | 19,549,044 | $ | 83,542,257 | $ | 49,597,660 | ||||||||
| Affiliate investments | 1,165,585 | 1,914,800 | 2,799,735 | 4,287,449 | ||||||||||||
| Control investments | 2,183,242 | 1,671,354 | 6,314,550 | 4,731,150 | ||||||||||||
| Payment-in-kind interest income: | ||||||||||||||||
| Non-control/Non-affiliate investments | 88,106 | 87,130 | 706,339 | 258,557 | ||||||||||||
| Affiliate investments | 221,348 | 191,860 | 644,484 | 221,027 | ||||||||||||
| Control investments | 258,729 | 102,720 | 542,581 | 260,161 | ||||||||||||
| Total interest from investments | 32,658,755 | 23,516,908 | 94,549,946 | 59,356,004 | ||||||||||||
| Interest from cash and cash equivalents | 521,574 | 200,258 | 1,864,956 | 235,410 | ||||||||||||
| Management fee income | 819,929 | 818,254 | 2,453,967 | 2,451,242 | ||||||||||||
| Dividend Income | 1,828,584 | 436,941 | 5,301,097 | 949,758 | ||||||||||||
| Structuring and advisory fee income | 312,135 | 553,497 | 1,786,357 | 2,813,311 | ||||||||||||
| Other income | 199,368 | 731,166 | 530,210 | 983,277 | ||||||||||||
| Total investment income | 36,340,345 | 26,257,024 | 106,486,533 | 66,789,002 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Interest and debt financing expenses | 12,522,357 | 8,449,900 | 36,628,641 | 23,243,438 | ||||||||||||
| Base management fees | 4,857,059 | 4,258,821 | 14,262,147 | 12,164,989 | ||||||||||||
| Incentive management fees expense | 2,243,621 | 1,531,060 | 4,828,442 | 216,915 | ||||||||||||
| Professional fees | 434,552 | 558,531 | 1,407,275 | 1,344,021 | ||||||||||||
| Administrator expenses | 1,075,000 | 818,750 | 2,797,917 | 2,341,667 | ||||||||||||
| Insurance | 81,002 | 89,187 | 244,804 | 266,723 | ||||||||||||
| Directors fees and expenses | 80,729 | 80,000 | 280,797 | 300,000 | ||||||||||||
| General and administrative | 660,062 | 525,202 | 1,957,906 | 1,492,063 | ||||||||||||
| Income tax expense (benefit) | 219,900 | 68,136 | (11,193 | ) | (132,487 | ) | ||||||||||
| Total operating expenses | 22,174,282 | 16,379,587 | 62,396,736 | 41,237,329 | ||||||||||||
| NET INVESTMENT INCOME | 14,166,063 | 9,877,437 | 44,089,797 | 25,551,673 | ||||||||||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||||||||||||||
| Net realized gain (loss) from investments: | ||||||||||||||||
| Non-control/Non-affiliate investments | 60,565 | (740,434 | ) | 151,256 | 7,365,913 | |||||||||||
| Net realized gain (loss) from investments | 60,565 | (740,434 | ) | 151,256 | 7,365,913 | |||||||||||
| Income tax (provision) benefit from realized gain on investments | - | 479,318 | - | 548,568 | ||||||||||||
| Net change in unrealized appreciation (depreciation) on investments: | ||||||||||||||||
| Non-control/Non-affiliate investments | (1,948,502 | ) | 2,082,634 | (15,334,087 | ) | (12,430,125 | ) | |||||||||
| Affiliate investments | (1,084,259 | ) | 693,483 | (1,289,895 | ) | 3,861,523 | ||||||||||
| Control investments | (14,833,592 | ) | (5,952,325 | ) | (23,302,249 | ) | (17,199,511 | ) | ||||||||
| Net change in unrealized appreciation (depreciation) on investments | (17,866,353 | ) | (3,176,208 | ) | (39,926,231 | ) | (25,768,113 | ) | ||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | (415,894 | ) | (425,848 | ) | (577,693 | ) | (1,017,953 | ) | ||||||||
| Net realized and unrealized gain (loss) on investments | (18,221,682 | ) | (3,863,172 | ) | (40,352,668 | ) | (18,871,585 | ) | ||||||||
| Realized losses on extinguishment of debt | - | - | (110,056 | ) | (1,204,809 | ) | ||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | (4,055,619 | ) | $ | 6,014,265 | $ | 3,627,073 | $ | 5,475,279 | |||||||
| WEIGHTED AVERAGE - BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE | $ | (0.31 | ) | $ | 0.51 | $ | 0.29 | $ | 0.46 | |||||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 13,052,896 | 11,893,173 | 12,355,815 | 11,989,811 | ||||||||||||
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements of Changes in Net Assets
(unaudited)
| For the nine months ended | ||||||||
| November 30, 2023 | November 30, 2022 | |||||||
| INCREASE (DECREASE) FROM OPERATIONS: | ||||||||
| Net investment income | $ | 44,089,797 | $ | 25,551,673 | ||||
| Net realized gain from investments | 151,256 | 7,365,913 | ||||||
| Realized losses on extinguishment of debt | (110,056 | ) | (1,204,809 | ) | ||||
| Income tax (provision) benefit from realized gain on investments | - | 548,568 | ||||||
| Net change in unrealized appreciation (depreciation) on investments | (39,926,231 | ) | (25,768,113 | ) | ||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | (577,693 | ) | (1,017,953 | ) | ||||
| Net increase in net assets resulting from operations | 3,627,073 | 5,475,279 | ||||||
| DECREASE FROM SHAREHOLDER DISTRIBUTIONS: | ||||||||
| Total distributions to shareholders | (25,832,379 | ) | (19,232,096 | ) | ||||
| Net decrease in net assets from shareholder distributions | (25,832,379 | ) | (19,232,096 | ) | ||||
| CAPITAL SHARE TRANSACTIONS: | ||||||||
| Proceeds from issuance of common stock(1) | 31,510,617 | - | ||||||
| Capital contribution from manager | 3,093,288 | - | ||||||
| Stock dividend distribution | 2,667,152 | 3,347,802 | ||||||
| Repurchases of common stock | (2,157,605 | ) | (9,600,116 | ) | ||||
| Repurchase fees | (1,772 | ) | (7,792 | ) | ||||
| Offering costs | (305,667 | ) | - | |||||
| Net increase (decrease) in net assets from capital share transactions | 34,806,013 | (6,260,106 | ) | |||||
| Total increase (decrease) in net assets | 12,600,707 | (20,016,923 | ) | |||||
| Net assets at beginning of period | 346,958,042 | 355,780,523 | ||||||
| Net assets at end of period | $ | 359,558,749 | $ | 335,763,600 | ||||
| (1) | See Note 11 to the Consolidated Financial Statements contained herein for more information on share issuance. |
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements of Cash Flows
(unaudited)
| For the nine months ended | ||||||||
| November 30, 2023 | November 30, 2022 | |||||||
| Operating activities | ||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | 3,627,073 | $ | 5,475,279 | ||||
| ADJUSTMENTS TO RECONCILE NET INCREASE (DECREASE) IN NET ASSETS RESULTING | ||||||||
| FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ||||||||
| Payment-in-kind and other adjustments to cost | 4,054,128 | 1,374,899 | ||||||
| Net accretion of discount on investments | (1,641,652 | ) | (1,245,358 | ) | ||||
| Amortization of deferred debt financing costs | 3,909,127 | 2,567,903 | ||||||
| Realized losses on extinguishment of debt | 110,056 | 1,204,809 | ||||||
| Income tax expense (benefit) | (11,193 | ) | (681,055 | ) | ||||
| Net realized (gain) loss from investments | (151,256 | ) | (7,365,913 | ) | ||||
| Net change in unrealized (appreciation) depreciation on investments | 39,926,231 | 25,768,113 | ||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | 577,693 | 1,017,953 | ||||||
| Proceeds from sales and repayments of investments | 19,247,834 | 162,090,516 | ||||||
| Purchases of investments | (202,883,641 | ) | (345,088,953 | ) | ||||
| (Increase) decrease in operating assets: | ||||||||
| Interest receivable | (1,075,968 | ) | (3,722,035 | ) | ||||
| Due from affiliate | - | 90,968 | ||||||
| Management fee receivable | (223 | ) | (1,266 | ) | ||||
| Other assets | (401,046 | ) | 18,119 | |||||
| Current income tax receivable | 336,875 | - | ||||||
| Increase (decrease) in operating liabilities: | ||||||||
| Base management and incentive fees payable | (3,975,165 | ) | (3,390,134 | ) | ||||
| Accounts payable and accrued expenses | 621,900 | 466,950 | ||||||
| Current tax payable | - | (2,793,200 | ) | |||||
| Interest and debt fees payable | 956,499 | 2,145,104 | ||||||
| Directors fees payable | (14,932 | ) | 25,932 | |||||
| Excise tax payable | - | (630,183 | ) | |||||
| Due to manager | 239,065 | (257,628 | ) | |||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (136,548,595 | ) | (162,929,180 | ) | ||||
| Financing activities | ||||||||
| Borrowings on debt | 62,500,000 | 105,500,000 | ||||||
| Paydowns on debt | (57,000,000 | ) | (35,340,000 | ) | ||||
| Issuance of notes | 77,500,000 | 163,500,000 | ||||||
| Repayments of notes | - | (43,125,000 | ) | |||||
| Payments of deferred debt financing costs | (4,474,813 | ) | (7,400,318 | ) | ||||
| Discount on debt issuance, 6.00% notes 2027 | - | (176,000 | ) | |||||
| Discount on debt issuance, 7.00% notes 2025 | - | (360,000 | ) | |||||
| Proceeds from issuance of common stock | 31,510,617 | - | ||||||
| Capital contribution from manager | 3,093,288 | - | ||||||
| Payments of cash dividends | (23,165,227 | ) | (15,884,294 | ) | ||||
| Repurchases of common stock | (2,157,605 | ) | (9,600,116 | ) | ||||
| Repurchases fees | (1,772 | ) | (7,792 | ) | ||||
| Payments of offering costs | (305,667 | ) | - | |||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 87,498,821 | 157,106,480 | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS | (49,049,774 | ) | (5,822,700 | ) | ||||
| CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD | 96,076,273 | 52,870,342 | ||||||
| CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD (See Note 2) | $ | 47,026,499 | $ | 47,047,642 | ||||
| Supplemental information: | ||||||||
| Interest paid during the period | $ | 31,763,015 | $ | 18,374,593 | ||||
| Cash paid for taxes | 654,930 | 2,770,984 | ||||||
| Supplemental non-cash information: | ||||||||
| Payment-in-kind interest income and other adjustments to cost | (4,054,128 | ) | 1,374,899 | |||||
| Net accretion of discount on investments | 1,641,652 | 1,245,358 | ||||||
| Amortization of deferred debt financing costs | 3,909,127 | 2,567,903 | ||||||
| Stock dividend distribution | 2,667,152 | 3,347,802 | ||||||
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Schedule of Investments
November 30, 20172023
(unaudited)
Company | Industry | Investment Interest Rate/ Maturity | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | ||||||||||||||
Non-control/Non-affiliated investments - 212.7% (b) | ||||||||||||||||||||
Tile Redi Holdings, LLC (d) | Building Products | First Lien Term Loan (L+10.00%), 11.49% Cash, 6/16/2022 | $ | 15,000,000 | $ | 14,860,121 | $ | 14,850,000 | 10.7 | % | ||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Building Products | 14,860,121 | 14,850,000 | 10.7 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Apex Holdings Software Technologies, LLC | Business Services | First Lien Term Loan (L+8.00%), 9.49% Cash, 9/21/2021 | $ | 18,000,000 | 17,876,123 | 18,000,000 | 13.0 | % | ||||||||||||
Avionte Holdings, LLC (g) | Business Services | Common Stock | 100,000 | 100,000 | 418,000 | 0.3 | % | |||||||||||||
BMC Software, Inc. (d) | Business Services | Syndicated Loan (L+4.00%), 5.49% Cash, 9/10/2022 | $ | 4,858,971 | 4,815,474 | 4,858,971 | 3.5 | % | ||||||||||||
CLEO Communications Holding, LLC | Business Services | First Lien Term Loan (L+7.00%), 8.49% Cash/2.00% PIK, 3/31/2022 | $ | 13,155,248 | 13,031,619 | 13,155,248 | 9.5 | % | ||||||||||||
CLEO Communications Holding, LLC (i) | Business Services | Delayed Draw Term Loan (L+7.00%), 8.49% Cash/2.00% PIK, 3/31/2022 | $ | 2,010,225 | 1,990,728 | 2,010,225 | 1.4 | % | ||||||||||||
Courion Corporation | Business Services | Second Lien Term Loan (L+10.00%), 11.49% Cash, 6/1/2021 | $ | 15,000,000 | 14,896,990 | 14,827,500 | 10.7 | % | ||||||||||||
Emily Street Enterprises, L.L.C. | Business Services | Senior Secured Note (L+8.50%), 10.00% Cash, 1/23/2020 | $ | 3,300,000 | 3,298,364 | 3,317,160 | 2.4 | % | ||||||||||||
Emily Street Enterprises, L.L.C. (g) | Business Services | Warrant Membership Interests Expires 12/28/2022 | 49,318 | 400,000 | 469,507 | 0.3 | % | |||||||||||||
Erwin, Inc. | Business Services | Second Lien Term Loan (L+11.50%), 12.99% Cash/1.00% PIK, 8/28/2021 | $ | 13,211,246 | 13,114,439 | 13,161,043 | 9.5 | % | ||||||||||||
FranConnect LLC (d) | Business Services | First Lien Term Loan (L+7.00%), 8.50% Cash, 5/26/2022 | $ | 14,500,000 | 14,432,349 | 14,438,428 | 10.4 | % | ||||||||||||
GreyHeller LLC | Business Services | First Lien Term Loan (L+11.00%), 12.49% Cash, 11/16/2021 | $ | 7,000,000 | 6,941,430 | 7,000,000 | 5.0 | % | ||||||||||||
GreyHeller LLC (j) | Business Services | Delayed Draw Term Loan B (L+11.00%), 12.49% Cash, 11/16/2021 | $ | — | — | — | 0.0 | % | ||||||||||||
GreyHeller LLC (g) | Business Services | Common Stock | 850,000 | 850,000 | 729,000 | 0.5 | % | |||||||||||||
Help/Systems Holdings, Inc.(Help/Systems, LLC) | Business Services | First Lien Term Loan (L+4.50%), 5.99% Cash, 10/8/2021 | $ | 5,390,651 | 5,302,560 | 5,404,127 | 3.9 | % | ||||||||||||
Help/Systems Holdings, Inc.(Help/Systems, LLC) | Business Services | Second Lien Term Loan (L+9.50%), 10.99% Cash, 10/8/2022 | $ | 3,000,000 | 2,930,542 | 2,937,510 | 2.1 | % | ||||||||||||
Identity Automation Systems (g) | Business Services | Common Stock Class A Units | 232,616 | 232,616 | 730,911 | 0.5 | % | |||||||||||||
Identity Automation Systems | Business Services | First Lien Term Loan (L+9.50%), 10.99% Cash, 3/31/2021 | $ | 17,975,000 | 17,858,469 | 17,975,000 | 12.9 | % | ||||||||||||
Knowland Technology Holdings, L.L.C. | Business Services | First Lien Term Loan (L+8.75%), 10.24% Cash, 7/20/2021 | $ | 16,888,731 | 16,863,690 | 16,888,731 | 12.2 | % | ||||||||||||
Microsystems Company | Business Services | Second Lien Term Loan (L+10.00%), 11.49% Cash, 7/1/2022 | $ | 8,000,000 | 7,935,313 | 8,000,000 | 5.8 | % | ||||||||||||
National Waste Partners (d) | Business Services | Second Lien Term Loan 10.00% Cash, 2/13/2022 | $ | 9,000,000 | 8,922,021 | 9,000,000 | 6.5 | % | ||||||||||||
Vector Controls Holding Co., LLC (d) | Business Services | First Lien Term Loan 13.75% (12.00% Cash/1.75% PIK), 3/6/2022 | $ | 11,571,437 | 11,528,660 | 11,571,437 | 8.3 | % | ||||||||||||
Vector Controls Holding Co., LLC (g) | Business Services | Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 | 343 | — | 879,567 | 0.6 | % | |||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Business Services | 163,321,387 | 165,772,365 | 119.3 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Targus Holdings, Inc. (g) | Consumer Products | Common Stock | 210,456 | 1,791,242 | 293,450 | 0.2 | % | |||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Consumer Products | 1,791,242 | 293,450 | 0.2 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
My Alarm Center, LLC | Consumer Services | Preferred Equity Class A Units 8.00% PIK | 2,227 | 2,265,154 | 2,294,804 | 1.7 | % | |||||||||||||
My Alarm Center, LLC (g) | Consumer Services | Preferred Equity Class B Units | 1,797 | 1,796,880 | 1,442,069 | 1.0 | % | |||||||||||||
My Alarm Center, LLC (g) | Consumer Services | Common Stock | 96,224 | — | — | 0.0 | % | |||||||||||||
PrePaid Legal Services, Inc. (d) | Consumer Services | First Lien Term Loan (L+5.25%), 6.74% Cash, 7/1/2019 | $ | 2,480,695 | 2,471,520 | 2,486,153 | 1.8 | % | ||||||||||||
PrePaid Legal Services, Inc. (d) | Consumer Services | Second Lien Term Loan (L+9.00%), 10.49% Cash, 7/1/2020 | $ | 11,000,000 | 10,972,589 | 11,003,300 | 7.9 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Consumer Services | 17,506,143 | 17,226,326 | 12.4 | % | ||||||||||||||||
|
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|
|
| |||||||||||||||
C2 Educational Systems (d) | Education | First Lien Term Loan (L+8.50%), 10.00% Cash, 5/31/2020 | $ | 16,000,000 | 15,863,540 | 15,864,000 | 11.4 | % | ||||||||||||
M/C Acquisition Corp., L.L.C. (g) | Education | Class A Common Stock | 544,761 | 30,241 | — | 0.0 | % | |||||||||||||
M/C Acquisition Corp., L.L.C. (g) | Education | First Lien Term Loan 1.00% Cash, 3/31/2018 | $ | 2,318,121 | 1,190,838 | 8,058 | 0.0 | % | ||||||||||||
Texas Teachers of Tomorrow, LLC (g), (h) | Education | Common Stock | 750,000 | 750,000 | 910,433 | 0.7 | % | |||||||||||||
Texas Teachers of Tomorrow, LLC | Education | Second Lien Term Loan (L+9.75%), 11.24% Cash, 6/2/2021 | $ | 10,000,000 | 9,930,419 | 10,000,000 | 7.2 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Education | 27,765,038 | 26,782,491 | 19.3 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
TM Restaurant Group L.L.C. (g) | Food and Beverage | First Lien Term Loan 14.50% PIK, 7/17/2017 | $ | 9,358,694 | 9,352,763 | 7,924,942 | 5.7 | % | ||||||||||||
TM Restaurant Group L.L.C. (g) | Food and Beverage | Revolver 14.50% PIK, 7/17/2017 | $ | 413,954 | 413,954 | 350,536 | 0.3 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Food and Beverage | 9,766,717 | 8,275,478 | 6.0 | % | ||||||||||||||||
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|
|
|
|
| |||||||||||||||
Censis Technologies, Inc. | Healthcare Services | First Lien Term Loan B (L+10.00%), 11.49% Cash, 7/24/2019 | $ | 10,575,000 | 10,491,748 | 10,575,000 | 7.6 | % | ||||||||||||
Censis Technologies, Inc. (g), (h) | Healthcare Services | Limited Partner Interests | 999 | 999,000 | 1,129,234 | 0.8 | % | |||||||||||||
ComForCare Health Care | Healthcare Services | First Lien Term Loan (L+8.50%), 9.99% Cash, 1/31/2022 | $ | 10,500,000 | 10,409,140 | 10,500,000 | 7.6 | % | ||||||||||||
Ohio Medical, LLC (g) | Healthcare Services | Common Stock | 5,000 | 500,000 | 267,202 | 0.2 | % | |||||||||||||
Ohio Medical, LLC | Healthcare Services | Senior Subordinated Note 12.00% Cash, 7/15/2021 | $ | 7,300,000 | 7,247,321 | 6,601,686 | 4.7 | % | ||||||||||||
Pathway Partners Vet Management Company LLC | Healthcare Services | Second Lien Term Loan (L+8.00%), 9.49% Cash, 10/10/2025 | $ | 2,083,333 | 2,062,715 | 2,062,500 | 1.5 | % | ||||||||||||
Pathway Partners Vet Management Company LLC (j) | Healthcare Services | Delayed Draw Term Loan (L+8.00%), 9.49% Cash, 10/10/2025 | $ | — | — | — | 0.0 | % | ||||||||||||
Roscoe Medical, Inc. (g) | Healthcare Services | Common Stock | 5,081 | 508,077 | 507,987 | 0.4 | % | |||||||||||||
Roscoe Medical, Inc. | Healthcare Services | Second Lien Term Loan 11.25% Cash, 9/26/2019 | $ | 4,200,000 | 4,167,542 | 4,168,500 | 3.0 | % | ||||||||||||
Zest Holdings, LLC (d) | Healthcare Services | Syndicated Loan (L+4.25%), 5.74% Cash, 8/16/2023 | $ | 4,116,226 | 4,040,574 | 4,141,953 | 3.0 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Healthcare Services | 40,426,117 | 39,954,062 | 28.8 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
HMN Holdco, LLC | Media | First Lien Term Loan 12.00% Cash, 7/8/2021 | $ | 8,147,700 | 8,091,083 | 8,392,131 | 6.0 | % | ||||||||||||
HMN Holdco, LLC | Media | Delayed Draw First Lien Term Loan 12.00% Cash, 7/8/2021 | $ | 4,800,000 | 4,761,382 | 4,950,240 | 3.6 | % | ||||||||||||
HMN Holdco, LLC (g) | Media | Class A Series, Expires 1/16/2025 | 4,264 | 61,647 | 255,073 | 0.2 | % | |||||||||||||
HMN Holdco, LLC (g) | Media | Class A Warrant, Expires 1/16/2025 | 30,320 | 438,353 | 1,434,136 | 1.0 | % | |||||||||||||
HMN Holdco, LLC (g) | Media | Warrants to Purchase Limited Liability Company Interests (Common), Expires 5/16/2024 | 57,872 | — | 2,443,356 | 1.8 | % | |||||||||||||
HMN Holdco, LLC (g) | Media | Warrants to Purchase Limited Liability Company Interests (Preferred), Expires 5/16/2024 | 8,139 | — | 400,602 | 0.3 | % | |||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Media | 13,352,465 | 17,875,538 | 12.9 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Elyria Foundry Company, L.L.C. (g) | Metals | Common Stock | 60,000 | 9,685,029 | 3,494,400 | 2.5 | % | |||||||||||||
Elyria Foundry Company, L.L.C. (d) | Metals | Second Lien Term Loan 15.00% PIK, 8/10/2022 | $ | 847,100 | 847,100 | 847,100 | 0.6 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Metals | 10,532,129 | 4,341,500 | 3.1 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Sub Total Non-control/Non-affiliated investments |
| 299,321,359 | 295,371,210 | 212.7 | % | |||||||||||||||
|
|
|
|
|
| |||||||||||||||
Control investments - 31.3% (b) | ||||||||||||||||||||
Easy Ice, LLC (f) | Business Services | Preferred Equity 10.00% PIK | 5,080,000 | 8,542,685 | 10,335,793 | 7.5 | % | |||||||||||||
Easy Ice, LLC (d), (f) | Business Services | Second Lien Term Loan (L+11.00%), 5.44% Cash/7.56% PIK, 2/28/2023 | $ | 16,817,328 | 16,708,812 | 16,817,328 | 12.1 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Business Services | 25,251,497 | 27,153,121 | 19.6 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (f) | Structured Finance Securities | Other/Structured Finance Securities 29.48%, 10/20/2025 | $ | 30,000,000 | 9,191,696 | 11,814,256 | 8.5 | % | ||||||||||||
Saratoga Investment Corp. Class F Note (a), (f) | Structured Finance Securities | Other/Structured Finance Securities (L+8.50%), 9.99%, 10/20/2025 | $ | 4,500,000 | 4,500,000 | 4,499,100 | 3.2 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Structured Finance Securities | 13,691,696 | 16,313,356 | 11.7 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Sub Total Control investments | 38,943,193 | 43,466,477 | 31.3 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
TOTAL INVESTMENTS - 244.0% (b) | $ | 338,264,552 | $ | 338,837,687 | 244.0 | % | ||||||||||||||
|
|
|
|
|
| |||||||||||||||
| Principal | Cost | Fair Value | % of Net Assets | |||||||||||||||||
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 6.3% (b) | ||||||||||||||||||||
U.S. Bank Money Market (k) | $ | 8,717,780 | $ | 8,717,780 | $ | 8,717,780 | 6.3 | % | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total cash and cash equivalents and cash and cash equivalents, reserve accounts | $ | 8,717,780 | $ | 8,717,780 | $ | 8,717,780 | 6.3 | % | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Non-control/Non-affiliate investments - 269.2% (b) | ||||||||||||||||||||||
| Altvia MidCo, LLC. | Alternative Investment Management Software | First Lien Term Loan (3M USD TERM SOFR+8.50%), 13.87% Cash, 7/18/2027 | 7/18/2022 | $ | 7,920,000 | $ | 7,856,836 | $ | 7,890,696 | 2.2 | % | |||||||||||
| Altvia MidCo, LLC. (h) | Alternative Investment Management Software | Series A-1 Preferred Shares | 7/18/2022 | 2,000,000 | 2,000,000 | 2,919,054 | 0.8 | % | ||||||||||||||
| Total Alternative Investment Management Software | 9,856,836 | 10,809,750 | 3.0 | % | ||||||||||||||||||
| BQE Software, Inc. | Architecture & Engineering Software | First Lien Term Loan (3M USD TERM SOFR+6.75%), 12.12% Cash, 4/13/2028 | 4/13/2023 | $ | 24,500,000 | 24,273,149 | 24,291,750 | 6.8 | % | |||||||||||||
| BQE Software, Inc. (j) | Architecture & Engineering Software | Delayed Draw Term Loan (3M USD TERM SOFR+6.75%), 12.12% Cash, 4/13/2028 | 4/13/2023 | $ | 750,000 | 743,020 | 743,625 | 0.2 | % | |||||||||||||
| Total Architecture & Engineering Software | 25,016,169 | 25,035,375 | 7.0 | % | ||||||||||||||||||
| GrowthZone, LLC | Association Management Software | First Lien Term Loan (3M USD TERM SOFR+8.25%), 13.62% Cash, 5/10/2028 | 5/10/2023 | $ | 22,649,425 | 22,277,557 | 22,588,272 | 6.3 | % | |||||||||||||
| Golden TopCo LP (h) | Association Management Software | Class A-2 Common Units | 5/10/2023 | 1,072,394 | 1,072,394 | 1,108,099 | 0.3 | % | ||||||||||||||
| Total Association Management Software | 23,349,951 | 23,696,371 | 6.6 | % | ||||||||||||||||||
| Artemis Wax Corp. (d)(j) | Consumer Services | Delayed Draw Term Loan (1M USD TERM SOFR+6.75%), 12.09% Cash, 5/20/2026 | 5/20/2021 | $ | 57,500,000 | 57,182,306 | 57,747,250 | 16.1 | % | |||||||||||||
| Artemis Wax Corp. (h) | Consumer Services | Series B-1 Preferred Stock | 5/20/2021 | 934,463 | 1,500,000 | 4,556,457 | 1.3 | % | ||||||||||||||
| Artemis Wax Corp. (h) | Consumer Services | Series D Preferred Stock | 12/22/2022 | 278,769 | 1,500,000 | 1,668,566 | 0.5 | % | ||||||||||||||
| Total Consumer Services | 60,182,306 | 63,972,273 | 17.9 | % | ||||||||||||||||||
| Schoox, Inc. (h), (i) | Corporate Education Software | Series 1 Membership Interest | 12/8/2020 | 1,050 | 475,698 | 4,397,441 | 1.2 | % | ||||||||||||||
| Total Corporate Education Software | 475,698 | 4,397,441 | 1.2 | % | ||||||||||||||||||
| GreyHeller LLC (h) | Cyber Security | Common Stock | 11/10/2021 | 7,857,689 | 1,906,275 | 2,715,526 | 0.8 | % | ||||||||||||||
| Total Cyber Security | 1,906,275 | 2,715,526 | 0.8 | % | ||||||||||||||||||
| Gen4 Dental Partners Holdings, LLC (j) | Dental Practice Management | Delayed Draw Term Loan (3M USD TERM SOFR+10.33%), 15.70% Cash, 4/29/2026 | 2/8/2023 | $ | 10,756,017 | 10,734,773 | 10,971,137 | 3.1 | % | |||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Gen4 Dental Partners Holdings, LLC (h)(i) | Dental Practice Management | Series A Preferred Units | 2/8/2023 | 493,999 | 1,027,519 | 1,091,738 | 0.3 | % | ||||||||||||||
| New England Dental Partners | Dental Practice Management | First Lien Term Loan (3M USD TERM SOFR+8.00%), 13.52% Cash, 11/25/2025 | 11/25/2020 | $ | 6,555,000 | 6,524,137 | 6,279,035 | 1.7 | % | |||||||||||||
| New England Dental Partners | Dental Practice Management | Delayed Draw Term Loan (3M USD TERM SOFR+8.00%), 13.52% Cash, 11/25/2025 | 11/25/2020 | $ | 4,650,000 | 4,634,096 | 4,454,235 | 1.2 | % | |||||||||||||
| Total Dental Practice Management | 22,920,525 | 22,796,145 | 6.3 | % | ||||||||||||||||||
| Exigo, LLC (d) | Direct Selling Software | First Lien Term Loan (1M USD TERM SOFR+5.75%), 11.19% Cash, 3/16/2027 | 3/16/2022 | $ | 24,375,000 | 24,220,792 | 23,953,313 | 6.7 | % | |||||||||||||
| Exigo, LLC (j) | Direct Selling Software | Revolving Credit Facility (1M USD TERM SOFR+5.75%), 11.19% Cash, 3/16/2027 | 3/16/2022 | $ | - | - | (18,021 | ) | 0.0 | % | ||||||||||||
| Exigo, LLC (h), (i) | Direct Selling Software | Common Units | 3/16/2022 | 1,041,667 | 1,041,667 | 1,188,396 | 0.3 | % | ||||||||||||||
| Total Direct Selling Software | 25,262,459 | 25,123,688 | 7.0 | % | ||||||||||||||||||
| C2 Educational Systems, Inc. (d) | Education Services | First Lien Term Loan (3M USD TERM SOFR+8.50%), 13.87% Cash, 5/31/2025 | 5/31/2017 | $ | 21,500,000 | 21,475,005 | 21,506,450 | 6.0 | % | |||||||||||||
| C2 Educational Systems, Inc. (j) | Education Services | Delayed Draw Term Loan (3M USD TERM SOFR+8.50%), 13.87% Cash, 5/31/2025 | 4/28/2023 | $ | - | - | - | 0.0 | % | |||||||||||||
| C2 Education Systems, Inc. (h) | Education Services | Series A-1 Preferred Stock | 5/18/2021 | 3,127 | 499,904 | 569,082 | 0.2 | % | ||||||||||||||
| Zollege PBC (k) | Education Services | First Lien Term Loan (3M USD TERM SOFR+7.00%), 14.37% Cash/2.00% PIK, 5/11/2026 | 5/11/2021 | $ | 16,409,153 | 16,332,693 | 13,782,048 | 3.8 | % | |||||||||||||
| Zollege PBC (j)(k) | Education Services | Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 14.37% Cash/2.00% PIK, 5/11/2026 | 5/11/2021 | $ | 939,109 | 932,951 | 788,758 | 0.2 | % | |||||||||||||
| Zollege PBC (h) | Education Services | Class A Units | 5/11/2021 | 250,000 | 250,000 | 32,716 | 0.0 | % | ||||||||||||||
| Total Education Services | 39,490,553 | 36,679,054 | 10.2 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Destiny Solutions Inc. (h)(i) | Education Software | Limited Partner Interests | 5/16/2018 | 3,068 | 3,969,291 | 9,633,415 | 2.7 | % | ||||||||||||||
| GoReact | Education Software | First Lien Term Loan (3M USD TERM SOFR+7.50%), 14.07% Cash/1.00% PIK, 1/17/2025 | 1/17/2020 | $ | 8,067,365 | 8,033,120 | 8,073,012 | 2.2 | % | |||||||||||||
| GoReact (j) | Education Software | Delayed Draw Term Loan (3M USD TERM SOFR+7.50%), 14.07% Cash/1.00% PIK, 1/17/2025 | 1/18/2022 | $ | - | - | - | 0.0 | % | |||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-2 Units | 8/25/2014 | 232,616 | 232,616 | 553,406 | 0.2 | % | ||||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-1 Units | 3/6/2020 | 43,715 | 171,571 | 230,727 | 0.1 | % | ||||||||||||||
| Ready Education | Education Software | First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 8/5/2027 | 8/5/2022 | $ | 27,000,000 | 26,783,146 | 26,454,600 | 7.4 | % | |||||||||||||
| Total Education Software | 39,189,744 | 44,945,160 | 12.6 | % | ||||||||||||||||||
| TG Pressure Washing Holdings, LLC (h) | Facilities Maintenance | Preferred Equity | 8/12/2019 | 488,148 | 488,148 | 274,272 | 0.1 | % | ||||||||||||||
| Total Facilities Maintenance | 488,148 | 274,272 | 0.1 | % | ||||||||||||||||||
| Davisware, LLC | Field Service Management | First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 7/31/2024 | 9/6/2019 | $ | 6,000,000 | 5,985,947 | 5,976,600 | 1.7 | % | |||||||||||||
| Davisware, LLC (j) | Field Service Management | Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 7/31/2024 | 9/6/2019 | $ | 3,977,790 | 3,964,276 | 3,962,277 | 1.1 | % | |||||||||||||
| Total Field Service Management | 9,950,223 | 9,938,877 | 2.8 | % | ||||||||||||||||||
| GDS Software Holdings, LLC | Financial Services | First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 12/30/2026 | 12/30/2021 | $ | 22,713,926 | 22,616,511 | 22,389,117 | 6.2 | % | |||||||||||||
| GDS Software Holdings, LLC | Financial Services | Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 12/30/2026 | 12/30/2021 | $ | 3,286,074 | 3,260,914 | 3,239,083 | 0.9 | % | |||||||||||||
| GDS Software Holdings, LLC (h) | Financial Services | Common Stock Class A Units | 8/23/2018 | 250,000 | 250,000 | 481,091 | 0.1 | % | ||||||||||||||
| Total Financial Services | 26,127,425 | 26,109,291 | 7.2 | % | ||||||||||||||||||
| Ascend Software, LLC | Financial Services Software | First Lien Term Loan (3M USD TERM SOFR+7.50%), 13.13% Cash, 12/15/2026 | 12/15/2021 | $ | 6,000,000 | 5,959,140 | 5,904,600 | 1.6 | % | |||||||||||||
| Ascend Software, LLC (j) | Financial Services Software | Delayed Draw Term Loan (3M USD TERM SOFR+7.50%), 13.13% Cash, 12/15/2026 | 12/15/2021 | $ | 4,050,000 | 4,018,101 | 3,961,755 | 1.1 | % | |||||||||||||
| Total Financial Services Software | 9,977,241 | 9,866,355 | 2.7 | % | ||||||||||||||||||
| Inspect Point Holdings, LLC | Fire Inspection Business Software | First Lien Term Loan (1M USD TERM SOFR+6.50%), 11.84% Cash, 07/19/2028 | 7/19/2023 | $ | 10,000,000 | 9,904,135 | 9,900,000 | 2.8 | % | |||||||||||||
| Inspect Point Holdings, LLC (j) | Fire Inspection Business Software | First Lien Term Loan (1M USD TERM SOFR+6.50%), 11.84% Cash, 07/19/2028 | 7/19/2023 | $ | - | - | - | 0.0 | % | |||||||||||||
| Total Fire Inspection Business Software | 9,904,135 | 9,900,000 | 2.8 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Stretch Zone Franchising, LLC | Health/Fitness Franchisor | First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 3/31/2028 | 3/31/2023 | $ | 30,000,000 | 29,725,038 | 29,925,000 | 8.3 | % | |||||||||||||
| Stretch Zone Franchising, LLC (j) | Health/Fitness Franchisor | Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 3/31/2028 | 3/31/2023 | $ | - | - | - | 0.0 | % | |||||||||||||
| Stretch Zone Franchising, LLC (h) | Health/Fitness Franchisor | Class A Units | 3/31/2023 | 20,000 | 2,000,000 | 2,076,541 | 0.6 | % | ||||||||||||||
| Total Health/Fitness Franchisor | 31,725,038 | 32,001,541 | 8.9 | % | ||||||||||||||||||
| Axiom Medical Consulting, LLC | Healthcare Services | First Lien Term Loan (3M USD TERM SOFR+6.00%), 11.37% Cash, 9/11/2028 | 9/11/2023 | $ | 10,000,000 | 9,914,732 | 9,913,000 | 2.8 | % | |||||||||||||
| Axiom Medical Consulting, LLC (j) | Healthcare Services | Delayed Draw Term Loan (3M USD TERM SOFR+6.00%), 11.37% Cash, 9/11/2028 | 9/11/2023 | $ | - | - | - | 0.0 | % | |||||||||||||
| Axiom Parent Holdings, LLC (h) | Healthcare Services | Class A Preferred Units | 6/19/2018 | 400,000 | 258,389 | 657,124 | 0.2 | % | ||||||||||||||
| ComForCare Health Care (d) | Healthcare Services | First Lien Term Loan (3M USD TERM SOFR+6.25%), 11.62% Cash, 1/31/2025 | 1/31/2017 | $ | 25,000,000 | 24,959,793 | 25,000,000 | 7.0 | % | |||||||||||||
| Total Healthcare Services | 35,132,914 | 35,570,124 | 10.0 | % | ||||||||||||||||||
| HemaTerra Holding Company, LLC (d) | Healthcare Software | First Lien Term Loan (1M USD TERM SOFR+8.25%), 13.59% Cash, 1/31/2027 | 4/15/2019 | $ | 55,066,770 | 54,739,570 | 55,220,957 | 15.4 | % | |||||||||||||
| HemaTerra Holding Company, LLC | Healthcare Software | Delayed Draw Term Loan (1M USD TERM SOFR+8.25%), 13.59% Cash, 1/31/2027 | 4/15/2019 | $ | 13,790,700 | 13,738,934 | 13,829,314 | 3.8 | % | |||||||||||||
| TRC HemaTerra, LLC (h) | Healthcare Software | Class D Membership Interests | 4/15/2019 | 2,487 | 2,816,693 | 5,188,325 | 1.4 | % | ||||||||||||||
| Procurement Partners, LLC | Healthcare Software | First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.87% Cash, 5/12/2026 | 11/12/2020 | $ | 35,125,000 | 34,951,761 | 35,125,000 | 9.8 | % | |||||||||||||
| Procurement Partners, LLC (j) | Healthcare Software | Delayed Draw Term Loan (3M USD TERM SOFR+6.50%), 11.87% Cash, 5/12/2026 | 11/12/2020 | $ | 10,300,000 | 10,223,547 | 10,300,000 | 2.9 | % | |||||||||||||
| Procurement Partners Holdings LLC (h) | Healthcare Software | Class A Units | 11/12/2020 | 571,219 | 571,219 | 825,014 | 0.2 | % | ||||||||||||||
| Total Healthcare Software | 117,041,724 | 120,488,610 | 33.5 | % | ||||||||||||||||||
| Roscoe Medical, Inc. (h) | Healthcare Supply | Common Stock | 3/26/2014 | 5,081 | 508,077 | - | 0.0 | % | ||||||||||||||
| Total Healthcare Supply | 508,077 | - | 0.0 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Book4Time, Inc. (a)(d) | Hospitality/Hotel | First Lien Term Loan (3M USD TERM SOFR+7.50%), 12.87%, 12/22/2025 | 12/22/2020 | $ | 3,136,517 | 3,121,291 | 3,136,517 | 0.9 | % | |||||||||||||
| Book4Time, Inc. (a) | Hospitality/Hotel | Delayed Draw Term Loan (3M USD TERM SOFR+7.50%), 12.87%, 12/22/2025 | 12/22/2020 | $ | 2,000,000 | 1,988,440 | 2,000,000 | 0.6 | % | |||||||||||||
| Book4Time, Inc. (a)(h)(i) | Hospitality/Hotel | Class A Preferred Shares | 12/22/2020 | 200,000 | 156,826 | 363,008 | 0.1 | % | ||||||||||||||
| Knowland Group, LLC (k) | Hospitality/Hotel | Second Lien Term Loan (3M USD TERM SOFR+8.00%), 16.52% Cash/3.00% PIK, 12/31/2024 | 11/9/2018 | $ | 15,878,989 | 15,878,989 | 9,632,195 | 2.7 | % | |||||||||||||
| Sceptre Hospitality Resources, LLC | Hospitality/Hotel | First Lien Term Loan (3M USD TERM SOFR+7.25%), 12.62% Cash, 11/15/2027 | 4/27/2020 | $ | 23,000,000 | 22,824,663 | 23,046,000 | 6.4 | % | |||||||||||||
| Sceptre Hospitality Resources, LLC (j) | Hospitality/Hotel | Delayed Draw Term Loan (3M USD TERM SOFR+7.25%), 12.62% Cash, 11/15/2027 | 9/2/2021 | $ | - | - | - | 0.0 | % | |||||||||||||
| Total Hospitality/Hotel | 43,970,209 | 38,177,720 | 10.7 | % | ||||||||||||||||||
| Granite Comfort, LP (d) | HVAC Services and Sales | First Lien Term Loan (3M USD TERM SOFR+8.13%), 13.50% Cash, 11/16/2025 | 11/16/2020 | $ | 43,000,000 | 42,768,427 | 43,017,200 | 12.0 | % | |||||||||||||
| Granite Comfort, LP (j) | HVAC Services and Sales | Delayed Draw Term Loan (3M USD TERM SOFR+8.13%), 13.50% Cash, 11/16/2025 | 11/16/2020 | $ | 26,250,000 | 25,978,236 | 26,260,500 | 7.3 | % | |||||||||||||
| Total HVAC Services and Sales | 68,746,663 | 69,277,700 | 19.3 | % | ||||||||||||||||||
| Vector Controls Holding Co., LLC (d) | Industrial Products | First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.75% Cash, 3/6/2025 | 3/6/2013 | $ | 1,465,386 | 1,465,386 | 1,465,386 | 0.4 | % | |||||||||||||
| Vector Controls Holding Co., LLC (h) | Industrial Products | Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 | 5/31/2015 | 343 | - | 7,995,842 | 2.2 | % | ||||||||||||||
| Total Industrial Products | 1,465,386 | 9,461,228 | 2.6 | % | ||||||||||||||||||
| AgencyBloc, LLC | Insurance Software | First Lien Term Loan (1M USD BSBY+8.00%), 13.37% Cash, 10/1/2026 | 10/1/2021 | $ | 13,368,068 | 13,289,222 | 13,368,068 | 3.7 | % | |||||||||||||
| Panther ParentCo LLC (h) | Insurance Software | Class A Units | 10/1/2021 | 2,500,000 | 2,500,000 | 4,030,125 | 1.1 | % | ||||||||||||||
| Total Insurance Software | 15,789,222 | 17,398,193 | 4.8 | % | ||||||||||||||||||
| LogicMonitor, Inc. (d) | IT Services | First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.87% Cash, 5/17/2026 | 3/20/2020 | $ | 43,000,000 | 42,967,165 | 43,000,000 | 12.0 | % | |||||||||||||
| Total IT Services | 42,967,165 | 43,000,000 | 12.0 | % | ||||||||||||||||||
| ActiveProspect, Inc. (d) | Lead Management Software | First Lien Term Loan (3M USD TERM SOFR+6.00%), 11.57% Cash, 8/8/2027 | 8/8/2022 | $ | 12,000,000 | 11,915,633 | 12,120,000 | 3.4 | % | |||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| ActiveProspect, Inc. (j) | Lead Management Software | Delayed Draw Term Loan (3M USD TERM SOFR+6.00%), 11.57% Cash, 8/8/2027 | 8/8/2022 | $ | - | - | - | 0.0 | % | |||||||||||||
| Total Lead Management Software | 11,915,633 | 12,120,000 | 3.4 | % | ||||||||||||||||||
| Centerbase, LLC | Legal Software | First Lien Term Loan (3M USD TERM SOFR+7.75%), 13.12% Cash, 1/18/2027 | 1/18/2022 | $ | 21,086,880 | 20,925,530 | 20,776,903 | 5.8 | % | |||||||||||||
| Total Legal Software | 20,925,530 | 20,776,903 | 5.8 | % | ||||||||||||||||||
| Madison Logic, Inc. (d) | Marketing Orchestration Software | First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.37% Cash, 12/30/2028 | 12/30/2022 | $ | 18,905,000 | 18,577,980 | 18,630,878 | 5.2 | % | |||||||||||||
| Total Marketing Orchestration Software | 18,577,980 | 18,630,878 | 5.2 | % | ||||||||||||||||||
| ARC Health OpCo LLC (d) | Mental Healthcare Services | First Lien Term Loan (3M USD TERM SOFR+8.47%), 13.84% Cash, 8/5/2027 | 8/5/2022 | $ | 6,500,000 | 6,434,853 | 6,568,250 | 1.8 | % | |||||||||||||
| ARC Health OpCo LLC (d)(j) | Mental Healthcare Services | Delayed Draw Term Loan (3M USD TERM SOFR+8.47%), 13.84% Cash, 8/5/2027 | 8/5/2022 | $ | 26,914,577 | 26,902,450 | 27,197,180 | 7.6 | % | |||||||||||||
| ARC Health OpCo LLC (h) | Mental Healthcare Services | Class A Preferred Units | 8/5/2022 | 3,818,400 | 4,169,599 | 4,314,792 | 1.2 | % | ||||||||||||||
| Total Mental Healthcare Services | 37,506,902 | 38,080,222 | 10.6 | % | ||||||||||||||||||
| Chronus LLC | Mentoring Software | First Lien Term Loan (3M USD TERM SOFR+5.25), 10.77% Cash, 8/26/2026 | 8/26/2021 | $ | 15,000,000 | 14,905,503 | 14,715,000 | 4.1 | % | |||||||||||||
| Chronus LLC | Mentoring Software | First Lien Term Loan (3M USD TERM SOFR+6.00), 11.52% Cash, 8/26/2026 | 8/26/2021 | $ | 5,000,000 | 4,959,057 | 4,905,000 | 1.4 | % | |||||||||||||
| Chronus LLC (h) | Mentoring Software | Series A Preferred Stock | 8/26/2021 | 3,000 | 3,000,000 | 2,343,035 | 0.7 | % | ||||||||||||||
| Total Mentoring Software | 22,864,560 | 21,963,035 | 6.2 | % | ||||||||||||||||||
| Omatic Software, LLC | Non-profit Services | First Lien Term Loan (3M USD TERM SOFR+8.00%), 14.63% Cash/1.00% PIK, 6/30/2024 | 5/29/2018 | $ | 14,230,244 | 14,210,779 | 14,190,399 | 3.9 | % | |||||||||||||
| Total Non-profit Services | 14,210,779 | 14,190,399 | 3.9 | % | ||||||||||||||||||
| Emily Street Enterprises, L.L.C. | Office Supplies | Senior Secured Note (3M USD TERM SOFR+7.50%), 12.87% Cash, 12/31/2025 | 12/28/2012 | $ | 6,000,000 | 5,991,114 | 6,028,200 | 1.7 | % | |||||||||||||
| Emily Street Enterprises, L.L.C. (h) | Office Supplies | Warrant Membership Interests, Expires 12/31/2025 | 12/28/2012 | 49,318 | 400,000 | 995,001 | 0.3 | % | ||||||||||||||
| Total Office Supplies | 6,391,114 | 7,023,201 | 2.0 | % | ||||||||||||||||||
| Buildout, Inc. (d) | Real Estate Services | First Lien Term Loan (3M USD TERM SOFR+7.00%), 12.47% Cash, 7/9/2025 | 7/9/2020 | $ | 14,000,000 | 13,942,540 | 13,792,800 | 3.8 | % | |||||||||||||
| Buildout, Inc. | Real Estate Services | Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 12.47% Cash, 7/9/2025 | 2/12/2021 | $ | 38,500,000 | 38,318,136 | 37,930,200 | 10.5 | % | |||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Buildout, Inc. (h)(i) | Real Estate Services | Limited Partner Interests | 7/9/2020 | 1,250 | 1,372,557 | 1,404,599 | 0.4 | % | ||||||||||||||
| Total Real Estate Services | 53,633,233 | 53,127,599 | 14.7 | % | ||||||||||||||||||
| Wellspring Worldwide Inc. | Research Software | First Lien Term Loan (1M USD BSBY+7.25%), 12.62% Cash, 6/27/2027 | 6/27/2022 | $ | 9,576,000 | 9,493,397 | 9,524,290 | 2.6 | % | |||||||||||||
| Archimedes Parent LLC (h) | Research Software | Class A Common Units | 6/27/2022 | 1,125,160 | 1,125,160 | 1,107,618 | 0.3 | % | ||||||||||||||
| Total Research Software | 10,618,557 | 10,631,908 | 2.9 | % | ||||||||||||||||||
| LFR Chicken LLC | Restaurant | First Lien Term Loan (1M USD TERM SOFR+7.00%), 12.34% Cash, 11/19/2026 | 11/19/2021 | $ | 12,000,000 | 11,921,441 | 11,997,600 | 3.3 | % | |||||||||||||
| LFR Chicken LLC | Restaurant | Delayed Draw Term Loan (1M USD TERM SOFR+7.00%), 12.34% Cash, 11/19/2026 | 11/19/2021 | $ | 9,000,000 | 8,932,176 | 8,998,200 | 2.5 | % | |||||||||||||
| LFR Chicken LLC (h) | Restaurant | Series B Preferred Units | 11/19/2021 | 497,183 | 1,000,000 | 1,408,936 | 0.4 | % | ||||||||||||||
| Total Restaurant | 21,853,617 | 22,404,736 | 6.2 | % | ||||||||||||||||||
| JobNimbus LLC | Roofing Contractor Software | First Lien Term Loan (3M USD TERM SOFR+8.75%), 14.27% Cash, 9/20/2026 | 3/28/2023 | $ | 9,950,000 | 9,865,212 | 10,001,740 | 2.8 | % | |||||||||||||
| Total Roofing Contractor Software | 9,865,212 | 10,001,740 | 2.8 | % | ||||||||||||||||||
| Pepper Palace, Inc. (d)(k) | Specialty Food Retailer | First Lien Term Loan (3M USD TERM SOFR+6.25%), 11.77% Cash, 6/30/2026 | 6/30/2021 | $ | 33,320,000 | 33,129,970 | 4,821,774 | 1.3 | % | |||||||||||||
| Pepper Palace, Inc. (j)(k) | Specialty Food Retailer | Delayed Draw Term Loan (3M USD TERM SOFR+6.25%), 11.77% Cash, 6/30/2026 | 6/30/2021 | $ | 1,101,600 | 1,091,442 | 159,414 | 0.0 | % | |||||||||||||
| Pepper Palace, Inc. (j)(k) | Specialty Food Retailer | Revolving Credit Facility (3M USD TERM SOFR+6.25%), 11.77% Cash, 6/30/2026 | 6/30/2021 | $ | - | - | - | 0.0 | % | |||||||||||||
| Pepper Palace, Inc. (h) | Specialty Food Retailer | Membership Interest (Series A) | 6/30/2021 | 1,000,000 | 1,000,000 | - | 0.0 | % | ||||||||||||||
| Pepper Palace, Inc. (h) | Specialty Food Retailer | Membership Interest (Series B) | 6/30/2021 | 197,035 | 197,035 | - | 0.0 | % | ||||||||||||||
| Total Specialty Food Retailer | 35,418,447 | 4,981,188 | 1.3 | % | ||||||||||||||||||
| ArbiterSports, LLC (d) | Sports Management | First Lien Term Loan (3M USD TERM SOFR+6.00%), 11.37% Cash, 2/21/2025 | 2/21/2020 | $ | 26,000,000 | 25,933,625 | 25,994,800 | 7.2 | % | |||||||||||||
| ArbiterSports, LLC | Sports Management | Delayed Draw Term Loan (3M USD TERM SOFR+6.00%), 11.37% Cash, 2/21/2025 | 2/21/2020 | $ | 1,000,000 | 1,000,000 | 999,800 | 0.3 | % | |||||||||||||
| Total Sports Management | 26,933,625 | 26,994,600 | 7.5 | % | ||||||||||||||||||
| Avionte Holdings, LLC (h) | Staffing Services | Class A Units | 1/8/2014 | 100,000 | 100,000 | 2,089,107 | 0.6 | % | ||||||||||||||
| Total Staffing Services | 100,000 | 2,089,107 | 0.6 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| JDXpert | Talent Acquisition Software | First Lien Term Loan (3M USD TERM SOFR+8.50%), 14.13% Cash, 5/2/2027 | 5/2/2022 | $ | 6,000,000 | 5,952,909 | 6,120,000 | 1.7 | % | |||||||||||||
| JDXpert (j) | Talent Acquisition Software | Delayed Draw Term Loan (3M USD TERM SOFR+8.50%), 14.13% Cash, 5/2/2027 | 5/2/2022 | $ | 1,000,000 | 991,053 | 1,020,000 | 0.3 | % | |||||||||||||
| Jobvite, Inc. (d) | Talent Acquisition Software | First Lien Term Loan (6M USD TERM SOFR+8.00%), 13.33% Cash, 8/5/2028 | 8/5/2022 | $ | 20,000,000 | 19,872,540 | 19,960,000 | 5.8 | % | |||||||||||||
| Total Talent Acquisition Software | 26,816,502 | 27,100,000 | 7.8 | % | ||||||||||||||||||
| VetnCare MSO, LLC (j) | Veterinary Services | Delayed Draw Term Loan (3M USD TERM SOFR+5.75%), 11.12% Cash, 5/12/2028 | 5/12/2023 | $ | 4,680,505 | 4,635,792 | 4,689,864 | 1.3 | % | |||||||||||||
| Total Veterinary Services | 4,635,792 | 4,689,864 | 1.3 | % | ||||||||||||||||||
| Sub Total Non-control/Non-affiliate investments | 983,711,569 | 976,440,074 | 272.2 | % | ||||||||||||||||||
| Affiliate investments - 16.2% (b) | ||||||||||||||||||||||
| ETU Holdings, Inc. (f) | Corporate Education Software | First Lien Term Loan (3M USD TERM SOFR+9.00%), 14.52% Cash, 8/18/2027 | 8/18/2022 | $ | 7,000,000 | 6,942,570 | 6,909,700 | 1.9 | % | |||||||||||||
| ETU Holdings, Inc. (f) | Corporate Education Software | Second Lien Term Loan 15.00% PIK, 2/18/2028 | 8/18/2022 | $ | 5,906,527 | 5,863,709 | 5,240,861 | 1.5 | % | |||||||||||||
| ETU Holdings, Inc. (f)(h) | Corporate Education Software | Series A Preferred Units | 8/18/2022 | 3,000,000 | 3,000,000 | 1,370,911 | 0.4 | % | ||||||||||||||
| Total Corporate Education Software | 15,806,279 | 13,521,472 | 3.8 | % | ||||||||||||||||||
| Modis Dental Partners OpCo, LLC (f) | Dental Practice Management | First Lien Term Loan (1M USD TERM SOFR+9.48%), 14.82% Cash, 4/18/2028 | 4/18/2023 | $ | 7,000,000 | 6,902,386 | 6,988,800 | 1.9 | % | |||||||||||||
| Modis Dental Partners OpCo, LLC (j)(f) | Dental Practice Management | Delayed Draw Term Loan (1M USD TERM SOFR+9.48%), 14.82% Cash, 4/18/2028 | 4/18/2023 | $ | - | - | - | 0.0 | % | |||||||||||||
| Modis Dental Partners OpCo, LLC (f)(h) | Dental Practice Management | Class A Preferred Units | 4/18/2023 | 1,950,000 | 1,950,000 | 1,872,000 | 0.5 | % | ||||||||||||||
| Total Dental Practice Management | 8,852,386 | 8,860,800 | 2.4 | % | ||||||||||||||||||
| Axero Holdings, LLC (f) | Employee Collaboration Software | First Lien Term Loan (3M USD TERM SOFR+10.00%), 15.52% Cash, 6/30/2026 | 6/30/2021 | $ | 5,500,000 | 5,465,822 | 5,538,500 | 1.5 | % | |||||||||||||
| Axero Holdings, LLC (f) | Employee Collaboration Software | Delayed Draw Term Loan (3M USD TERM SOFR+10.00%), 15.52% Cash, 6/30/2026 | 6/30/2021 | $ | 1,100,000 | 1,092,183 | 1,107,700 | 0.3 | % | |||||||||||||
| Axero Holdings, LLC (f)(j) | Employee Collaboration Software | Revolving Credit Facility (3M USD TERM SOFR+10.00%), 15.52% Cash, 6/30/2026 | 2/3/2022 | $ | - | - | - | 0.0 | % | |||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Axero Holdings, LLC (f)(h) | Employee Collaboration Software | Series A Preferred Units | 6/30/2021 | 2,055,609 | 2,055,609 | 2,801,000 | 0.8 | % | ||||||||||||||
| Axero Holdings, LLC (f)(h) | Employee Collaboration Software | Series B Preferred Units | 6/30/2021 | 2,055,609 | 2,055,609 | 4,446,367 | 1.2 | % | ||||||||||||||
| Total Employee Collaboration Software | 10,669,223 | 13,893,567 | 3.8 | % | ||||||||||||||||||
| Alpha Aesthetics Partners OpCo, LLC (f) | Healthcare Services | First Lien Term Loan (1M USD TERM SOFR+9.98%), 15.32% Cash, 3/20/2028 | 3/20/2023 | $ | 3,900,000 | 3,845,631 | 3,891,810 | 1.2 | % | |||||||||||||
| Alpha Aesthetics Partners OpCo, LLC (f)(j) | Healthcare Services | Delayed Draw Term Loan (1M USD TERM SOFR+9.98%), 15.32% Cash, 3/20/2028 | 3/20/2023 | $ | 4,880,496 | 4,811,222 | 4,870,247 | 1.4 | % | |||||||||||||
| Alpha Aesthetics Partners OpCo, LLC (f)(h) | Healthcare Services | Class A Preferred Units | 3/20/2023 | 1,850,000 | 1,850,000 | 2,090,501 | 0.6 | % | ||||||||||||||
| Total Healthcare Services | 10,506,853 | 10,852,558 | 3.2 | % | ||||||||||||||||||
| Sub Total Affiliate investments | 45,834,741 | 47,128,397 | 13.2 | % | ||||||||||||||||||
| Control investments - 25.2% (b) | ||||||||||||||||||||||
| Netreo Holdings, LLC (g) | IT Services | First Lien Term Loan (3M USD TERM SOFR +6.50%), 15.52% Cash/3.50% PIK 12/31/2025 | 7/3/2018 | $ | 5,643,670 | 5,632,944 | 5,515,558 | 1.5 | % | |||||||||||||
| Netreo Holdings, LLC (d)(g) | IT Services | Delayed Draw Term Loan (3M USD TERM SOFR +6.50%), 15.52% Cash/3.50% PIK, 12/31/2025 | 5/26/2020 | $ | 25,048,948 | 24,957,841 | 24,480,337 | 6.8 | % | |||||||||||||
| Netreo Holdings, LLC (g)(h) | IT Services | Common Stock Class A Units | 7/3/2018 | 4,600,677 | 8,344,500 | 5,675,795 | 1.6 | % | ||||||||||||||
| Total IT Services | 38,935,285 | 35,671,690 | 9.9 | % | ||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. (a)(e)(g) | Structured Finance Securities | Other/Structured Finance Securities 0.00%, 4/20/2033 | 1/22/2008 | $ | 111,000,000 | 23,412,409 | 8,938,522 | 2.5 | % | |||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a)(g) | Structured Finance Securities | Other/Structured Finance Securities (3M USD TERM SOFR+10.00%), 15.37%, 4/20/2033 | 8/9/2021 | $ | 9,375,000 | 9,375,000 | 8,981,565 | 2.5 | % | |||||||||||||
| Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a)(g) | Structured Finance Securities | Other/Structured Finance Securities (3M USD TERM SOFR+8.55%), 13.92%, 10/20/2033 | 10/28/2022 | $ | 12,250,000 | 11,392,500 | 11,467,384 | 3.2 | % | |||||||||||||
| Total Structured Finance Securities | 44,179,909 | 29,387,471 | 8.2 | % | ||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a)(g)(j) | Investment Fund | Unsecured Loan 10.00%, 10/20/2033 | 2/17/2022 | $ | 17,618,954 | 17,618,954 | 17,618,954 | 4.9 | % | |||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a)(g) | Investment Fund | Membership Interest | 2/17/2022 | 17,583,486 | 17,583,486 | 7,792,023 | 2.2 | % | ||||||||||||||
| Total Investment Fund | 35,202,440 | 25,410,977 | 7.1 | % | ||||||||||||||||||
| Sub Total Control investments | 118,317,634 | 90,470,138 | 25.2 | % | ||||||||||||||||||
| TOTAL INVESTMENTS - 310.6% (b) | $ | 1,147,863,944 | $ | 1,114,038,609 | 310.6 | % | ||||||||||||||||
| Number of Shares | Cost | Fair Value | % of Net Assets | |||||||||||||
| Cash and cash equivalents and cash and cash equivalents, reserve accounts - 13.1% (b) | ||||||||||||||||
| U.S. Bank Money Market (l) | 47,026,499 | $ | 47,026,499 | $ | 47,026,499 | 13.1 | % | |||||||||
| Total cash and cash equivalents and cash and cash equivalents, reserve accounts | 47,026,499 | $ | 47,026,499 | $ | 47,026,499 | 13.1 | % | |||||||||
| (1) | Securities are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities. |
| (a) | Represents an investment that is not a |
| (b) | Percentages are based on net assets of |
| (c) | Because there is no |
| (d) | These securities are either fully or partially pledged as collateral under the Company’s senior secured revolving credit facility (see Note 8 to the consolidated financial statements). |
| (e) | This investment does not have a stated interest rate that is payable thereon. As a result, the 0.00% interest rate in the table above represents the effective interest rate currently earned on the investment cost and is based on the current cash interest and other income generated by the investment. |
| (f) | As defined in the 1940 Act, this portfolio company is an “affiliate” as we own between 5.0% and 25.0% of the outstanding voting securities. Transactions during the nine months ended November 30, 2023 in which the issuer was an affiliate are as follows: |
| Company | Purchases | Sales | Total Interest from Investments | Management Fee Income | Net Realized Gain (Loss) from Investments | Net Change in Unrealized Appreciation (Depreciation) | ||||||||||||||||||
| Axero Holdings, LLC | $ | - | $ | - | $ | 691,807 | $ | - | $ | - | $ | 723,935 | ||||||||||||
| ETU Holdings, Inc. | - | - | 1,425,096 | - | - | (2,367,949 | ) | |||||||||||||||||
| Modis Dental Partners OpCo, LLC | 8,845,000 | - | 656,579 | - | - | 8,414 | ||||||||||||||||||
| Alpha Aesthetics Partners OpCo, LLC | 10,498,789 | - | 424,543 | - | - | 345,705 | ||||||||||||||||||
| Total | $ | 19,343,789 | $ | - | $ | 3,198,025 | $ | - | $ | - | $ | (1,289,895 | ) | |||||||||||
| (g) | As defined in the 1940 Act, we “control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the nine months ended November 30, 2023 in which the issuer was both an affiliate and a portfolio company that we control are as follows: |
| Company | Purchases | Sales | Total Interest from Investments | Management Fee Income | Net Realized Gain (Loss) from Investments | Net Change in Unrealized Appreciation (Depreciation) | ||||||||||||||||||
| Netreo Holdings, LLC | $ | 2,475,000 | $ | - | $ | 3,151,257 | $ | - | $ | - | $ | (11,543,808 | ) | |||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. | - | - | - | 2,453,967 | - | (6,706,561 | ) | |||||||||||||||||
| Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note | - | - | 1,265,735 | - | - | 112,889 | ||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note | - | - | 1,099,141 | - | - | 150,159 | ||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | - | - | 1,340,998 | - | - | - | ||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | - | - | - | - | - | (5,314,928 | ) | |||||||||||||||||
| Total | $ | 2,475,000 | $ | - | $ | 6,857,131 | $ | 2,453,967 | $ | - | $ | (23,302,249 | ) | |||||||||||
| (h) | Non-income producing at November 30, 2023. | |
| (i) | Includes securities issued by an affiliate of the company. | |
| (j) | All or a portion of this investment has an unfunded commitment as of November 30, 2023. (See Note 9 to the consolidated financial statements). | |
| (k) | As of November 30, 2023, the investment was on non-accrual status. The fair value of these investments was approximately $29.2 million, which represented 2.6% of the Company’s portfolio (see Note 2 to the consolidated financial statements). | |
| (l) | Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of November 30, 2023. |
BSBY - Bloomberg Short-Term Bank Yield
SOFR - Secured Overnight Financing Rate
1M USD BSBY - The 1 month USD BSBY rate as of November 30, 2023 was 5.37%.
1M USD TERM SOFR - The 1 month USD TERM SOFR rate as of November 30, 2023 was 5.34%.
3M USD TERM SOFR - The 3 month USD TERM SOFR rate as of November 30, 2023 was 5.37%.
6M USD TERM SOFR - The 6 month USD TERM SOFR rate as of November 30, 2023 was 5.33%.
PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements).
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2023
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Non-control/Non-affiliate investments - 238.6% (b) | ||||||||||||||||||||||
| Altvia MidCo, LLC. | Alternative Investment Management Software | First Lien Term Loan (3M USD TERM SOFR+8.50%), 13.39% Cash, 7/18/2027 | 7/18/2022 | $ | 7,980,000 | $ | 7,907,457 | $ | 7,911,372 | 2.3 | % | |||||||||||
| Altvia MidCo, LLC. (h) | Alternative Investment Management Software | Series A-1 Preferred Shares | 7/18/2022 | 2,000,000 | 2,000,000 | 2,548,000 | 0.7 | % | ||||||||||||||
| Total Alternative Investment Management Software | 9,907,457 | 10,459,372 | 3.0 | % | ||||||||||||||||||
| Artemis Wax Corp. (d)(j) | Consumer Services | Delayed Draw Term Loan (1M USD TERM SOFR+6.75%), 11.41% Cash, 5/20/2026 | 5/20/2021 | $ | 57,500,000 | 57,059,057 | 57,500,000 | 16.6 | % | |||||||||||||
| Artemis Wax Corp. (h) | Consumer Services | Series B-1 Preferred Stock | 5/20/2021 | 934,463 | 1,500,000 | 4,642,322 | 1.3 | % | ||||||||||||||
| Artemis Wax Corp. (h) | Consumer Services | Series D Preferred Stock | 12/22/2022 | 278,769 | 1,500,000 | 1,500,005 | 0.4 | % | ||||||||||||||
| Total Consumer Services | 60,059,057 | 63,642,327 | 18.3 | % | ||||||||||||||||||
| Schoox, Inc. (h), (i) | Corporate Education Software | Series 1 Membership Interest | 12/8/2020 | 1,050 | 475,698 | 3,809,091 | 1.1 | % | ||||||||||||||
| Total Corporate Education Software | 475,698 | 3,809,091 | 1.1 | % | ||||||||||||||||||
| GreyHeller LLC (h) | Cyber Security | Common Stock | 11/10/2021 | 7,857,689 | 1,906,275 | 2,509,210 | 0.7 | % | ||||||||||||||
| Total Cyber Security | 1,906,275 | 2,509,210 | 0.7 | % | ||||||||||||||||||
| New England Dental Partners | Dental Practice Management | First Lien Term Loan (3M USD LIBOR+8.00%), 12.97% Cash, 11/25/2025 | 11/25/2020 | $ | 6,555,000 | 6,514,437 | 6,523,536 | 1.9 | % | |||||||||||||
| New England Dental Partners | Dental Practice Management | Delayed Draw Term Loan (3M USD LIBOR+8.00%), 12.97% Cash, 11/25/2025 | 11/25/2020 | $ | 4,650,000 | 4,627,032 | 4,627,680 | 1.3 | % | |||||||||||||
| Gen4 Dental Partners Holdings, LLC (j) | Dental Practice Management | Delayed Draw Term Loan (3M USD TERM SOFR+10.35%), 15.24% Cash, 4/29/2026 | 2/8/2023 | $ | - | (94,504 | ) | - | 0.0 | % | ||||||||||||
| Gen4 Dental Partners Holdings, LLC (i) | Dental Practice Management | Series A Preferred Units | 2/8/2023 | 480,769 | 1,000,000 | 1,000,000 | 0.3 | % | ||||||||||||||
| Total Dental Practice Management | 12,046,965 | 12,151,216 | 3.5 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Exigo, LLC (d) | Direct Selling Software | First Lien Term Loan (1M USD LIBOR+5.75%), 10.42% Cash, 3/16/2027 | 3/16/2022 | $ | 24,812,500 | 24,632,494 | 24,504,825 | 7.1 | % | |||||||||||||
| Exigo, LLC (j) | Direct Selling Software | Delayed Draw Term Loan (1M USD LIBOR+5.75%), 10.42% Cash, 3/16/2027 | 3/16/2022 | $ | - | - | (51,667 | ) | 0.0 | % | ||||||||||||
| Exigo, LLC (j) | Direct Selling Software | Revolving Credit Facility (1M USD LIBOR+5.75%), 10.42% Cash, 3/16/2027 | 3/16/2022 | $ | 208,334 | 208,333 | 195,417 | 0.1 | % | |||||||||||||
| Exigo, LLC (h), (i) | Direct Selling Software | Common Units | 3/16/2022 | 1,041,667 | 1,041,667 | 1,121,575 | 0.3 | % | ||||||||||||||
| Total Direct Selling Software | 25,882,494 | 25,770,150 | 7.5 | % | ||||||||||||||||||
| C2 Educational Systems (d) | Education Services | First Lien Term Loan (3M USD LIBOR+8.50%), 13.47% Cash, 5/31/2023 | 5/31/2017 | $ | 18,500,000 | 18,497,146 | 18,525,900 | 5.3 | % | |||||||||||||
| C2 Education Systems, Inc. (h) | Education Services | Series A-1 Preferred Stock | 5/18/2021 | 3,127 | 499,904 | 629,892 | 0.2 | % | ||||||||||||||
| Zollege PBC | Education Services | First Lien Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 5/11/2026 | 5/11/2021 | $ | 16,000,000 | 15,905,830 | 14,827,200 | 4.3 | % | |||||||||||||
| Zollege PBC (j) | Education Services | Delayed Draw Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 5/11/2026 | 5/11/2021 | $ | 500,000 | 496,809 | 390,050 | 0.1 | % | |||||||||||||
| Zollege PBC (h) | Education Services | Class A Units | 5/11/2021 | 250,000 | 250,000 | 115,676 | 0.0 | % | ||||||||||||||
| Total Education Services | 35,649,689 | 34,488,718 | 9.9 | % | ||||||||||||||||||
| Destiny Solutions Inc. (h), (i) | Education Software | Limited Partner Interests | 5/16/2018 | 3,068 | 3,969,291 | 8,941,350 | 2.6 | % | ||||||||||||||
| GoReact | Education Software | First Lien Term Loan (3M USD TERM SOFR+7.50%), 13.59% Cash, 1/17/2025 | 1/17/2020 | $ | 8,006,000 | 7,952,042 | 7,982,783 | 2.3 | % | |||||||||||||
| GoReact (j) | Education Software | Delayed Draw Term Loan (3M USD TERM SOFR+7.50%), 13.59% Cash, 1/17/2025 | 1/18/2022 | $ | 1,000,750 | 1,000,750 | 997,848 | 0.3 | % | |||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-2 Units | 8/25/2014 | 232,616 | 232,616 | 218,168 | 0.1 | % | ||||||||||||||
| Identity Automation Systems (h) | Education Software | Common Stock Class A-1 Units | 3/6/2020 | 43,715 | 171,571 | 217,370 | 0.1 | % | ||||||||||||||
| Ready Education | Education Software | First Lien Term Loan (3M USD TERM SOFR+6.00%), 10.89% Cash, 8/5/2027 | 8/5/2022 | $ | 27,000,000 | 26,751,573 | 26,597,700 | 7.7 | % | |||||||||||||
| Total Education Software | 40,077,843 | 44,955,219 | 13.1 | % | ||||||||||||||||||
| TG Pressure Washing Holdings, LLC (h) | Facilities Maintenance | Preferred Equity | 8/12/2019 | 488,148 | 488,148 | 407,760 | 0.1 | % | ||||||||||||||
| Total Facilities Maintenance | 488,148 | 407,760 | 0.1 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Davisware, LLC | Field Service Management | First Lien Term Loan (3M USD TERM SOFR+7.00%), 11.89% Cash, 7/31/2024 | 9/6/2019 | $ | 6,000,000 | 5,972,735 | 5,988,000 | 1.7 | % | |||||||||||||
| Davisware, LLC | Field Service Management | Delayed Draw Term Loan (3M USD TERM SOFR+7.00%), 11.89% Cash, 7/31/2024 | 9/6/2019 | $ | 3,977,790 | 3,950,992 | 3,969,834 | 1.1 | % | |||||||||||||
| Total Field Service Management | 9,923,727 | 9,957,834 | 2.8 | % | ||||||||||||||||||
| B. Riley Financial, Inc. (a) | Financial Services | Senior Unsecured Loan 6.75% Cash, 5/31/2024 | 10/18/2022 | $ | 165,301 | 165,301 | 160,077 | 0.0 | % | |||||||||||||
| GDS Software Holdings, LLC | Financial Services | First Lien Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 12/30/2026 | 12/30/2021 | $ | 22,713,926 | 22,603,970 | 22,311,890 | 6.4 | % | |||||||||||||
| GDS Software Holdings, LLC | Financial Services | Delayed Draw Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 12/30/2026 | 12/30/2021 | $ | 3,286,074 | 3,257,297 | 3,227,910 | 0.9 | % | |||||||||||||
| GDS Software Holdings, LLC (h) | Financial Services | Common Stock Class A Units | 8/23/2018 | 250,000 | 250,000 | 518,413 | 0.1 | % | ||||||||||||||
| Total Financial Services | 26,276,568 | 26,218,290 | 7.4 | % | ||||||||||||||||||
| Ascend Software, LLC | Financial Services Software | First Lien Term Loan (3M USD LIBOR+7.50%), 12.47% Cash, 12/15/2026 | 12/15/2021 | $ | 6,000,000 | 5,952,354 | 5,902,200 | 1.7 | % | |||||||||||||
| Ascend Software, LLC (j) | Financial Services Software | Delayed Draw Term Loan (3M USD LIBOR+7.50%), 12.47% Cash, 12/15/2026 | 12/15/2021 | $ | 3,300,000 | 3,269,283 | 3,194,050 | 0.9 | % | |||||||||||||
| Total Financial Services Software | 9,221,637 | 9,096,250 | 2.6 | % | ||||||||||||||||||
| Axiom Parent Holdings, LLC (h) | Healthcare Services | Common Stock Class A Units | 6/19/2018 | $ | 400,000 | 400,000 | 1,286,156 | 0.4 | % | |||||||||||||
| ComForCare Health Care (d) | Healthcare Services | First Lien Term Loan (3M USD LIBOR+6.25%), 11.22% Cash, 1/31/2025 | 1/31/2017 | $ | 25,000,000 | 24,938,666 | 25,000,000 | 7.2 | % | |||||||||||||
| Total Healthcare Services | 25,338,666 | 26,286,156 | 7.6 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| HemaTerra Holding Company, LLC (d) | Healthcare Software | First Lien Term Loan (1M USD TERM SOFR+8.25%), 12.91% Cash, 1/31/2027 | 4/15/2019 | $ | 55,483,943 | 55,105,372 | 55,445,104 | 16.0 | % | |||||||||||||
| HemaTerra Holding Company, LLC | Healthcare Software | Delayed Draw Term Loan (1M USD TERM SOFR+8.25%), 12.91% Cash, 1/31/2027 | 4/15/2019 | $ | 13,895,175 | 13,829,142 | 13,885,448 | 4.0 | % | |||||||||||||
| TRC HemaTerra, LLC (h) | Healthcare Software | Class D Membership Interests | 4/15/2019 | 2,487 | 2,816,693 | 4,606,741 | 1.3 | % | ||||||||||||||
| Procurement Partners, LLC | Healthcare Software | First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.39% Cash, 5/12/2026 | 11/12/2020 | $ | 35,125,000 | 34,906,981 | 35,103,925 | 10.1 | % | |||||||||||||
| Procurement Partners, LLC (j) | Healthcare Software | Delayed Draw Term Loan (3M USD TERM SOFR+6.50%), 11.39% Cash, 5/12/2026 | 11/12/2020 | $ | 9,300,000 | 9,219,412 | 9,294,420 | 2.7 | % | |||||||||||||
| Procurement Partners Holdings LLC (h) | Healthcare Software | Class A Units | 11/12/2020 | 571,219 | 571,219 | 788,283 | 0.2 | % | ||||||||||||||
| Total Healthcare Software | 116,448,819 | 119,123,921 | 34.3 | % | ||||||||||||||||||
| Roscoe Medical, Inc. (h) | Healthcare Supply | Common Stock | 3/26/2014 | 5,081 | 508,077 | - | 0.0 | % | ||||||||||||||
| Total Healthcare Supply | 508,077 | - | 0.0 | % | ||||||||||||||||||
| Book4Time, Inc. (a), (d) | Hospitality/Hotel | First Lien Term Loan (3M USD LIBOR+7.50%), 12.47%, 12/22/2025 | 12/22/2020 | $ | 3,136,517 | 3,116,896 | 3,136,517 | 0.9 | % | |||||||||||||
| Book4Time, Inc. (a) | Hospitality/Hotel | Delayed Draw Term Loan (3M USD LIBOR+7.50%), 12.47%, 12/22/2025 | 12/22/2020 | $ | 2,000,000 | 1,984,212 | 2,000,000 | 0.6 | % | |||||||||||||
| Book4Time, Inc. (a), (h), (i) | Hospitality/Hotel | Class A Preferred Shares | 12/22/2020 | 200,000 | 156,826 | 281,778 | 0.1 | % | ||||||||||||||
| Knowland Group, LLC (h), (k) | Hospitality/Hotel | Second Lien Term Loan (3M USD LIBOR+8.00%), 13.97% Cash/1.00% PIK, 5/9/2024 | 11/9/2018 | $ | 15,878,989 | 15,878,989 | 9,760,821 | 2.8 | % | |||||||||||||
| Sceptre Hospitality Resources, LLC | Hospitality/Hotel | First Lien Term Loan (3M USD TERM SOFR+7.25%), 12.14% Cash, 11/15/2027 | 4/27/2020 | $ | 23,000,000 | 22,806,316 | 22,793,000 | 6.6 | % | |||||||||||||
| Sceptre Hospitality Resources, LLC (j) | Hospitality/Hotel | Delayed Draw Term Loan (3M USD TERM SOFR+7.25%), 12.14% Cash, 11/15/2027 | 9/2/2021 | $ | - | - | - | 0.0 | % | |||||||||||||
| Total Hospitality/Hotel | 43,943,239 | 37,972,116 | 11.0 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Granite Comfort, LP (d) | HVAC Services and Sales | First Lien Term Loan (3M USD TERM SOFR+7.86%), 12.75% Cash, 11/16/2025 | 11/16/2020 | $ | 43,000,000 | 42,694,831 | 42,570,000 | 12.3 | % | |||||||||||||
| Granite Comfort, LP (j) | HVAC Services and Sales | Delayed Draw Term Loan (3M USD TERM SOFR+7.86%), 12.75% Cash, 11/16/2025 | 11/16/2020 | $ | 12,000,000 | 11,894,177 | 11,880,000 | 3.4 | % | |||||||||||||
| Total HVAC Services and Sales | 54,589,008 | 54,450,000 | 15.7 | % | ||||||||||||||||||
| Vector Controls Holding Co., LLC (d) | Industrial Products | First Lien Term Loan (3M USD LIBOR+6.50%), 11.47% Cash, 3/6/2025 | 3/6/2013 | $ | 3,089,986 | 3,089,986 | 3,089,986 | 0.9 | % | |||||||||||||
| Vector Controls Holding Co., LLC (h) | Industrial Products | Warrants to Purchase Limited Liability Company Interests, Expires 11/30/2027 | 5/31/2015 | 343 | - | 6,517,923 | 1.9 | % | ||||||||||||||
| Total Industrial Products | 3,089,986 | 9,607,909 | 2.8 | % | ||||||||||||||||||
| AgencyBloc, LLC | Insurance Software | First Lien Term Loan (1M USD BSBY+8.00%), 12.58% Cash, 10/1/2026 | 10/1/2021 | $ | 13,469,318 | 13,376,121 | 13,449,114 | 3.9 | % | |||||||||||||
| Panther ParentCo LLC (h) | Insurance Software | Class A Units | 10/1/2021 | 2,500,000 | 2,500,000 | 3,311,442 | 1.0 | % | ||||||||||||||
| Total Insurance Software | 15,876,121 | 16,760,556 | 4.9 | % | ||||||||||||||||||
| LogicMonitor, Inc. (d) | IT Services | First Lien Term Loan (3M USD TERM SOFR+6.50%), 11.39% Cash, 5/17/2026 | 3/20/2020 | $ | 43,000,000 | 42,953,087 | 43,000,000 | 12.4 | % | |||||||||||||
| Total IT Services | 42,953,087 | 43,000,000 | 12.4 | % | ||||||||||||||||||
| ActiveProspect, Inc. (d) | Lead Management Software | First Lien Term Loan (3M USD LIBOR+6.00%), 10.97% Cash, 8/8/2027 | 8/8/2022 | $ | 12,000,000 | 11,906,362 | 12,090,000 | 3.5 | % | |||||||||||||
| ActiveProspect, Inc. (j) | Lead Management Software | Delayed Draw Term Loan (3M USD LIBOR+6.00%), 10.97% Cash, 8/8/2027 | 8/8/2022 | $ | - | - | - | 0.0 | % | |||||||||||||
| Total Lead Management Software | 11,906,362 | 12,090,000 | 3.5 | % | ||||||||||||||||||
| Centerbase, LLC | Legal Software | First Lien Term Loan (1M USD TERM SOFR+7.75%), 12.41% Cash, 1/18/2027 | 1/18/2022 | $ | 21,247,440 | 21,055,931 | 20,699,256 | 6.0 | % | |||||||||||||
| Total Legal Software | 21,055,931 | 20,699,256 | 6.0 | % | ||||||||||||||||||
| Madison Logic, Inc. (d) | Marketing Orchestration Software | First Lien Term Loan (3M USD TERM SOFR+7.00%), 11.89% Cash, 12/30/2028 | 12/10/2021 | $ | 19,000,000 | 18,626,777 | 18,715,000 | 5.4 | % | |||||||||||||
| Total Marketing Orchestration Software | 18,626,777 | 18,715,000 | 5.4 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| ARC Health OpCo LLC (d) | Mental Healthcare Services | First Lien Term Loan (3M USD TERM SOFR+8.48%), 13.37% Cash, 8/5/2027 | 8/5/2022 | $ | 6,500,000 | 6,427,296 | 6,461,000 | 1.9 | % | |||||||||||||
| ARC Health OpCo LLC (d), (j) | Mental Healthcare Services | Delayed Draw Term Loan (3M USD TERM SOFR+8.48%), 13.37% Cash, 8/5/2027 | 8/5/2022 | $ | 7,726,978 | 7,634,711 | 7,680,616 | 2.2 | % | |||||||||||||
| ARC Health OpCo LLC (h) | Mental Healthcare Services | Class A Preferred Shares | 8/5/2022 | 2,808,236 | 3,035,108 | 2,780,153 | 0.8 | % | ||||||||||||||
| Total Mental Healthcare Services | 17,097,115 | 16,921,769 | 4.9 | % | ||||||||||||||||||
| Chronus LLC | Mentoring Software | First Lien Term Loan (3M USD LIBOR+5.25), 10.22% Cash, 8/26/2026 | 8/26/2021 | $ | 15,000,000 | 14,887,780 | 14,890,500 | 4.3 | % | |||||||||||||
| Chronus LLC | Mentoring Software | First Lien Term Loan (3M USD LIBOR+6.00), 10.97% Cash, 8/26/2026 | 8/26/2021 | $ | 3,000,000 | 2,973,634 | 2,978,100 | 0.9 | % | |||||||||||||
| Chronus LLC (h) | Mentoring Software | Series A Preferred Stock | 8/26/2021 | 3,000 | 3,000,000 | 3,490,403 | 1.0 | % | ||||||||||||||
| Total Mentoring Software | 20,861,414 | 21,359,003 | 6.2 | % | ||||||||||||||||||
| Omatic Software, LLC | Non-profit Services | First Lien Term Loan (3M USD TERM SOFR+8.00%), 14.15% Cash/1.00% PIK, 1/31/2024 | 5/29/2018 | $ | 13,122,781 | 13,091,197 | 13,095,223 | 3.8 | % | |||||||||||||
| Total Non-profit Services | 13,091,197 | 13,095,223 | 3.8 | % | ||||||||||||||||||
| Emily Street Enterprises, L.L.C. | Office Supplies | Senior Secured Note (3M USD TERM SOFR+7.50%), 12.39% Cash, 12/31/2025 | 12/28/2012 | $ | 6,000,000 | 5,974,379 | 5,965,800 | 1.7 | % | |||||||||||||
| Emily Street Enterprises, L.L.C. (h) | Office Supplies | Warrant Membership Interests, Expires 12/31/2025 | 12/28/2012 | 49,318 | 400,000 | 406,755 | 0.1 | % | ||||||||||||||
| Total Office Supplies | 6,374,379 | 6,372,555 | 1.8 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Buildout, Inc. | Real Estate Services | First Lien Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 7/9/2025 | 7/9/2020 | $ | 14,000,000 | 13,924,435 | 13,855,800 | 4.0 | % | |||||||||||||
| Buildout, Inc. | Real Estate Services | Delayed Draw Term Loan (3M USD LIBOR+7.00%), 11.97% Cash, 7/9/2025 | 2/12/2021 | $ | 38,500,000 | 38,257,589 | 38,103,450 | 11.0 | % | |||||||||||||
| Buildout, Inc. (h), (i) | Real Estate Services | Limited Partner Interests | 7/9/2020 | 1,250 | 1,372,557 | 1,447,219 | 0.4 | % | ||||||||||||||
| Total Real Estate Services | 53,554,581 | 53,406,469 | 15.4 | % | ||||||||||||||||||
| Archimedes Parent LLC (h) | Research Software | Class A Common Units | 6/27/2022 | 1,125,160 | 1,125,160 | 1,136,503 | 0.3 | % | ||||||||||||||
| Wellspring Worldwide Inc. | Research Software | First Lien Term Loan (1M USD BSBY+7.25%), 11.83% Cash, 6/27/2027 | 6/27/2022 | $ | 9,600,000 | 9,503,123 | 9,540,480 | 2.7 | % | |||||||||||||
| Total Research Software | 10,628,283 | 10,676,983 | 3.0 | % | ||||||||||||||||||
| LFR Chicken LLC | Restaurant | First Lien Term Loan (1M USD LIBOR+7.00%), 11.67% Cash, 11/19/2026 | 11/19/2021 | $ | 12,000,000 | 11,906,864 | 11,866,800 | 3.4 | % | |||||||||||||
| LFR Chicken LLC (j) | Restaurant | Delayed Draw Term Loan (1M USD LIBOR+7.00%), 11.67% Cash, 11/19/2026 | 11/19/2021 | $ | 9,000,000 | 8,927,326 | 8,900,100 | 2.6 | % | |||||||||||||
| LFR Chicken LLC (h) | Restaurant | Series B Preferred Units | 11/19/2021 | 497,183 | 1,000,000 | 1,177,373 | 0.3 | % | ||||||||||||||
| TMAC Acquisition Co., LLC | Restaurant | Unsecured Term Loan 8.00% PIK, 3/1/2024 | 3/1/2018 | $ | 3,217,657 | 3,217,657 | 2,881,888 | 0.8 | % | |||||||||||||
| Total Restaurant | 25,051,847 | 24,826,161 | 7.1 | % | ||||||||||||||||||
| Pepper Palace, Inc. (d) | Specialty Food Retailer | First Lien Term Loan (3M USD LIBOR+6.25%), 11.22% Cash, 6/30/2026 | 6/30/2021 | $ | 33,490,000 | 33,255,863 | 24,410,861 | 7.0 | % | |||||||||||||
| Pepper Palace, Inc. (j) | Specialty Food Retailer | Delayed Draw Term Loan (3M USD LIBOR+6.25%), 11.22% Cash, 6/30/2026 | 6/30/2021 | $ | - | - | - | 0.0 | % | |||||||||||||
| Pepper Palace, Inc. (j) | Specialty Food Retailer | Revolving Credit Facility (3M USD LIBOR+6.25%), 11.22% Cash, 6/30/2026 | 6/30/2021 | $ | - | - | - | 0.0 | % | |||||||||||||
| Pepper Palace, Inc. (h) | Specialty Food Retailer | Membership Interest | 6/30/2021 | 1,000,000 | 1,000,000 | - | 0.0 | % | ||||||||||||||
| Total Specialty Food Retailer | 34,255,863 | 24,410,861 | 7.0 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| ArbiterSports, LLC (d) | Sports Management | First Lien Term Loan (3M USD LIBOR+6.50%), 11.47% Cash, 2/21/2025 | 2/21/2020 | $ | 26,000,000 | 25,894,505 | 25,721,800 | 7.4 | % | |||||||||||||
| ArbiterSports, LLC | Sports Management | Delayed Draw Term Loan (3M USD LIBOR+6.50%), 11.47% Cash, 2/21/2025 | 2/21/2020 | $ | 1,000,000 | 1,000,000 | 989,300 | 0.3 | % | |||||||||||||
| Total Sports Management | 26,894,505 | 26,711,100 | 7.7 | % | ||||||||||||||||||
| Avionte Holdings, LLC (h) | Staffing Services | Class A Units | 1/8/2014 | 100,000 | 100,000 | 2,079,325 | 0.6 | % | ||||||||||||||
| Total Staffing Services | 100,000 | 2,079,325 | 0.6 | % | ||||||||||||||||||
| JDXpert | Talent Acquisition Software | First Lien Term Loan (3M USD LIBOR+8.50%), 13.47% Cash, 5/2/2027 | 5/2/2022 | $ | 6,000,000 | 5,947,780 | 6,045,000 | 1.7 | % | |||||||||||||
| JDXpert (j) | Talent Acquisition Software | Delayed Draw Term Loan (3M USD LIBOR+8.50%), 13.47% Cash, 5/2/2027 | 5/2/2022 | $ | - | - | - | 0.0 | % | |||||||||||||
| Jobvite, Inc. (d) | Talent Acquisition Software | First Lien Term Loan (3M USD TERM SOFR+8.00%), 12.89% Cash, 8/5/2028 | 8/5/2022 | $ | 20,000,000 | 19,857,613 | 19,954,000 | 5.8 | % | |||||||||||||
| Total Talent Acquisition Software | 25,805,393 | 25,999,000 | 7.5 | % | ||||||||||||||||||
| Sub Total Non-control/Non-affiliate investments | 819,966,208 | 828,028,800 | 238.6 | % | ||||||||||||||||||
| Affiliate investments - 8.1% (b) | ||||||||||||||||||||||
| ETU Holdings, Inc. (f) | Corporate Education Software | First Lien Term Loan (3M USD LIBOR+9.00%), 13.97% Cash, 8/18/2027 | 8/18/2022 | $ | 7,000,000 | 6,935,556 | 7,006,300 | 2.0 | % | |||||||||||||
| ETU Holdings, Inc. (f) | Corporate Education Software | Second Lien Term Loan 15.00% PIK, 2/18/2028 | 8/18/2022 | $ | 5,282,563 | 5,235,433 | 5,175,327 | 1.5 | % | |||||||||||||
| ETU Holdings, Inc. (f), (h) | Corporate Education Software | Series A-1 Preferred Stock | 8/18/2022 | 3,000,000 | 3,000,000 | 3,072,504 | 0.9 | % | ||||||||||||||
| Total Corporate Education Software | 15,170,989 | 15,254,131 | 4.4 | % | ||||||||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Axero Holdings, LLC (f) | Employee Collaboration Software | First Lien Term Loan (3M USD TERM SOFR+8.00%), 13.04% Cash, 6/30/2026 | 6/30/2021 | $ | 5,500,000 | 5,460,448 | 5,513,200 | 1.6 | % | |||||||||||||
| Axero Holdings, LLC (f) | Employee Collaboration Software | Delayed Draw Term Loan (3M USD TERM SOFR+8.00%), 13.04% Cash, 6/30/2026 | 6/30/2021 | $ | 1,100,000 | 1,090,883 | 1,102,640 | 0.3 | % | |||||||||||||
| Axero Holdings, LLC (f), (j) | Employee Collaboration Software | Revolving Credit Facility (3M USD TERM SOFR+8.00%), 13.04% Cash, 6/30/2026 | 2/3/2022 | $ | - | - | - | 0.0 | % | |||||||||||||
| Axero Holdings, LLC (f), (h) | Employee Collaboration Software | Series A Preferred Units | 6/30/2021 | 2,000,000 | 2,000,000 | 2,498,000 | 0.7 | % | ||||||||||||||
| Axero Holdings, LLC (f), (h) | Employee Collaboration Software | Series B Preferred Units | 6/30/2021 | 2,000,000 | 2,000,000 | 3,937,900 | 1.1 | % | ||||||||||||||
| Total Employee Collaboration Software | 10,551,331 | 13,051,740 | 3.7 | % | ||||||||||||||||||
| Sub Total Affiliate investments | 25,722,320 | 28,305,871 | 8.1 | % | ||||||||||||||||||
| Control investments - 33.6% (b) | ||||||||||||||||||||||
| Netreo Holdings, LLC (g) | IT Services | First Lien Term Loan (3M USD LIBOR +6.50%), 13.47% Cash/2.00% PIK 12/31/2025 | 7/3/2018 | $ | 5,539,029 | 5,522,608 | 5,443,757 | 1.6 | % | |||||||||||||
| Netreo Holdings, LLC (d), (g) | IT Services | Delayed Draw Term Loan (3M USD LIBOR +6.50%), 13.47% Cash/2.00% PIK, 12/31/2025 | 5/26/2020 | $ | 22,111,008 | 22,019,877 | 21,730,699 | 6.3 | % | |||||||||||||
| Netreo Holdings, LLC (g), (h) | IT Services | Common Stock Class A Unit | 7/3/2018 | 4,600,677 | 8,344,500 | 16,992,742 | 4.9 | % | ||||||||||||||
| Total IT Services | 35,886,985 | 44,167,198 | 12.8 | % | ||||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (e), (g) | Structured Finance Securities | Other/Structured Finance Securities 0.00%, 4/20/2033 | 1/22/2008 | $ | 111,000,000 | 28,943,904 | 21,176,578 | 6.1 | % | |||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note (a), (g) | Structured Finance Securities | Other/Structured Finance Securities (3M USD LIBOR+10.00%), 14.97%, 4/20/2033 | 8/9/2021 | $ | 9,375,000 | 9,375,000 | 8,831,406 | 2.5 | % | |||||||||||||
| Company(1) | Industry | Investment Interest Rate/ Maturity | Original Acquisition Date | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | |||||||||||||||
| Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note (a), (g) | Structured Finance Securities | Other/Structured Finance Securities (3M USD TERM SOFR+8.55%), 13.44%, 10/20/2033 | 10/28/2022 | $ | 12,250,000 | 11,392,500 | 11,354,495 | 3.3 | % | |||||||||||||
| Total Structured Finance Securities | 49,711,404 | 41,362,479 | 11.9 | % | ||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a), (g), (j) | Investment Fund | Unsecured Loan 10.00%, 6/15/2023 | 2/17/2022 | $ | 17,618,954 | 17,618,954 | 17,618,954 | 5.1 | % | |||||||||||||
| Saratoga Senior Loan Fund I JV, LLC (a), (g), (h) | Investment Fund | Membership Interest | 2/17/2022 | 17,583,486 | 17,583,486 | 13,106,951 | 3.8 | % | ||||||||||||||
| Total Investment Fund | 35,202,440 | 30,725,905 | 8.9 | % | ||||||||||||||||||
| Sub Total Control investments | 120,800,829 | 116,255,582 | 33.6 | % | ||||||||||||||||||
| TOTAL INVESTMENTS - 280.3% (b) | $ | 966,489,357 | $ | 972,590,253 | 280.3 | % | ||||||||||||||||
| Number of Shares | Cost | Fair Value | % of Net Assets | |||||||||||||
| Cash and cash equivalents and cash and cash equivalents, reserve accounts - 27.7% (b) | ||||||||||||||||
| U.S. Bank Money Market (l) | 96,076,273 | $ | 96,076,273 | $ | 96,076,273 | 27.7 | % | |||||||||
| Total cash and cash equivalents and cash and cash equivalents, reserve accounts | 96,076,273 | $ | 96,076,273 | $ | 96,076,273 | 27.7 | % | |||||||||
| (1) | Securities are exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and are restricted securities. |
| (a) | Represents an investment that is not a “qualifying asset” under Section 55(a) of the Investment Company Act of 1940, as amended (the 1940 Act”). As of February 28, 2023, non-qualifying assets represent 8.6% of the Company’s portfolio at fair value. As a BDC, the Company generally has to invest at least 70% of its total assets in qualifying assets. |
| (b) | Percentages are based on net assets of $346,958,042 as of February 28, 2023. |
| (c) | Because there is no “readily available market quotations” (as defined in the 1940 Act) for these investments, the fair values of these investments were determined using significant unobservable inputs and approved in good faith by our board of directors. These investments have been included as Level 3 in the Fair Value Hierarchy (see Note 3 to the consolidated financial statements). |
| (d) | These securities are either fully or partially pledged as collateral under |
| (e) | This investment does not have a stated interest rate that is payable thereon. As a result, the |
| (f) | As defined in the |
Company | Purchases | Redemptions | Sales | Interest Income | Management and Incentive Fee Income | Net Realized Gains | Net Change in Unrealized Appreciation (Depreciation) | |||||||||||||||||||||
Easy Ice, LLC | $ | — | $ | — | $ | (11,307,678 | ) | $ | 2,814,092 | $ | — | $ | 63,720 | $ | 1,685,785 | |||||||||||||
Saratoga Investment Corp. CLO 2013-1, Ltd. | $ | — | $ | — | $ | — | $ | 1,719,744 | $ | 1,605,171 | $ | — | $ | 1,991,685 | ||||||||||||||
Saratoga Investment Corp. Class F Note | $ | — | $ | — | $ | — | $ | 320,215 | $ | — | $ | — | $ | (450 | ) | |||||||||||||
| Company | Purchases | Sales | Total Interest from Investments | Management Fee Income | Net Realized Gain (Loss) from Investments | Net Change in Unrealized Appreciation (Depreciation) | ||||||||||||||||||
| Artemis Wax Corp | $ | 27,440,000 | $ | 6,162,526 | $ | 3,418,378 | $ | - | $ | - | $ | (1,460,287 | ) | |||||||||||
| Axero Holdings, LLC | 1,089,000 | - | 848,422 | - | - | 1,951,499 | ||||||||||||||||||
| ETU Holdings, Inc. | 14,880,000 | - | 923,437 | - | - | 83,142 | ||||||||||||||||||
| Total | $ | 43,409,000 | $ | 6,162,526 | $ | 5,190,237 | $ | - | $ | - | $ | 574,354 | ||||||||||||
Saratoga Investment Corp.
Consolidated Schedule of Investments
February 28, 2017
Company | Industry | Investment Interest Rate/ Maturity | Principal/ Number of Shares | Cost | Fair Value (c) | % of Net Assets | ||||||||||||||
Non-control/Non-affiliated investments - 190.5% (b) | ||||||||||||||||||||
Apex Holdings Software Technologies, LLC | Business Services | First Lien Term Loan (L+8.00%), 9.05% Cash, 9/21/2021 | $ | 18,000,000 | $ | 17,857,818 | $ | 17,843,400 | 14.0 | % | ||||||||||
Avionte Holdings, LLC (g) | Business Services | Common Stock | 100,000 | 100,000 | 251,000 | 0.2 | % | |||||||||||||
BMC Software, Inc. (d) | Business Services | Syndicated Loan (L+4.00%), 5.05% Cash, 9/10/2020 | $ | 5,611,666 | 5,582,551 | 5,639,163 | 4.4 | % | ||||||||||||
Courion Corporation | Business Services | Second Lien Term Loan (L+10.00%), 11.05% Cash, 6/1/2021 | $ | 15,000,000 | 14,879,353 | 14,230,500 | 11.2 | % | ||||||||||||
Emily Street Enterprises, L.L.C. | Business Services | Senior Secured Note (L+8.50%), 10.00% Cash, 1/23/2020 | $ | 3,300,000 | 3,282,213 | 3,316,500 | 2.6 | % | ||||||||||||
Emily Street Enterprises, L.L.C. (g) | Business Services | Warrant Membership Interests Expires 12/28/2022 | 49,318 | 400,000 | 394,544 | 0.3 | % | |||||||||||||
Erwin, Inc. | Business Services | Second Lien Term Loan (L+11.50%), 12.55% (11.50% Cash/1.00% PIK), 8/28/2021 | $ | 13,111,929 | 13,000,581 | 13,111,929 | 10.2 | % | ||||||||||||
GreyHeller LLC | Business Services | First Lien Term Loan (L+11.00%), 12.05% Cash, 11/16/2021 | $ | 7,000,000 | 6,933,141 | 6,930,000 | 5.4 | % | ||||||||||||
GreyHeller LLC (i), (j) | Business Services | Delayed Draw Term Loan B (L+11.00%), 12.05% Cash, 11/16/2021 | $ | — | — | — | 0.0 | % | ||||||||||||
GreyHeller LLC (g) | Business Services | Common Stock | 850,000 | 850,000 | 850,000 | 0.7 | % | |||||||||||||
Help/Systems Holdings, Inc.(Help/Systems, LLC) | Business Services | First Lien Term Loan (L+5.25%), 6.30% Cash, 10/8/2021 | $ | 5,947,481 | 5,857,960 | 5,947,481 | 4.7 | % | ||||||||||||
Help/Systems Holdings, Inc.(Help/Systems, LLC) | Business Services | Second Lien Term Loan (L+9.50%), 10.55% Cash, 10/8/2022 | $ | 3,000,000 | 2,922,606 | 2,926,800 | 2.3 | % | ||||||||||||
Identity Automation Systems | Business Services | Convertible Promissory Note 13.50% (6.75% Cash/6.75% PIK), 8/18/2018 | 611,517 | 611,517 | 611,517 | 0.5 | % | |||||||||||||
Identity Automation Systems (g) | Business Services | Common Stock Class A Units | 232,616 | 232,616 | 386,143 | 0.3 | % | |||||||||||||
Identity Automation Systems | Business Services | Second Lien Term Loan (L+9.25%), 10.30% (9.25% Cash/1.75% PIK) 12/18/2020 | $ | 10,293,791 | 10,223,741 | 10,293,791 | 8.1 | % | ||||||||||||
Knowland Technology Holdings, L.L.C. | Business Services | First Lien Term Loan (L+8.75%), 9.80% Cash, 7/20/2021 | $ | 17,777,730 | 17,692,307 | 17,777,730 | 14.0 | % | ||||||||||||
Microsystems Company | Business Services | Second Lien Term Loan (L+10.00%), 11.05% Cash, 7/1/2022 | $ | 8,000,000 | 7,927,489 | 7,964,800 | 6.3 | % | ||||||||||||
National Waste Partners | Business Services | First Lien Term Loan 10.00% Cash, 2/13/2022 | $ | 9,000,000 | 8,910,000 | 8,910,000 | 7.0 | % | ||||||||||||
Vector Controls Holding Co., LLC (d) | Business Services | First Lien Term Loan, 14.00% (12.00% Cash/2.00% PIK), 3/6/2018 | $ | 8,819,270 | 8,778,186 | 8,819,270 | 6.9 | % | ||||||||||||
Vector Controls Holding Co., LLC (d), (g) | Business Services | Warrants to Purchase Limited Liability Company Interests, Expires 5/31/2025 | 343 | — | 327,200 | 0.3 | % | |||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Business Services | 126,042,079 | 126,531,768 | 99.4 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Targus Holdings, Inc. (d), (g) | Consumer Products | Common Stock | 210,456 | 1,791,242 | 29,241 | 0.0 | % | |||||||||||||
Targus Holdings, Inc. (d) | Consumer Products | Second Lien Term Loan A-2 15.00% PIK, 12/31/2019 | $ | 234,630 | 234,630 | 234,630 | 0.2 | % | ||||||||||||
Targus Holdings, Inc. (d) | Consumer Products | Second Lien Term Loan B 15.00% PIK, 12/31/2019 | $ | 703,889 | 703,889 | 703,889 | 0.6 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Consumer Products | 2,729,761 | 967,760 | 0.8 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
My Alarm Center, LLC | Consumer Services | Second Lien Term Loan (L+11.00%), 12.05% Cash, 7/9/2019 | $ | 9,375,000 | 9,359,492 | 7,061,250 | 5.6 | % | ||||||||||||
PrePaid Legal Services, Inc. (d) | Consumer Services | First Lien Term Loan (L+5.25%), 6.50% Cash, 7/1/2019 | $ | 2,687,143 | 2,672,435 | 2,687,143 | 2.1 | % | ||||||||||||
PrePaid Legal Services, Inc. (d) | Consumer Services | Second Lien Term Loan (L+9.00%), 10.25% Cash, 7/1/2020 | $ | 11,000,000 | 10,966,188 | 11,000,000 | 8.6 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Consumer Services | 22,998,115 | 20,748,393 | 16.3 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
M/C Acquisition Corp., L.L.C. (d), (g) | Education | Class A Common Stock | 544,761 | 30,241 | — | 0.0 | % | |||||||||||||
M/C Acquisition Corp., L.L.C. (d) | Education | First Lien Term Loan 1.00% Cash, 3/31/2018 | $ | 2,321,073 | 1,193,790 | 8,087 | 0.0 | % | ||||||||||||
Texas Teachers of Tomorrow, LLC (g), (h) | Education | Common Stock | 750 | 750,000 | 919,680 | 0.7 | % | |||||||||||||
Texas Teachers of Tomorrow, LLC | Education | Second Lien Term Loan (L+9.75%), 10.80% Cash, 6/2/2021 | $ | 10,000,000 | 9,918,572 | 10,000,000 | 7.9 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Education | 11,892,603 | 10,927,767 | 8.6 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
TM Restaurant Group L.L.C. (g) | Food and Beverage | First Lien Term Loan (L+8.50%), 9.75% Cash, 7/17/2017 | $ | 9,358,694 | 9,331,446 | 8,422,825 | 6.6 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Food and Beverage | 9,331,446 | 8,422,825 | 6.6 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Censis Technologies, Inc. | Healthcare Services | First Lien Term Loan B (L+10.00%), 11.05% Cash, 7/24/2019 | $ | 11,100,000 | 10,977,689 | 10,940,160 | 8.6 | % | ||||||||||||
Censis Technologies, Inc. (g), (h) | Healthcare Services | Limited Partner Interests | 999 | 999,000 | 886,772 | 0.7 | % | |||||||||||||
ComForCare Health Care | Healthcare Services | First Lien Term Loan (L+8.50%), 9.55% Cash, 1/31/2022 | $ | 10,500,000 | 10,398,957 | 10,395,000 | 8.2 | % | ||||||||||||
Roscoe Medical, Inc. (d), (g) | Healthcare Services | Common Stock | 5,081 | 508,077 | 680,823 | 0.5 | % | |||||||||||||
Roscoe Medical, Inc. | Healthcare Services | Second Lien Term Loan 11.25% Cash, 9/26/2019 | $ | 4,200,000 | 4,155,827 | 4,179,000 | 3.3 | % | ||||||||||||
Ohio Medical, LLC (g) | Healthcare Services | Common Stock | 5,000 | 500,000 | 288,800 | 0.2 | % | |||||||||||||
Ohio Medical, LLC | Healthcare Services | Senior Subordinated Note 12.00%, 7/15/2021 | $ | 7,300,000 | 7,238,831 | 6,989,750 | 5.5 | % | ||||||||||||
Zest Holdings, LLC (d) | Healthcare Services | Syndicated Loan (L+4.75%), 5.80% Cash, 8/17/2020 | $ | 4,136,911 | 4,085,888 | 4,183,658 | 3.3 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Healthcare Services | 38,864,269 | 38,543,963 | 30.3 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
HMN Holdco, LLC | Media | First Lien Term Loan 12.00% Cash, 7/8/2021 | $ | 8,462,482 | 8,376,876 | 8,462,482 | 6.6 | % | ||||||||||||
HMN Holdco, LLC | Media | Delayed Draw First Lien Term Loan 12.00% Cash, 7/8/2021 | $ | 4,800,000 | 4,751,258 | 4,800,000 | 3.8 | % | ||||||||||||
HMN Holdco, LLC (g) | Media | Class A Series, Expires 1/16/2025 | 4,264 | 61,647 | 294,770 | 0.2 | % | |||||||||||||
HMN Holdco, LLC (g) | Media | Class A Warrant, Expires 1/16/2025 | 30,320 | 438,353 | 1,706,410 | 1.3 | % | |||||||||||||
HMN Holdco, LLC (g) | Media | Warrants to Purchase Limited Liability Company Interests (Common), Expires 5/16/2024 | 57,872 | — | 2,961,310 | 2.3 | % | |||||||||||||
HMN Holdco, LLC (g) | Media | Warrants to Purchase Limited Liability Company Interests (Preferred), Expires 5/16/2024 | 8,139 | — | 473,690 | 0.4 | % | |||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Media | 13,628,134 | 18,698,662 | 14.6 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Elyria Foundry Company, L.L.C. (d), (g) | Metals | Common Stock | 35,000 | 9,217,564 | 413,350 | 0.3 | % | |||||||||||||
Elyria Foundry Company, L.L.C. (d) | Metals | Second Lien Term Loan 15.00% PIK, 8/10/2022 | $ | 437,500 | 437,500 | 437,500 | 0.4 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Metals | 9,655,064 | 850,850 | 0.7 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Mercury Network, LLC | Real Estate | First Lien Term Loan (L+9.50%), 10.55% Cash, 8/24/2021 | $ | 15,773,875 | 15,644,382 | 15,773,875 | 12.4 | % | ||||||||||||
Mercury Network, LLC (g) | Real Estate | Common Stock | 413,043 | 413,043 | 1,065,651 | 0.8 | % | |||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Real Estate | 16,057,425 | 16,839,526 | 13.2 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Sub Total Non-control/Non-affiliated investments | 251,198,896 | 242,531,514 | 190.5 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Control investments - 39.4% (b) | ||||||||||||||||||||
Easy Ice, LLC (g) | Business Services | Preferred Equity | 5,080,000 | 8,000,000 | 8,000,000 | 6.3 | % | |||||||||||||
Easy Ice, LLC (d) (f) | Business Services | First Lien Term Loan (L+10.25%) 11.02% Cash, 1/15/2020 | $ | 26,680,000 | 26,464,162 | 26,680,000 | 20.9 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Business Services | 34,464,162 | 34,680,000 | 27.2 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Saratoga Investment Corp. CLO 2013-1, Ltd. (a), (d), (e), (f) | Structured Finance Securities | Other/Structured Finance Securities 14.87%, 10/20/2025 | $ | 30,000,000 | 10,319,374 | 10,950,249 | 8.7 | % | ||||||||||||
Saratoga Investment Corp. Class F Note (a), (d), (f) | Structured Finance Securities | Other/Structured Finance Securities (L+8.50%), 9.55%, 10/20/2025 | $ | 4,500,000 | 4,500,000 | 4,499,550 | 3.5 | % | ||||||||||||
|
|
|
|
|
| |||||||||||||||
| Total Structured Finance Securities | 14,819,374 | 15,449,799 | 12.2 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
Sub Total Control investments | 49,283,536 | 50,129,799 | 39.4 | % | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||
TOTAL INVESTMENTS - 229.9% (b) | $ | 300,482,432 | $ | 292,661,313 | 229.9 | % | ||||||||||||||
|
|
|
|
|
| |||||||||||||||
| Principal | Cost | Fair Value | % of Net Assets | |||||||||||||||||
Cash and cash equivalents and cash and cash equivalents, reserve accounts - 17.4% (b) | ||||||||||||||||||||
U.S. Bank Money Market (k) | $ | 22,087,968 | $ | 22,087,968 | $ | 22,087,968 | 17.4 | % | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total cash and cash equivalents and cash and cash equivalents, reserve accounts | $ | 22,087,968 | $ | 22,087,968 | $ | 22,087,968 | 17.4 | % | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
| As defined in the |
Company | Purchases | Redemptions | Sales | Interest Income | Management Fee Income | Net Realized Gains (Losses) | Net Change in Unrealized Appreciation (Depreciation) | |||||||||||||||||||||
Easy Ice, LLC | $ | 20,553,200 | $ | — | $ | — | $ | 217,362 | $ | — | $ | — | $ | 283,226 | ||||||||||||||
Saratoga Investment Corp. CLO 2013-1, Ltd. | $ | — | $ | — | $ | — | $ | 1,941,914 | $ | 1,499,001 | $ | — | $ | 833,646 | ||||||||||||||
Saratoga Investment Corp. Class F Note | $ | 4,500,000 | $ | — | $ | — | $ | 122,121 | $ | — | $ | — | $ | (450 | ) | |||||||||||||
| Company | Purchases | Sales | Total Interest from Investments | Management Fee Income | Net Realized Gain (Loss) from Investments | Net Change in Unrealized Appreciation (Depreciation) | ||||||||||||||||||
| Netreo Holdings, LLC | $ | 8,290,000 | $ | - | $ | 2,529,483 | $ | - | $ | - | $ | (2,363,302 | ) | |||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. | - | - | 1,228,486 | 3,269,820 | - | (4,149,106 | ) | |||||||||||||||||
| Saratoga Investment Corp. Senior Loan Fund 2022-1, Ltd. Class E Note | 11,392,500 | - | 552,330 | - | - | (38,005 | ) | |||||||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Class F-2-R-3 Note | - | - | 1,195,662 | - | - | (543,594 | ) | |||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | 4,493,954 | - | 1,483,522 | - | - | - | ||||||||||||||||||
| Saratoga Senior Loan Fund I JV, LLC | 4,458,486 | - | - | - | - | (3,367,599 | ) | |||||||||||||||||
| Total | $ | 28,634,940 | $ | - | $ | 6,989,483 | $ | 3,269,820 | $ | - | $ | (10,461,606 | ) | |||||||||||
| Non-income producing at February 28, |
| Includes securities issued by an affiliate of the company. |
| Included within cash and cash equivalents and cash and cash equivalents, reserve accounts in the Company’s consolidated statements of assets and liabilities as of February 28, |
BSBY - Bloomberg Short-Term Bank Yield
Saratoga Investment Corp.LIBOR - London Interbank Offered Rate
Consolidated StatementsSOFR - Secured Overnight Financing Rate
1M USD BSBY - The 1 month USD BSBY rate as of Changes in Net AssetsFebruary 28, 2023 was 4.58%.
(unaudited)3M USD BSBY - The 3 month USD BSBY rate as of February 28, 2023 was 4.87%.
1M USD LIBOR - The 1 month USD LIBOR rate as of February 28, 2023 was 4.67%.
3M USD LIBOR - The 3 month USD LIBOR rate as of February 28, 2023 was 4.97%.
1M USD TERM SOFR - The 1 month USD TERM SOFR rate as of February 28, 2023 was 4.66%
3M USD TERM SOFR - The 3 month USD TERM SOFR rate as of February 28, 2023 was 4.89%
PIK - Payment-in-Kind (see Note 2 to the consolidated financial statements).
| For the nine months ended November 30, 2017 | For the nine months ended November 30, 2016 | |||||||
INCREASE FROM OPERATIONS: | ||||||||
Net investment income | $ | 9,411,011 | $ | 8,561,204 | ||||
Net realized gain (loss) from investments | (5,658,329 | ) | 12,299,899 | |||||
Net change in unrealized appreciation (depreciation) on investments | 8,394,254 | (10,728,122 | ) | |||||
|
|
|
| |||||
Net increase in net assets from operations | 12,146,936 | 10,132,981 | ||||||
|
|
|
| |||||
DECREASE FROM SHAREHOLDER DISTRIBUTIONS: | ||||||||
Distributions declared | (8,323,545 | ) | (8,472,209 | ) | ||||
|
|
|
| |||||
Net decrease in net assets from shareholder distributions | (8,323,545 | ) | (8,472,209 | ) | ||||
|
|
|
| |||||
CAPITAL SHARE TRANSACTIONS: | ||||||||
Proceeds from issuance of common stock | 5,985,282 | — | ||||||
Stock dividend distribution | 1,825,036 | 4,125,696 | ||||||
Repurchases of common stock | — | (3,256,613 | ) | |||||
Offering costs | (82,263 | ) | — | |||||
|
|
|
| |||||
Net increase in net assets from capital share transactions | 7,728,055 | 869,083 | ||||||
|
|
|
| |||||
Total increase in net assets | 11,551,446 | 2,529,855 | ||||||
Net assets at beginning of period | 127,294,777 | 125,149,875 | ||||||
|
|
|
| |||||
Net assets at end of period | $ | 138,846,223 | $ | 127,679,730 | ||||
|
|
|
| |||||
Net asset value per common share | $ | 22.58 | $ | 22.21 | ||||
Common shares outstanding at end of period | 6,149,582 | 5,748,247 | ||||||
Distribution in excess of net investment income | $ | (26,649,881 | ) | $ | (26,128,907 | ) | ||
See accompanying notes to consolidated financial statements.
Saratoga Investment Corp.
Consolidated Statements of Cash Flows
(unaudited)
| For the nine months ended November 30, 2017 | For the nine months ended November 30, 2016 | |||||||
Operating activities | ||||||||
NET INCREASE IN NET ASSETS FROM OPERATIONS | $ | 12,146,936 | $ | 10,132,981 | ||||
ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ||||||||
Payment-in-kind interest income | (1,637,083 | ) | (433,609 | ) | ||||
Net accretion of discount on investments | (481,356 | ) | (408,557 | ) | ||||
Amortization of deferred debt financing costs | 741,195 | 775,707 | ||||||
Net realized (gain) loss from investments | 5,658,329 | (12,299,899 | ) | |||||
Net change in unrealized (appreciation) depreciation on investments | (8,394,254 | ) | 10,728,122 | |||||
Proceeds from sales and repayments of investments | 45,554,971 | 94,691,232 | ||||||
Purchase of investments | (86,876,981 | ) | (85,850,895 | ) | ||||
(Increase) decrease in operating assets: | ||||||||
Interest receivable | 5,490 | (788,833 | ) | |||||
Due from affiliate | — | (46,078 | ) | |||||
Management and incentive fee receivable | (94,899 | ) | (959 | ) | ||||
Other assets | (389,811 | ) | 106,195 | |||||
Receivable from unsettled trades | 156,000 | 15,097 | ||||||
Increase (decrease) in operating liabilities: | ||||||||
Base management and incentive fees payable | (619,847 | ) | 338,491 | |||||
Accounts payable and accrued expenses | 491,660 | (183,082 | ) | |||||
Interest and debt fees payable | (781,890 | ) | (453,760 | ) | ||||
Payable for repurchases of common stock | — | (20,957 | ) | |||||
Directors fees payable | (51,500 | ) | 19,500 | |||||
Due to manager | (16,735 | ) | 59,603 | |||||
|
|
|
| |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (34,589,775 | ) | 16,380,299 | |||||
|
|
|
| |||||
Financing activities | ||||||||
Borrowings on debt | 46,500,000 | 9,000,000 | ||||||
Paydowns on debt | (23,500,000 | ) | — | |||||
Payments of deferred debt financing costs | (1,204,517 | ) | (644,845 | ) | ||||
Proceeds from issuance of common stock | 5,985,282 | — | ||||||
Payments of offering costs | (62,669 | ) | — | |||||
Repurchases of common stock | — | (3,256,613 | ) | |||||
Payments of cash dividends | (6,498,509 | ) | (5,222,112 | ) | ||||
|
|
|
| |||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 21,219,587 | (123,570 | ) | |||||
|
|
|
| |||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS | (13,370,188 | ) | 16,256,729 | |||||
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, BEGINNING OF PERIOD | 22,087,968 | 7,034,783 | ||||||
|
|
|
| |||||
CASH AND CASH EQUIVALENTS AND CASH AND CASH EQUIVALENTS, RESERVE ACCOUNTS, END OF PERIOD | $ | 8,717,780 | $ | 23,291,512 | ||||
|
|
|
| |||||
Supplemental information: | ||||||||
Interest paid during the period | $ | 8,286,045 | $ | 6,784,922 | ||||
Cash paid for taxes | $ | 69,502 | $ | 158,294 | ||||
Supplemental non-cash information: | ||||||||
Payment-in-kind interest income | $ | 1,637,083 | $ | 433,609 | ||||
Net accretion of discount on investments | $ | 481,356 | $ | 408,557 | ||||
Amortization of deferred debt financing costs | $ | 741,195 | $ | 775,707 | ||||
Stock dividend distribution | $ | 1,825,036 | $ | 4,125,696 | ||||
See accompanying notes to consolidated financial statements.
SARATOGA INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 20172023
(unaudited)
Note 1. Organization
Saratoga Investment Corp. (the “Company”, “we”, “our” and “us”) is a non-diversified closed end management investment company incorporated in Maryland that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company commenced operations on March 23, 2007 as GSC Investment Corp. and completed the initial public offering (“IPO”) on March 28, 2007. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under subchapterSubchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company expects to continue to qualify and to elect to be treated, for tax purposes, as a RIC. The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation from its investments.
GSC Investment, LLC (the “LLC”) was organized in May 2006 as a Maryland limited liability company. As of February 28, 2007, the LLC had not yet commenced its operations and investment activities.
On March 21, 2007, the Company was incorporated and concurrently therewith the LLC was merged with and into the Company, with the Company as the surviving entity, in accordance with the procedure for such merger in the LLC’s limited liability company agreement and Maryland law. In connection with such merger, each outstanding limited liability company interest of the LLC was converted into a share of common stock of the Company.
On July 30, 2010, the Company changed its name from “GSC Investment Corp.” to “Saratoga Investment Corp.” in connection with the consummation of a recapitalization transaction.
The Company is externally managed and advised by the investment adviser, Saratoga Investment Advisors, LLC (the “Manager” or “Saratoga Investment Advisors”), pursuant to aan investment advisory and management agreement (the “Management Agreement”). Prior to July 30, 2010, the Company was managed and advised by GSCP (NJ), L.P.
The Company has established wholly-ownedwholly owned subsidiaries, SIA Avionte,SIA-AAP, Inc., SIA Easy Ice, LLC, SIA GH,SIA-ARC, Inc., SIA MAC,SIA-Avionte, Inc., SIA Mercury,SIA-AX, Inc., SIA TT,SIA-G4, Inc., SIA-GH, Inc., SIA-MAC, Inc., SIA-MDP, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT, Inc., SIA-Vector, Inc. and SIA Vector,SIA-VR, Inc., which are structured as Delaware entities orthat are treated as corporations for U.S. federal income tax blockers,purposes and are intended to holdfacilitate its compliance with the requirements to be treated as a RIC under the Code by holding equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass through entities). Tax blockersThese entities are consolidated for accounting purposes, but are not consolidated for U.S. federal income tax purposes and may incur U.S. federal income tax expenseexpenses as a result of their ownership of portfolio companies. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies.
On March 28, 2012, our wholly-owned subsidiary,
Our wholly owned subsidiaries, Saratoga Investment Corp. SBIC LP (“SBIC LP”), Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC LP and SBIC II LP, the “SBIC Subsidiaries”), received a Small Business Investment Company (“SBIC”) licenseSBIC licenses from the Small Business Administration (“SBA”).
On April 2, 2015, the SBA issued a “green light” letter inviting the Company to continue the application process to obtain aon March 28, 2012, August 14, 2019, and September 29, 2022, respectively. SBIC LP’s license to form and operate its second SBIC subsidiary. On September 27, 2016, the SBA informed us that as part of their continued review of our application for a second license, and in order to ensure that they were reviewing the most current information available, we would need to update all previously submitted materials and invited us to reapply. As a result of this request, with which we are in the process of complying, the existing “green light” letter that the SBA issued to us has expired. If approved in the future, a second SBIC license would provide us an incremental source of long-term capital by permitting us to issueprovided up to $150.0 million in additional long-term capital in the form of additional SBA-guaranteedSBA debentures, while SBIC II LP’s and SBIC III LP’s SBIC licenses each provide up to $175.0 million. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million with at least $175.0 million in additioncombined regulatory capital. With all debentures repaid to the $150.0 million already approvedSBA, SBIC LP’s license was surrendered on January 3, 2024, providing the Company access to all undistributed capital of SBIC LP.
The Company has formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC (“SIF II”), a Delaware limited liability company, for the purpose of entering into the senior secured revolving credit facility with Encina Lender Finance, LLC (the “Lender”), supported by loans held by SIF II and pledged to the Lender under the credit facility (the “Encina Credit Facility”).
On October 26, 2021, the Company and TJHA JV I LLC (“TJHA”) entered into a Limited Liability Company Agreement to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is under joint control and is not consolidated. SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2022-1 Ltd. (“SLF 2022”), which is a wholly owned subsidiary of SLF JV. SLF 2022 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first license.lien and second lien term loans or bonds in the primary and secondary markets. On October 28, 2022, SLF 2022 issued $402.1 million of debt (the “2022 JV CLO Notes”) through a collateralized loan obligation trust (the “JV CLO trust”). The 2022 JV CLO Notes were issued pursuant to an indenture, dated October 28, 2022 (the “JV Indenture”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”) servicing as the trustee.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), are stated in U.S. Dollars and include the accounts of the Company and its wholly owned special purpose financing subsidiary,subsidiaries, Saratoga Investment Funding, LLC (previously known as GSC Investment Funding LLC), SIF II, SBIC LP, SIA Avionte,SBIC II LP, SBIC III LP, SIA-AAP, Inc., SIA Easy Ice, LLC, SIA GH,SIA-ARC, Inc., SIA MAC,SIA-Avionte, Inc., SIA Mercury,SIA-AX, Inc., SIA TT,SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-MAC, Inc., SIA-PP, Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc. and SIA Vector,SIA-VR, Inc. All intercompany accounts and transactions have been eliminated in consolidation. All references made to the “Company,” “we,” and “us” herein include Saratoga Investment Corp. and its consolidated subsidiaries, except as stated otherwise.
The Company, SBIC LP, SBIC II LP, and SBIC III LP are bothall considered to be investment companies for financial reporting purposes and have applied the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946,Financial Services — Investment Companies (“ASC 946”). There have been no changes to the Company, SBIC LP, SBIC II LP, or SBIC III LP’s status as investment companies during the nine months ended November 30, 2017.2023.
Principles of Consolidation
Under the investment company rules and regulations pursuant to ASC 946, the Company is precluded from consolidating any entity other than another investment company or controlled operating company whose business consists of providing services to the Company. As a result, the consolidated financial statements of the Company include only the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as the Company and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, ASC 810 concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate its investment in SLF JV.
Use of Estimates in the Preparation of Financial Statements
The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include short-term, liquid investments in a money market fund. The Company places its cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits. Cash and cash equivalents are carried at cost which approximates fair value. Per sectionPursuant to Section 12(d)(1)(A) of the 1940 Act, the Company may not invest in another registered investment company, such as a money market fund, if such investment would cause the Company to exceed any of the following limitations:to:
| ● | own more than 3.0% of the investment company’s total outstanding voting stock; |
| ● | hold securities in the investment company having an aggregate value in excess of 5.0% of the value of the Company’s total assets; or |
| ● | hold securities in investment companies having an aggregate value in excess of 10.0% of the value of the Company’s total assets. |
As of November 30, 2017,2023, the Company did not exceed any of these limitations.
Cash and Cash Equivalents, Reserve Accounts
Cash and cash equivalents, reserve accounts include amounts held in designated bank accounts in the form of cash and short-term liquid investments in money market funds, and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits, representing payments received on secured investments or other reserved amounts associated with the Encina Credit Facility held by the Company’s $45.0 million senior secured revolving credit facility with Madison Capital Funding LLC.wholly owned subsidiary, SIF II. The Company is required to use these amounts to pay interest expense, reduce borrowings, or pay other amounts in accordance with the terms of the senior secured revolving credit facility.Encina Credit Facility.
In addition, cash and cash equivalents, reserve accounts also include amounts held in designated bank accounts, in the form of cash and short-term liquid investments in money market funds, within our wholly-owned subsidiary,the Company’s wholly owned subsidiaries, SBIC LP, SBIC II LP and SBIC III LP.
In November 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230):Restricted Cash(“ASU 2016-18”). ASU 2016-18 requires that the
The statements of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted and is to be applied on a retrospective basis. The Company has adopted the provisions of ASU 2016-18 as of November 30, 2016. The adoption of the provisions of ASU 2016-18 did not materially impact the Company’s consolidated financial position or results of operations. Prior period amounts were reclassified to conform to the current period presentation.amounts.
The following table provides a reconciliation of cash and cash equivalents and cash and cash equivalents, reserve accounts reported within the consolidated statements of assets and liabilities that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
| November 30, 2017 | November 30, 2016 | November 30, 2023 | February 28, 2023 | |||||||||||||
Cash and cash equivalents | $ | 680,065 | $ | 5,770,230 | $ | 21,386,880 | $ | 65,746,494 | ||||||||
Cash and cash equivalents, reserve accounts | 8,037,715 | 17,521,282 | 25,639,619 | 30,329,779 | ||||||||||||
|
| |||||||||||||||
Total cash and cash equivalents, and cash and cash equivalents, reserve accounts | $ | 8,717,780 | $ | 23,291,512 | ||||||||||||
|
| |||||||||||||||
| Total cash and cash equivalents and cash and cash equivalents, reserve accounts | $ | 47,026,499 | $ | 96,076,273 | ||||||||||||
Investment Classification
The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments”“control investments” are defined as investments in companies in which we ownthe Company owns more than 25.0% of the voting securities or maintainmaintains greater than 50.0% of the board representation. Under the 1940 Act, “Affiliated Investments”“affiliated investments” are defined as those non-control investments in companies in which we ownthe Company owns between 5.0% and 25.0% of the voting securities. Under the 1940 Act, “Non-affiliated Investments”“non-affiliated investments” are defined as investments that are neither Control Investmentscontrol investments nor Affiliated Investments.affiliated investments.
Investment Valuation
The Company accounts for its investments at fair value in accordance with the FASB ASC Topic 820,Fair Value Measurements and DisclosuresMeasurement (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that its investments are to be sold or its liabilities are to be transferred at the balance sheetmeasurement date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third partythird-party pricing services and market makers subject to any decision by ourthe Company’s board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We valueThe Company values investments for which market quotations are not readily available at fair value as approved, in good faith, by ourthe Company’s board of directors based on input from ourthe Manager, the audit committee of ourthe board of directors and a third partythird-party independent valuation firm. Determinations of fair value may involve subjective judgments and estimates. The types of factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow and other relevant factors.
The Company undertakes a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:
| ● | Each investment is initially valued by the responsible investment professionals of the Manager and preliminary valuation conclusions are documented, reviewed and discussed with our senior management; and |
| ● | An independent valuation firm engaged by the Company’s board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year. The Company uses a third-party independent valuation firm to value its investment in the subordinated notes of Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”), the Class F-2-R-3 Notes of the Saratoga CLO, and the Class E Notes of the SLF 2022 every quarter. |
In addition, all our investments are subject to the following valuation process:
| ● | The audit committee of the Company’s board of directors reviews and approves each preliminary valuation and the Manager and independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and |
| ● | The Company’s board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of the Manager, independent valuation firm (to the extent applicable) and the audit committee of the board of directors. |
The Company uses multiple techniques for determining fair value based on the inputnature of our Manager, independentthe investment and experience with those types of investments and specific portfolio companies. The selections of the valuation firm (to the extent applicable)techniques and the audit committeeinputs and assumptions used within those techniques often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of our boardvalues from which the Company determines a single best estimate. The types of directors.inputs and assumptions that may be considered in determining the range of values of the Company’s investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and other relevant factors.
The Company’s investmentinvestments in the subordinated notes of Saratoga Investment Corp. CLO, 2013-1, Ltd. (“Class F-2-R-3 Notes of the Saratoga CLO”) isCLO and the Class E Notes of SLF 2022 are carried at fair value, which is based on a discounted cash flow modelvaluation technique that utilizes prepayment, re-investment and loss assumptionsinputs based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds, similar to Saratoga CLO, when available, as determined by ourthe Manager and recommended to ourthe Company’s board of directors. Specifically, we usethe Company uses Intex cash flow models,flows, or an appropriate substitute, to form the basis for the valuation of ourits investment in the subordinated notes of Saratoga CLO.CLO, Class F-2-R-3 Notes of the Saratoga CLO and the Class E Notes of SLF 2022. The models use a set of assumptions including projected default rates, recovery rates, reinvestment rates and prepayment rates in order to arrive at estimated valuations. The assumptionsinputs are based on available market data and projections provided by third parties as well as management estimates. The Company uses the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine athe valuation for our investment in Saratoga CLO.
The Company’s equity investment in SLF JV is measured using the proportionate share of the net asset value (“NAV”), or equivalent, of SLF JV as a practical expedient for fair value, provided by ASC 820.
Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The Company’s net asset valueNAV could be materially affected if the determinations regarding the fair value of ourits investments were materially higher or lower than the values that wethe Company ultimately realizerealizes upon the disposal of such investments.
Rule 2a-5 under the 1940 Act (“Rule 2a-5”) establishes a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards of directors, subject to board oversight and certain other conditions, to designate the investment adviser to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides for certain recordkeeping requirements associated with fair value determinations. Finally, the Securities and Exchange Commission (the “SEC”) rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. While the Company’s board of directors has not elected to designate Saratoga Investment Advisors as the valuation designee, the Company has established policies and procedures in compliance with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Derivative Financial Instruments
The Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815,Derivatives and Hedging(“ (“ASC 815”). ASC 815 requires recognizing all derivative instruments as either assets or liabilities on the consolidated statements of assets and liabilities at fair value. The Company values derivative contracts at the closing fair value provided by the counterparty. Changes in the values of derivative contracts are included in the consolidated statements of operations.
Investment Transactions and Income Recognition
Purchases and sales of investments and the related realized gains or losses are recorded on a trade-date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments purchased are accreted/amortized over the life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts over the life of the investment and amortization of premiums on investments.investments up to the earliest call date.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as a reduction in principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection. At November 30, 2023, our investment in three portfolio companies were on non-accrual status with a fair value of approximately $29.2 million, or 2.6% of the fair value of our portfolio. At February 28, 2023, our investment in one portfolio company was on non-accrual status with a fair value of approximately $9.8 million, or 1.0% of the fair value of our portfolio.
Interest income on our investment in Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic 325-40,Investments-Other, Beneficial Interests in Securitized Financial Assets, (“ASC 325-40”), based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed.
Other Income
Other income includes dividends received, origination fees, structuring fees and advisory fees, and is recorded in the consolidated statements of operations when earned.
Payment-in-Kind Interest
The Company holds debt and preferred equity investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on thean accrual basis to the extent such amounts are expected to be collected. We stopThe Company stops accruing PIK interest if we do not expectit is expected that the issuer towill not be able to pay all principal and interest when due. At November 30, 2017,The Company restores to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection.
Dividend Income
Dividend income is recorded in the consolidated statements of operations when earned.
Structuring and Advisory Fee Income
Structuring and advisory fee income represents various fee income earned and received for performing certain investmentsinvestment structuring and advisory activities during the closing of new investments.
Other Income
Other income includes prepayment income fees, and monitoring, administration, redemption and amendment fees and is recorded in two portfolio companies were on non-accrual status with a combined fair valuethe consolidated statements of approximately $8.3 million, or 2.4% of the total fair value of our portfolio.operations when earned.
Deferred Debt Financing Costs
Financing costs incurred in connection with our credit facility and notes are deferred and amortized using the straight linestraight-line method over the life of the respective facility and debt securities. Financing costs incurred in connection with ourthe SBA debentures of SBIC LP, SBIC II LP, and SBIC III LP are deferred and amortized using the effective yieldstraight-line method over the life of the debentures. Any discount or premium on the issuance of any debt is accreted and amortized using the effective interest method over the life of the respective debt security.
ASU 2015-03,Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs(“ASU 2015-03”) requires that
The Company presents deferred debt issuancefinancing costs related to a recognized debt liability be presented inon the balance sheet as a contra-liability, which is a direct deduction
from the carrying amount of that debt liability, consistent with debt discounts. The Company has adopted
Realized Loss on Extinguishment of Debt
Upon the provisionsrepayment of ASU 2015-03 as of February 28, 2015, by reclassifying deferred debt financingobligations that are deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized debt issuance costs from within total assets to within total liabilitiesis recognized as a contra-liability. Prior period amounts were reclassified to conform toloss (i.e., the current period presentation.unamortized debt issuance costs are recognized as a loss upon extinguishment of the underlying debt obligation).
Contingencies
In the ordinary course of business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feelsreasonably believes that the likelihood of such an event is remote. Therefore, the Company has not accrued any liabilities in connection with such indemnifications.
In the ordinary course of business, the Company may directly or indirectly be a defendant or plaintiff in legal actions with respect to bankruptcy, insolvency or other types of proceedings. Such lawsuits may involve claims that could adversely affect the value of certain financial instruments owned by the Company.
Income Taxes
The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code and, among other things, intends to make the requisite distributions to its stockholders which will relieveCode. By meeting these requirements, the Company fromwill not be subject to U.S. federal income taxes.tax on ordinary income or capital gains timely distributed to stockholders. Therefore, no provision has been recorded for federal income taxes.taxes, except as related to the Taxable Blockers (as defined below) and long-term capital gains, when applicable.
In order to qualify as a RIC, among other requirements, the Company generally is required to timely distribute to its stockholders at least 90.0%90% of its investment“investment company taxable income,income”, as defined by the Code, for each fiscal tax year. The Company will be subject to U.S. federal income tax at corporate rates on its investment company taxable income and net capital gains that it does not timely distribute to shareholders. The Company will be subject to a nondeductible U.S. federal excise tax of 4.0%4% on undistributed income if it does not distribute at least 98.0%(1) 98% of its net ordinary income in any calendar year, and(2) 98.2% of its capital gain net income for each one-year period ending on October 31.31and (3) any net ordinary income and capital gain net income that it recognized for preceding years, but were not distributed during such year, and on which the Company paid no U.S federal income tax.
Depending on the level of investment company taxable income earned in a tax year and the amount of net capital gains recognized in such tax year, the Company may choose to carry forward investment company taxable income and net capital gains in excess of current year dividend distributions into the next tax year and pay aU.S. federal income tax, and possibly the 4.0% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual investment company taxable income will be in excess of estimated current year dividend distributions for U.S. federal excise tax purposes, the Company accrues the U.S. federal excise tax, if any, on estimated excess taxable income as taxable income is earned.
In accordance with certain applicable U.S. Treasury regulations and private letter rulingspublished guidance issued by the Internal Revenue Service (“IRS”), a publicly offered RIC may treat a distribution of its own stock as fulfillingcounting toward its RIC distribution requirements if each stockholder may elect to receive his, her, or herits entire distribution in either cash or stock of the RIC subject to a limitation onRIC. This published guidance indicates that the rule will apply where the aggregate amount of cash to be distributed to all stockholders which limitation must beis not at least 20.0% of the aggregate declared distribution. IfUnder the published guidance, if too many stockholders elect to receive cash, each stockholderthe cash available for distribution must be allocated among the stockholders electing to receive cash will receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20.0% of his or her entire distribution in cash. If these and certain other requirements are met, for U.SU.S. federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock.
The Company may utilize wholly owned holding companies taxed under Subchapter C of the Code or tax blockers, when making equity investments in portfolio companies taxed as pass-through entities to meet its source-of-income requirements as a RIC (“Taxable Blockers”). Taxable Blockers are consolidated in the Company’s U.S. GAAP financial statements and may result in current and deferred federal and state income tax expense with respect to income derived from those investments. Such income, net of applicable income taxes, is not included in the Company’s tax-basis net investment income until distributed by the Taxable Blocker, which may result in timing and character differences between the Company’s U.S. GAAP and tax-basis net investment income and realized gains and losses. Income tax expense or benefit from Taxable Blockers related to net investment income are included in total operating expenses, while any expense or benefit related to federal or state income tax originated for capital gains and losses are included together with the applicable net realized or unrealized gain or loss line item. Deferred tax assets of the Taxable Blockers are reduced by a valuation allowance when, in the opinion of management, it is more-likely than-not that some portion or all of the deferred tax assets will not be realized.
FASB ASC Topic 740,Income Taxes, (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations. During the fiscal year ended February 28, 2017,2023, the Company did not incur any interest or penalties. Although we file federal and state tax returns, our major tax jurisdiction is federal. The 2014, 20152020, 2021, 2022 and 20162023 federal tax years for the Company remain subject to examination by the IRS. As ofAt November 30, 20172023, and February 28, 2017,2023, there were no uncertain tax positions. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months.
Dividends
Dividends to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the board of directors. Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain suchsome or all of our net capital gains for reinvestment.
We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividend distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash dividend, then our stockholders who have not “opted out” of the DRIP by the dividend record date will have their cash dividends
automatically reinvested into additional shares of our common stock, rather than receiving the cash dividends. We have the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator.
Capital Gains Incentive Fee
The Company records an expense accrual on the consolidated statements of operations relating to the capital gains incentive fee payable to the Manager, as recorded on the consolidated statements of assets and liabilities by the Company to its investment adviser when the net realized and unrealized gain on its investments exceed all net realized and unrealized capital losses on its investments, given the fact thatas a capital gains incentive fee would be owed to the investment adviserManager if the Company were to liquidate its investment portfolio at such time.
The actual incentive fee payable to the Company’s investment adviserManager related to capital gains will be determined and payable in arrears at the end of each fiscal year and will include only reflect those realized capital gains net of realized and unrealized losses for the period.
New
Recent Accounting Pronouncements
In March 2017,June 2022, the FASB issued ASU 2017-08,2022-03, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable DebtFair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) (“ASU 2017-08”2022-03”), which amendsclarifies that a contractual sale restriction prohibiting the amortization period for certain purchased callable debt securities held atsale of an equity security is a premium, shortening such period tocharacteristic of the earliest call date.reporting entity holding the equity security and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, ASU 2017-08 does not require any accounting change for debt securities held at2022-03 prohibits an entity from recognizing a discount; the discount continues to be amortized to maturity.contractual sale restriction as a separate unit of account. ASU 2017-08 is2022-03 amendments are effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. Management2023, with early adoption permitted. The Company is currently evaluating the impact these changes will haveof the adoption of ASU 2022-03 on the Company’sits consolidated financial statements and disclosures..
In August 2016,March 2020, the FASB issued ASU 2016-15,2020-04, StatementReference Rate Reform (Topic 848): Facilitation of Cash Flows (Topic 230), Classificationthe Effects of Certain Cash ReceiptsReference Rate Reform on Financial Reporting (“ASU 2020-04”) to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 established Topic 848 to provide relief during the temporary transition period and Cash Payments(“ASU 2016-15”), which is intended to reduceincludes a sunset provision based on expectations of when the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted. Management is currently evaluating the impact ASU 2016-15 will have on the Company’s consolidated financial statements and disclosures.
In February 2016, the FASB issued ASU 2016-02,Amendments to the Leases(“ASU Topic 842”London Interbank Offered Rate (“LIBOR”), which will require for all operating leases the recognition of a right-of-use asset and a lease liability, in the statement of financial position. The lease cost will be allocated over the lease term on a straight-line basis. This guidance is effective for annual and interim periods beginning after December 15, 2018. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.
In January 2016, the FASB issued ASU 2016-01,Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities(“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted for public business entities. Management is currently evaluating the impact would cease being published. With the adoption of this standard has onASU 2020-04, there was no significant impact to the Company’s consolidated financial statements and disclosures.position.
In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In May 2016, ASU 2016-12 amended ASU 2014-09 and deferred the effective period for annual periods beginning after December 15, 2017. Management has concluded that the majority of its revenues associated with financial instruments are scoped out of ASC 606. Management is evaluating the impact of the standard on certain other income earned by the Company.
Risk Management
In the ordinary course of its business, the Company manages a variety of risks, including market risk and credit risk. Market risk is the risk of potential adverse changes to the value of investments because of changes in market conditions such as interest rate movements and volatility in investment prices.
Credit risk is the risk of default or non-performance by portfolio companies, equivalent to the investment’s carrying amount.
The Company is also exposed to credit risk related to maintaining all of its cash and cash equivalents, including those in reserve accounts, at a major financial institution and credit risk related to any of its derivative counterparties.
The Company has investments in lower rated and comparable quality unrated high yield bonds and bank loans. Investments in high yield investments are accompanied by a greater degree of credit risk. The risk of loss due to default by the issuer is significantly greater for holders of high yield securities, because such investments are generally unsecured and are often subordinated to other creditors of the issuer.
Note 3. Investments
As noted above, the Company values all investments in accordance with ASC 820. ASC 820 requires enhanced disclosures about assets and liabilities that are measured and reported at fair value. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants at the measurement date.
ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:
| ● | Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. |
| ● | Level 2— Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument, or inputs that are derived principally from, or corroborated by, observable market information. Investments that are generally included in this category include illiquid debt securities and less liquid, privately held or restricted equity securities, for which some level of recent trading activity has been observed. |
| ● | Level 3—Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be based on the Company’s own assumptions about how market participants would price the asset or liability or may use Level 2 inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. Even if observable market data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.) are available, such investments are grouped as Level 3 if any significant data point that is not also market observable (private company earnings, cash flows, etc.) is used in the valuation technique. We use multiple techniques for determining fair value based on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgements and estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which the Company determines a single best estimate. The types of inputs and assumptions that may be considered in determining the range of values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flows and other relevant factors. |
In addition to using the above inputs in investment valuations, the Company continues to employ the valuation policy approved by the board of directors that is consistent with ASC 820 and the 1940 Act (see Note 2). Consistent with our valuation policy, we evaluatethe Company evaluates the source of inputs, including any markets in which ourits investments are trading, in determining fair value.
The following table presents fair value measurements of investments, by major class, as of November 30, 20172023 (dollars in thousands), according to the fair value hierarchy:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Syndicated loans | $ | — | $ | — | $ | 9,001 | $ | 9,001 | ||||||||
First lien term loans | — | — | 185,661 | 185,661 | ||||||||||||
Second lien term loans | — | — | 99,427 | 99,427 | ||||||||||||
Structured finance securities | — | — | 16,313 | 16,313 | ||||||||||||
Equity interests | — | — | 28,436 | 28,436 | ||||||||||||
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Total | $ | — | $ | — | $ | 338,838 | $ | 338,838 | ||||||||
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| Fair Value Measurements | Valued Using Net Asset | |||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Value* | Total | ||||||||||||||||
| First lien term loans | $ | - | $ | - | $ | 959,892 | $ | - | $ | 959,892 | ||||||||||
| Second lien term loans | - | - | 14,873 | - | 14,873 | |||||||||||||||
| Unsecured term loans | - | - | 17,619 | - | 17,619 | |||||||||||||||
| Structured finance securities | - | - | 29,387 | - | 29,387 | |||||||||||||||
| Equity interests | - | - | 84,476 | 7,792 | 92,268 | |||||||||||||||
| Total | $ | - | $ | - | $ | 1,106,247 | $ | 7,792 | $ | 1,114,039 | ||||||||||
| * | The Company's equity investment in SLF JV is measured using the proportionate share of the NAV, or equivalent, as a practical expedient and thus has not been classified in the fair value hierarchy. |
The following table presents fair value measurements of investments, by major class, as of February 28, 20172023 (dollars in thousands), according to the fair value hierarchy:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Syndicated loans | $ | — | $ | — | $ | 9,823 | $ | 9,823 | ||||||||
First lien term loans | — | — | 159,097 | 159,097 | ||||||||||||
Second lien term loans | — | — | 87,750 | 87,750 | ||||||||||||
Structured finance securities | — | — | 15,450 | 15,450 | ||||||||||||
Equity interests | — | — | 20,541 | 20,541 | ||||||||||||
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Total | $ | — | $ | — | $ | 292,661 | $ | 292,661 | ||||||||
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The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended November 30, 2017 (dollars in thousands):
| Fair Value Measurements | Valued Using Net Asset | |||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Value* | Total | ||||||||||||||||
| First lien term loans | $ | - | $ | - | $ | 798,534 | $ | - | $ | 798,534 | ||||||||||
| Second lien term loans | - | - | 14,936 | - | 14,936 | |||||||||||||||
| Unsecured term loans | - | - | 20,661 | - | 20,661 | |||||||||||||||
| Structured finance securities | - | - | 41,362 | - | 41,362 | |||||||||||||||
| Equity interests | - | - | 83,990 | 13,107 | 97,097 | |||||||||||||||
| Total | $ | - | $ | - | $ | 959,483 | $ | 13,107 | $ | 972,590 | ||||||||||
| Syndicated loans | First lien term loans | Second lien term loans | Structured finance securities | Equity interests | Total | |||||||||||||||||||
Balance as of February 28, 2017 | $ | 9,823 | $ | 159,097 | $ | 87,750 | $ | 15,450 | $ | 20,541 | $ | 292,661 | ||||||||||||
Net change in unrealized appreciation (depreciation) on investments | (9 | ) | 315 | 2,250 | 1,991 | 3,847 | 8,394 | |||||||||||||||||
Purchases and other adjustments to cost | 14 | 81,918 | 4,143 | — | 2,921 | 88,996 | ||||||||||||||||||
Sales and repayments | (773 | ) | (13,228 | ) | (27,023 | ) | (1,128 | ) | (3,403 | ) | (45,555 | ) | ||||||||||||
Net realized gain (loss) from investments | (54 | ) | 13 | (7,530 | ) | — | 1,913 | (5,658 | ) | |||||||||||||||
Restructures in | — | — | 39,837 | — | 2,617 | 42,454 | ||||||||||||||||||
Restructures out | — | (42,454 | ) | — | — | — | (42,454 | ) | ||||||||||||||||
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Balance as of November 30, 2017 | $ | 9,001 | $ | 185,661 | $ | 99,427 | $ | 16,313 | $ | 28,436 | $ | 338,838 | ||||||||||||
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Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period: | $ | (9 | ) | $ | 452 | $ | 81 | $ | 1,991 | $ | 4,500 | $ | 7,015 | |||||||||||
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| * | The Company’s equity investment in SLF JV is measured using the proportionate share of the NAV, or equivalent, as a practical expedient and thus has not been classified in the fair value hierarchy. |
Purchases and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK.
Sales and repayments represent net proceeds received from investments sold, and principal paydowns received, during the period.
Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended November 30, 20162023 (dollars in thousands):
| Syndicated loans | First lien term loans | Second lien term loans | Structured finance securities | Equity interests | Total | |||||||||||||||||||
Balance as of February 29, 2016 | $ | 11,868 | $ | 144,643 | $ | 88,178 | $ | 12,828 | $ | 26,479 | $ | 283,996 | ||||||||||||
Net change in unrealized appreciation (depreciation) on investments | 2,221 | (174 | ) | 290 | 20 | (13,085 | ) | (10,728 | ) | |||||||||||||||
Purchases and other adjustments to cost | 56 | 69,671 | 10,996 | 4,500 | 1,470 | 86,693 | ||||||||||||||||||
Sales and redemptions | (4,571 | ) | (54,033 | ) | (19,500 | ) | (2,082 | ) | (14,505 | ) | (94,691 | ) | ||||||||||||
Net realized gain from investments | 53 | 353 | 231 | — | 11,663 | 12,300 | ||||||||||||||||||
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Balance as of November 30, 2016 | $ | 9,627 | $ | 160,460 | $ | 80,195 | $ | 15,266 | $ | 12,022 | $ | 277,570 | ||||||||||||
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Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period: | $ | 1,075 | $ | 204 | $ | (500 | ) | $ | 20 | $ | (1,981 | ) | $ | (1,182 | ) | |||||||||
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| First lien term loans | Second lien term loans | Unsecured term loans | Structured finance securities | Equity interests | Total | |||||||||||||||||||
| Balance as of February 28, 2023 | $ | 798,534 | $ | 14,936 | $ | 20,661 | $ | 41,362 | $ | 83,990 | $ | 959,483 | ||||||||||||
| Payment-in-kind and other adjustments to cost | 1,147 | 624 | - | (5,531 | ) | (293 | ) | (4,053 | ) | |||||||||||||||
| Net accretion of discount on investments | 1,637 | 4 | - | - | - | 1,641 | ||||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | (20,102 | ) | (691 | ) | 341 | (6,444 | ) | (7,715 | ) | (34,611 | ) | |||||||||||||
| Purchases | 194,541 | - | - | - | 8,343 | 202,884 | ||||||||||||||||||
| Sales and repayments | (15,865 | ) | - | (3,383 | ) | - | - | (19,248 | ) | |||||||||||||||
| Net realized gain (loss) from investments | - | - | - | - | 151 | 151 | ||||||||||||||||||
| Balance as of November 30, 2023 | $ | 959,892 | $ | 14,873 | $ | 17,619 | $ | 29,387 | $ | 84,476 | $ | 1,106,247 | ||||||||||||
| Net change in unrealized appreciation (depreciation) for the period relating to those Level 3 assets that were still held by the Company at the end of the period | $ | (20,033 | ) | $ | (691 | ) | $ | (5 | ) | $ | (6,444 | ) | $ | (7,792 | ) | $ | (34,965 | ) | ||||||
Purchases, PIK and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK.
Sales and repayments represent net proceeds received from investments sold and principal paydowns received during the period.
Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2 or 3 during the nine months ended November 30, 2023.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the nine months ended November 30, 2022 (dollars in thousands):
| First lien term loans | Second lien term loans | Unsecured term loans | Structured finance securities | Equity interests | Total | |||||||||||||||||||
| Balance as of February 28, 2022 | $ | 631,572 | $ | 44,386 | $ | 15,931 | $ | 38,030 | $ | 75,632 | $ | 805,551 | ||||||||||||
| Payment-in-kind and other adjustments to cost | 244 | 90 | - | (2,159 | ) | 451 | (1,374 | ) | ||||||||||||||||
| Net accretion of discount on investments | 1,262 | (17 | ) | - | - | - | 1,245 | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | (12,049 | ) | (663 | ) | 10 | (8,219 | ) | 2,467 | (18,454 | ) | ||||||||||||||
| Purchases | 309,022 | 4,950 | 4,494 | 11,393 | 10,606 | 340,465 | ||||||||||||||||||
| Sales and repayments | (125,972 | ) | (24,966 | ) | - | (145 | ) | (11,009 | ) | (162,092 | ) | |||||||||||||
| Net realized gain (loss) from investments | 163 | - | - | - | 7,203 | 7,366 | ||||||||||||||||||
| Balance as of November 30, 2022 | $ | 804,242 | $ | 23,780 | $ | 20,435 | $ | 38,900 | $ | 85,350 | $ | 972,707 | ||||||||||||
| Net change in unrealized appreciation (depreciation) for the year relating to those Level 3 assets that were still held by the Company at the end of the period | $ | (12,318 | ) | $ | (705 | ) | $ | 10 | $ | (8,219 | ) | $ | 15,042 | $ | (6,190 | ) | ||||||||
Transfers and restructurings, if any, are recognized at the beginning of the period in which they occur. There were no transfers or restructurings in or out of Levels 1, 2 or 3 during the nine months ended November 30, 2022.
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of November 30, 20172023 were as follows (dollars in thousands):
| Fair Value | Valuation Technique | Unobservable Input | Range | |||||||
Syndicated loans | $ | 9,001 | Market Comparables | Third-Party Bid (%) | 94.0% - 100.6% | |||||
First lien term loans | 185,661 | Market Comparables | Market Yield (%) | 5.9% - 13.4% | ||||||
| EBITDA Multiples (x) | 3.0x - 5.5x | |||||||||
| Third-Party Bid (%) | 100.1% - 100.3% | |||||||||
Second lien term loans | 99,427 | Market Comparables | Market Yield (%) | 9.2% - 15.5% | ||||||
| Third-Party Bid (%) | 97.9% - 99.9% | |||||||||
| EBITDA Multiples (x) | 5.0x | |||||||||
Structured finance securities | 16,313 | Discounted Cash Flow | Discount Rate (%) | 8.5% - 14.0% | ||||||
Equity interests | 28,436 | Market Comparables | EBITDA Multiples (x) | 3.7x - 14.0x | ||||||
| Fair Value | Valuation Technique | Unobservable Input | Range | Weighted Average* | ||||||||||
| First lien term loans | $ | 959,892 | Market Comparables | Market Yield (%) | 11.1% - 23.1% | 13.2 | % | |||||||
| Revenue Multiples (x) | 0.3x - 5.2x | 3.8 | x | |||||||||||
| EBITDA Multiples (x) | 5.0x – 15.0x | 13.7 | x | |||||||||||
| Second lien term loans | 14,873 | Market Comparables | Market Yield (%) | 18.9% - 71.8% | 53.2 | % | ||||||||
| Revenue Multiples (x) | 14.8x - 14.8x | 14.8 | x | |||||||||||
| Unsecured term loans | 17,619 | Collateral Value Coverage | Net Asset Value | 100.0% | 100.0 | % | ||||||||
| Structured finance securities | 29,387 | Discounted Cash Flow | Discount Rate (%) | 12.0% - 22.0% | 15.8 | % | ||||||||
| Recovery Rate (%) | 35.0% - 70.0% | 70.0 | % | |||||||||||
| Prepayment Rate (%) | 20.0% | 20.0 | % | |||||||||||
| Equity interests | 84,476 | Enterprise Value Waterfall | Revenue Multiples (x) | 1.3x - 10.9x | 6.4 | x | ||||||||
| EBITDA Multiples (x) | 0.3x - 28.6x | 11.7 | x | |||||||||||
| Total | $ | 1,106,247 | ||||||||||||
| * | The weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable input. |
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of February 28, 20172023 were as follows (dollars in thousands):
| Fair Value | Valuation Technique | Unobservable Input | Range | |||||||
Syndicated loans | $ | 9,823 | Market Comparables | Third-Party Bid (%) | 100.5% - 101.1% | |||||
First lien term loans | 159,097 | Market Comparables | Market Yield (%) | 6.3% - 39.0% | ||||||
| EBITDA Multiples (x) | 3.0x - 10.3x | |||||||||
| Third-Party Bid (%) | 100.0% - 100.2% | |||||||||
Second lien term loans | 87,750 | Market Comparables | Market Yield (%) | 10.1% - 26.4% | ||||||
| Third-Party Bid (%) | 97.6% - 99.9% | |||||||||
Structured finance securities | 15,450 | Discounted Cash Flow | Discount Rate (%) | 8.5% - 13.0% | ||||||
Equity interests | 20,541 | Market Comparables | EBITDA Multiples (x) | 3.7x - 12.0x | ||||||
| Fair Value | Valuation Technique | Unobservable Input | Range | Weighted Average* | ||||||||||
| First lien term loans | $ | 798,534 | Market Comparables | Market Yield (%) | 10.5% - 23.1% | 12.8 | % | |||||||
| Revenue Multiples (x) | 4.1x | 4.1 | x | |||||||||||
| EBITDA Multiples (x) | 8.0x | 8.0 | x | |||||||||||
| Second lien term loans | 14,936 | Market Comparables | Market Yield (%) | 15.6% - 61.8% | 45.8 | % | ||||||||
| Unsecured term loans | 20,661 | Market Comparables | Market Yield (%) | 10.0% - 28.8% | 12.6 | % | ||||||||
| Market Comparables | Market Quote (%) | 100.0% | 100.0 | % | ||||||||||
| Collateral Valuae Coverage | Net Asset Value (%) | 100.0% | 100.0 | % | ||||||||||
| Structured finance securities | 41,362 | Discounted Cash Flow | Discount Rate (%) | 12.0% - 22.0% | 17.6 | % | ||||||||
| Recovery Rate (%) | 35.0% - 70.0% | 70.0 | % | |||||||||||
| Prepayment Rate (%) | 20.0% | 20.0 | % | |||||||||||
| Equity interests | 83,990 | Enterprise Value Waterfall | EBITDA Multiples (x) | 5.5x - 28.6x | 11.0 | x | ||||||||
| Revenue Multiples (x) | 1.3x - 11.2x | 6.4 | x | |||||||||||
| Total | $ | 959,483 | ||||||||||||
| * | The weighted average in the table above is calculated based on each investment’s fair value weighting, using the applicable unobservable input. |
For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the EBITDAearnings before interest, tax, depreciation and amortization (“EBITDA”) or revenue valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, and prepayment rate, in isolation, would result in a significantly lower (higher) fair value measurement while a significant increase (decrease) in recovery rate, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a market quote, third party bid or net asset value in deriving a value, a significant increase (decrease) in the market quote, bid or net asset value in isolation, would result in a significantly higher (lower) fair value measurement.
The composition of our investments as of November 30, 2017,2023 at amortized cost and fair value was as follows (dollars in thousands):
| Investments at Amortized Cost | Amortized Cost Percentage of Total Portfolio | Investments at Fair Value | Fair Value Percentage of Total Portfolio | |||||||||||||
Syndicated loans | $ | 8,856 | 2.6 | % | $ | 9,001 | 2.7 | % | ||||||||
First lien term loans | 187,030 | 55.3 | 185,661 | 54.8 | ||||||||||||
Second lien term loans | 99,736 | 29.5 | 99,427 | 29.3 | ||||||||||||
Structured finance securities | 13,692 | 4.0 | 16,313 | 4.8 | ||||||||||||
Equity interests | 28,951 | 8.6 | 28,436 | 8.4 | ||||||||||||
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Total | $ | 338,265 | 100.0 | % | $ | 338,838 | 100.0 | % | ||||||||
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| Investments at Amortized Cost | Amortized Cost Percentage of Total Portfolio | Investments at Fair Value | Fair Value Percentage of Total Portfolio | |||||||||||||
| First lien term loans | $ | 989,922 | 86.3 | % | $ | 959,892 | 86.2 | % | ||||||||
| Second lien term loans | 21,743 | 1.9 | 14,873 | 1.3 | ||||||||||||
| Unsecured term loans | 17,619 | 1.5 | 17,619 | 1.6 | ||||||||||||
| Structured finance securities | 44,180 | 3.8 | 29,387 | 2.6 | ||||||||||||
| Equity interests | 74,400 | 6.5 | 92,268 | 8.3 | ||||||||||||
| Total | $ | 1,147,864 | 100.0 | % | $ | 1,114,039 | 100.0 | % | ||||||||
The composition of our investments as of February 28, 2017,2023 at amortized cost and fair value was as follows (dollars in thousands):
| Investments at Amortized Cost | Amortized Cost Percentage of Total Portfolio | Investments at Fair Value | Fair Value Percentage of Total Portfolio | |||||||||||||
Syndicated loans | $ | 9,669 | 3.2 | % | $ | 9,823 | 3.4 | % | ||||||||
First lien term loans | 160,436 | 53.4 | 159,097 | 54.3 | ||||||||||||
Second lien term loans | 90,655 | 30.2 | 87,750 | 30.0 | ||||||||||||
Structured finance securities | 14,819 | 4.9 | 15,450 | 5.3 | ||||||||||||
Equity interests | 24,903 | 8.3 | 20,541 | 7.0 | ||||||||||||
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Total | $ | 300,482 | 100.0 | % | $ | 292,661 | 100.0 | % | ||||||||
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| Investments at Amortized Cost | Amortized Cost Percentage of Total Portfolio | Investments at Fair Value | Fair Value Percentage of Total Portfolio | |||||||||||||
| First lien term loans | $ | 808,464 | 83.7 | % | $ | 798,534 | 82.1 | % | ||||||||
| Second lien term loans | 21,114 | 2.2 | 14,936 | 1.5 | ||||||||||||
| Unsecured term loans | 21,001 | 2.2 | 20,661 | 2.1 | ||||||||||||
| Structured finance securities | 49,711 | 5.1 | 41,362 | 4.3 | ||||||||||||
| Equity interests | 66,199 | 6.8 | 97,097 | 10.0 | ||||||||||||
| Total | $ | 966,489 | 100.0 | % | $ | 972,590 | 100.0 | % | ||||||||
For loans and debt securities for which market quotations are not readily available, we determinethe Company determines their fair value based on third party indicative broker quotes, where available, or the assumptionsinputs that a hypothetical market participant would use to value the security in a current hypothetical sale using a market yieldcomparables valuation methodology.technique. In applying the market yieldcomparables valuation methodology, we determinetechnique, the Company determines the fair value based on such factors as market participant assumptionsinputs including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. If, in ourthe Company’s judgment, the market yield methodologycomparables technique is not sufficient or appropriate, wethe Company may use additional methodologiestechniques such as an asset liquidation or expected recovery model.
For equity securities of portfolio companies and partnership interests, we determinethe Company determines the fair value based on the market approach with value then attributed to equity or equity like securities using thean enterprise value waterfall valuation methodology.technique. Under the enterprise value waterfall valuation methodology, we determinetechnique, the Company determines the enterprise fair value of the portfolio company and then waterfallwaterfalls the enterprise value over the portfolio company’s securities in order of their preference relative to one another. To estimate the enterprise value of the portfolio company, we weighthe Company weighs some or all of the traditional market valuation methodstechniques and factors based on the individual circumstances of the portfolio company in order to estimate the enterprise value. The methodologiestechniques for performing investments may be based on, among other things: valuations of comparable public companies, recent sales of private and public comparable companies, discounting the forecasted cash flows of the portfolio company, third party valuations of the portfolio company, considering offers from third parties to buy the company, estimating the value to potential strategic buyers and considering the value of recent investments in the equity securities of the portfolio company. For non-performing investments, wethe Company may estimate the liquidation or collateral value of the portfolio company’s assets and liabilities. WeThe Company also taketakes into account historical and anticipated financial results.
Our investment
The Company’s investments in Saratoga CLO isand SLF 2022 are carried at fair value, which is based on a discounted cash flow modelvaluation technique that utilizes prepayment, re-investment and loss assumptionsinputs based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yields for equity interests in collateralized loan obligation funds similar to Saratoga CLO and SLF 2022, when available, as determined by ourthe Manager and recommended to ourthe Company’s board of directors. Specifically, we usethe Company uses Intex cash flow models,flows, or an appropriate substitute, to form the basis for the valuation of ourthe investment in Saratoga CLO.CLO and SLF 2022. The modelscash flows use a set of assumptionsinputs including projected default rates, recovery rates, reinvestment raterates and prepayment rates in order to arrive at estimated valuations. The assumptionsinputs are based on available market data and projections provided by third parties as well as management estimates. In connection with the refinancing of the Saratoga CLO liabilities, weThe Company ran Intex models based on assumptionsinputs about the refinanced Saratoga CLO’s structure and the SLF 2022 structure, including capital structure, cost of liabilities and reinvestment period. We useThe Company uses the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine a valuation for our investmentinvestments in Saratoga CLO and SLF 2022 at November 30, 2017.2023. The significant inputs at November 30, 20172023 for the valuation model include:
| ● | Default rate: 2.0% |
| ● | Recovery rate: 35%-70% |
| ● | Discount rate: 12.0%-22.0% |
| ● | Prepayment rate: 20.0% |
| ● | Reinvestment rate / price: $98.00 for six months; then L+365bps / $99.00 |
The Company’s equity investment in SLF JV is measured using the proportionate share of the NAV of SLF JV, or equivalent, as practical expedient.
Investment Concentration
Set forth is a brief description of each portfolio company in which the fair value of the Company’s investment represents greater than 5% of the Company’s total assets as of November 30, 2023, excluding Saratoga CLO, SLF JV and SLF 2022 (see Note 4 and Note 5 for more information on Saratoga CLO, SLF JV and SLF 2022, respectively).
HemaTerra Holdings Company, LLC
HemaTerra Holding Company, LLC (“HemaTerra”) provides SaaS-based software solutions addressing complex supply chain issues across a variety of medical environments, including blood, plasma, tissue, implants and DNA sample management, to customers in blood centers, hospitals, pharmaceuticals, and law enforcement settings.
Artemis Wax Corp.
Artemis Wax Corporation is a U.S. based retail aggregator of European Wax Center (“EWC”) franchise locations with a concentration in the northeast. Founded in 2004, EWC is the largest U.S. body waxing national chain with more than 800 locations across the country.
Granite Comfort, LP
Granite Comfort, LP is a U.S. based heating, ventilation and air conditioning (“HVAC”) company. The company provides traditional service and replacement of HVAC / plumbing systems, as well as a rental model that is in the early stages of implementation.
Note 4. Investment in Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”)
On January 22, 2008, the Company invested $30.0 million in all of the outstanding subordinated notes of GSC Investment Corp. CLO 2007, Ltd., a collateralized loan obligation fund managed by the Company that invests primarily in senior secured loans. Additionally, the Company entered into a collateral management agreement with GSC Investment Corp.Saratoga CLO, 2007, Ltd. pursuant to which we actthe Company acts as its collateral manager to it.manager. The Saratoga CLO was initially refinanced in October 2013 andwith its reinvestment period ended inextended to October 2016. On November 15, 2016, the Company completed thea second refinancing of the Saratoga CLO.CLO with its reinvestment period extended to October 2018.
On December 14, 2018, the Company completed a third refinancing and upsize of the Saratoga CLO (the “2013-1 Reset CLO Notes”). The third Saratoga CLO refinancing, among other things, extended its reinvestment period to October 2018,January 2021, and extended its legal maturity date to October 2025.January 2030. Following thethis refinancing, the Saratoga CLO portfolio remained at the same size and with a similar capital structure ofincreased its aggregate principal amount from approximately $300.0 million in aggregate principal amountto approximately $500.0 million of predominantly senior secured first lien term loans.
On February 11, 2020, the Company entered into an unsecured loan agreement (“CLO 2013-1 Warehouse 2 Loan”) with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd. (“CLO 2013-1 Warehouse 2”), a wholly owned subsidiary of Saratoga CLO. During the fourth quarter ended February 28, 2021, the CLO 2013-1 Warehouse 2 Ltd. was repaid in full.
On February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, extended its legal maturity to April 2033, and added a non-call period of February 2022. In addition, and as part of the refinancing, the Saratoga CLO was upsized from $500 million in assets to approximately $650 million. As part of this refinancing its liabilities, we alsoand upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $4.5$17.9 million in aggregate principal amount of the Class F notesF-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million of the CLO 2013-1 Warehouse 2 Loan were repaid. The Company also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was repaid in full.
On August 9, 2021, the Company exchanged its existing $17.9 million Class F-R-3 Note for $8.5 million Class F-1-R-3 Notes and $9.4 million Class F-2-R-3 Notes at par, withpar. On August 11, 2021, the Company sold its Class F-1-R-3 Notes to third parties, resulting in a couponrealized loss of LIBOR plus 8.5%.$0.1 million.
The Saratoga CLO remains effectively 100.0% owned and managed by Saratoga Investment Corp. Following the refinancing, theCompany. The Company receives a base management fee of 0.10% per annum and a subordinated management fee of 0.40% per annum of the fee basisoutstanding principal amount at the beginning of the collection period,Saratoga CLO’s assets, paid quarterly to the extent of available proceeds. TheFollowing the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is alsono longer entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0%.
For the three months ended November 30, 20172023 and November 30, 2016, we2022, the Company accrued $0.4 million and $0.4 million in management fee income of $0.8 million and $0.8 million, respectively, and $0.7interest income of $0.0 million and $0.5$0.2 million, in interest income, respectively, from the subordinated notes of Saratoga CLO.
For the nine months ended November 30, 20172023 and November 30, 2016, we2022, the Company accrued $1.1 million and $1.1 million in management fee income of $2.5 million and $2.5 million, respectively, and $1.7interest income of $0.0 million and $1.6$1.2 million, in interest income, respectively, from the subordinated notes of Saratoga CLO. For the three and nine months ended November 30, 2017, we accrued $0.2 million and $0.5 million, respectively, related to the incentive management fee from Saratoga CLO. For the three and nine months ended November 30, 2016, we did not accrue any amounts related to the incentive management fee from Saratoga CLO as the 12.0% hurdle rate had not yet been achieved.
As of November 30, 2017,2023, the Company determined thataggregate principal amounts of the fair value of its investmentCompany’s investments in the subordinated notes and Class F-2-R-3 Notes of the Saratoga CLO was $11.8 million.$111.0 million and $9.4 million, respectively, which had a corresponding fair value of $8.9 million and $9.0 million, respectively. The Company determines the fair value of its investment in the subordinated notes of Saratoga CLO based on the present value of the projected future cash flows of the subordinated notes over the life of Saratoga CLO. As of November 30, 2017,2023, Saratoga CLO had investments with a principal balance of $308.6$643.5 million and a weighted average spread over LIBOR of 4.0%,3.8% and had debt with a principal balance of $282.4$611.0 million with a weighted average spread over LIBOR of 2.4%2.2%. As a result, Saratoga CLO earns a “spread” between the interest income it receives on its investments and the interest expense it pays on its debt and other operating expenses, which is distributed quarterly to the Company as the holder of its subordinated notes. AtAs of November 30, 2017,2023, the present value of the projected future cash flows of the subordinated notes was approximately $12.1$8.9 million, using a 14.0%22.0% discount rate. The Company’s total investment in the subordinate notes of Saratoga Investment Corp. invested $32.8CLO is $57.8 million, into the CLO sincewhich consists of additional investments of $30 million in January 2008, $13.8 million in December 2018 and $14.0 million in February 2021; to date, the Company has since received distributions of $52.2$83.2 million, management fees of $17.6$34.3 million and incentive fees of $0.5$1.2 million.
As of February 28, 2023, the Company determined that the fair value of its investment in the subordinated notes of Saratoga CLO was $21.2 million. As of February 28, 2023, the fair value of its investment in the Class F-R-3 Notes of Saratoga CLO was $8.8 million. As of February 28, 2023, Saratoga CLO had investments with a principal balance of $645.6 million and a weighted average spread over LIBOR of 3.8% and had debt with a principal balance of $611.0 million with a weighted average spread over LIBOR of 2.2%. As of February 28, 2023, the present value of the projected future cash flows of the subordinated notes, was approximately $21.2 million, using a 22.0% discount rate. The Company’s total investment in the subordinate notes of Saratoga CLO is $57.8 million, which consists of additional investments of $30 million in January 2008, $13.8 million in December 2018 and $14.0 million in February 2021. As of February 28, 2023, the Company has received distributions of $77.7 million, management fees of $31.9 million and incentive fees of $1.2 million.
Below is certain financial information from the separate financial statements of Saratoga CLO as of November 30, 20172023 (unaudited) and February 28, 20172023 and for the three and nine months ended November 30, 20172023 (unaudited) and November 30, 20162022 (unaudited).
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Assets and Liabilities
| As of | ||||||||
| November 30, 2017 | February 28, 2017 | |||||||
| (unaudited) | ||||||||
ASSETS | ||||||||
Investments | ||||||||
Fair Value Loans (amortized cost of $306,065,537 and $294,270,284, respectively) | $ | 302,689,881 | $ | 292,437,930 | ||||
Fair Value Other/Structured finance securities (cost of $3,531,218 and $3,531,218, respectively) | 4,316 | 22,718 | ||||||
|
|
|
| |||||
Total investments at fair value (amortized cost of $309,596,755 and $297,801,502 respectively) | 302,694,197 | 292,460,648 | ||||||
Cash and cash equivalents | 4,971,935 | 13,046,555 | ||||||
Receivable from open trades | 5,502,706 | 1,505,000 | ||||||
Interest receivable | 1,372,574 | 1,443,865 | ||||||
Other assets | — | 6,049 | ||||||
|
|
|
| |||||
Total assets | $ | 314,541,412 | $ | 308,462,117 | ||||
|
|
|
| |||||
LIABILITIES | ||||||||
Interest payable | $ | 1,180,464 | $ | 1,031,457 | ||||
Payable from open trades | 15,409,509 | 9,431,552 | ||||||
Accrued base management fee | 34,329 | 34,221 | ||||||
Accrued subordinated management fee | 137,315 | 136,885 | ||||||
Accrued incentive fee | 94,361 | — | ||||||
Class A-1 Notes - SIC CLO 2013-1, Ltd. | 170,000,000 | 170,000,000 | ||||||
Class A-2 Notes - SIC CLO 2013-1, Ltd. | 20,000,000 | 20,000,000 | ||||||
Class B Notes - SIC CLO 2013-1, Ltd. | 44,800,000 | 44,800,000 | ||||||
Class C Notes - SIC CLO 2013-1, Ltd. | 16,000,000 | 16,000,000 | ||||||
Discount on Class C Notes - SIC CLO 2013-1, Ltd. | (70,593 | ) | (77,383 | ) | ||||
Class D Notes - SIC CLO 2013-1, Ltd. | 14,000,000 | 14,000,000 | ||||||
Discount on Class D Notes - SIC CLO 2013-1, Ltd. | (327,726 | ) | (359,249 | ) | ||||
Class E Notes - SIC CLO 2013-1, Ltd. | 13,100,000 | 13,100,000 | ||||||
Class F Notes - SIC CLO 2013-1, Ltd. | 4,500,000 | 4,500,000 | ||||||
Deferred debt financing costs, SIC CLO 2013-1, Ltd. Notes | (1,045,630 | ) | (1,161,590 | ) | ||||
Subordinated Notes | 30,000,000 | 30,000,000 | ||||||
|
|
|
| |||||
Total liabilities | $ | 327,812,029 | $ | 321,435,893 | ||||
|
|
|
| |||||
Commitments and contingencies | ||||||||
NET ASSETS | ||||||||
Ordinary equity, par value $1.00, 250 ordinary shares authorized, 250 and 250 issued and outstanding, respectively | $ | 250 | $ | 250 | ||||
Accumulated loss | (12,974,026 | ) | (21,557,618 | ) | ||||
Net gain (loss) | (296,841 | ) | 8,583,592 | |||||
|
|
|
| |||||
Total net assets | (13,270,617 | ) | (12,973,776 | ) | ||||
|
|
|
| |||||
Total liabilities and net assets | $ | 314,541,412 | $ | 308,462,117 | ||||
|
|
|
| |||||
| November 30, 2023 | February 28, 2023 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Investments at fair value | ||||||||
| Loans at fair value (amortized cost of $631,773,703 and $645,599,001, respectively) | $ | 594,703,611 | $ | 605,954,468 | ||||
| Equities at fair value (amortized cost of $615,405 and $0, respectively) | 743,239 | - | ||||||
| Total investments at fair value (amortized cost of $632,389,108 and $645,599,001, respectively) | 595,446,850 | 605,954,468 | ||||||
| Cash and cash equivalents | 13,681,256 | 23,776,950 | ||||||
| Receivable from open trades | 6,147,032 | 1,827,460 | ||||||
| Interest receivable (net of reserve of $791,292 and $234,690, respectively) | 3,566,370 | 3,026,720 | ||||||
| Due from affiliate (See Note 7) | 15,528 | 119,150 | ||||||
| Prepaid expenses and other assets | 72,050 | 152,760 | ||||||
| Total assets | $ | 618,929,086 | $ | 634,857,508 | ||||
| LIABILITIES | ||||||||
| Interest payable | $ | 5,495,223 | $ | 4,662,695 | ||||
| Payable from open trades | 8,413,799 | 23,184,337 | ||||||
| Accrued base management fee | 72,806 | 72,762 | ||||||
| Accrued subordinated management fee | 291,226 | 291,047 | ||||||
| Accounts payable and accrued expenses | 79,241 | 82,565 | ||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. Notes: | ||||||||
| Class A-1-R-3 Senior Secured Floating Rate Notes | 357,500,000 | 357,500,000 | ||||||
| Class A-2-R-3 Senior Secured Floating Rate Notes | 65,000,000 | 65,000,000 | ||||||
| Class B-FL-R-3 Senior Secured Floating Rate Notes | 60,500,000 | 60,500,000 | ||||||
| Class B-FXD-R-3 Senior Secured Fixed Rate Notes | 11,000,000 | 11,000,000 | ||||||
| Class C-FL-R-3 Deferrable Mezzanine Floating Rate Notes | 26,000,000 | 26,000,000 | ||||||
| Class C-FXD-R-3 Deferrable Mezzanine Fixed Rate Notes | 6,500,000 | 6,500,000 | ||||||
| Class D-R-3 Deferrable Mezzanine Floating Rate Notes | 39,000,000 | 39,000,000 | ||||||
| Discount on Class D-R-3 Notes | (226,101 | ) | (244,234 | ) | ||||
| Class E-R-3 Deferrable Mezzanine Floating Rate Notes | 27,625,000 | 27,625,000 | ||||||
| Discount on Class E-R-3 Notes | (2,348,935 | ) | (2,537,315 | ) | ||||
| Class F-1-R-3 Notes Deferrable Junior Floating Rate Notes | 8,500,000 | 8,500,000 | ||||||
| Class F-2-R-3 Notes Deferrable Junior Floating Rate Notes | 9,375,000 | 9,375,000 | ||||||
| Deferred debt financing costs | (1,754,687 | ) | (1,897,076 | ) | ||||
| Subordinated Notes | 111,000,000 | 111,000,000 | ||||||
| Discount on Subordinated Notes | (37,150,912 | ) | (40,130,353 | ) | ||||
| Total liabilities | 694,871,660 | 705,484,428 | ||||||
| NET ASSETS | ||||||||
| Ordinary equity, par value $1.00, 250 ordinary shares authorized, 250 and 250 common shares issued and outstanding, respectively | 250 | 250 | ||||||
| Total distributable earnings (loss) | (75,942,824 | ) | (70,627,170 | ) | ||||
| Total net deficit | (75,942,574 | ) | (70,626,920 | ) | ||||
| Total liabilities and net assets | $ | 618,929,086 | $ | 634,857,508 | ||||
See accompanying notes to financial statements.
Saratoga Investment Corp. CLO 2013-1, Ltd.
Statements of Operations
(unaudited)
| For the three months ended November 30 | For the nine months ended November 30 | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
INVESTMENT INCOME | ||||||||||||||||
Interest from investments | $ | 4,178,651 | $ | 4,006,052 | $ | 12,307,120 | $ | 11,823,053 | ||||||||
Interest from cash and cash equivalents | 3,113 | 3,095 | 12,539 | 5,804 | ||||||||||||
Other income | 117,791 | 82,239 | 362,961 | 515,376 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total investment income | 4,299,555 | 4,091,386 | 12,682,620 | 12,344,233 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
EXPENSES | ||||||||||||||||
Interest expense | 3,461,049 | 2,457,705 | 10,396,665 | 9,347,508 | ||||||||||||
Professional fees | 78,048 | 39,694 | 131,155 | 79,120 | ||||||||||||
Miscellaneous fee expense | 36,350 | 25,974 | 66,309 | 48,365 | ||||||||||||
Base management fee | 75,289 | 167,592 | 225,617 | 541,763 | ||||||||||||
Subordinated management fee | 301,158 | 207,625 | 902,468 | 581,796 | ||||||||||||
Incentive fees | 209,434 | — | 477,087 | — | ||||||||||||
Trustee expenses | 41,025 | 30,871 | 115,740 | 95,398 | ||||||||||||
Amortization expense | 44,218 | 302,635 | 132,932 | 782,561 | ||||||||||||
Loss on extinguishment of debt | — | 6,641,915 | — | 6,641,915 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total expenses | 4,246,571 | 9,874,011 | 12,447,973 | 18,118,426 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
NET INVESTMENT INCOME (LOSS) | 52,984 | (5,782,625 | ) | 234,647 | (5,774,193 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | ||||||||||||||||
Net realized gain on investments | 260,872 | 130,337 | 1,030,216 | 351,753 | ||||||||||||
Net change in unrealized appreciation (depreciation) on investments | (202,856 | ) | 926,507 | (1,561,704 | ) | 10,714,904 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Net gain (loss) on investments | 58,016 | 1,056,844 | (531,488 | ) | 11,066,657 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | 111,000 | $ | (4,725,781 | ) | $ | (296,841 | ) | $ | 5,292,464 | ||||||
|
|
|
|
|
|
|
| |||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | |||||||||||||
| INVESTMENT INCOME | ||||||||||||||||
| Total interest from investments | $ | 15,599,943 | $ | 11,753,670 | $ | 46,240,246 | $ | 29,075,284 | ||||||||
| Interest from cash and cash equivalents | 139,759 | 13,215 | 480,995 | 19,320 | ||||||||||||
| Other income | 286,607 | 26,224 | 756,831 | 141,828 | ||||||||||||
| Total investment income | 16,026,309 | 11,793,109 | 47,478,072 | 29,236,432 | ||||||||||||
| EXPENSES | ||||||||||||||||
| Interest and debt financing expenses | 14,644,320 | 10,177,731 | 43,349,057 | 26,287,544 | ||||||||||||
| Base management fee | 163,985 | 163,651 | 490,793 | 490,249 | ||||||||||||
| Subordinated management fee | 655,943 | 654,604 | 1,963,174 | 1,960,994 | ||||||||||||
| Professional fees | 87,540 | 53,254 | 260,431 | 263,647 | ||||||||||||
| Trustee expenses | 64,554 | 64,579 | 193,588 | 197,407 | ||||||||||||
| Other expense | 50,330 | 93,097 | 190,215 | 244,402 | ||||||||||||
| Total expenses | 15,666,672 | 11,206,916 | 46,447,258 | 29,444,243 | ||||||||||||
| NET INVESTMENT INCOME (LOSS) | 359,637 | 586,193 | 1,030,814 | (207,811 | ) | |||||||||||
| REALIZED AND UNREALIZED LOSS ON INVESTMENTS | ||||||||||||||||
| Net realized loss from investments | (6,298,909 | ) | (532,640 | ) | (9,048,743 | ) | (1,599,841 | ) | ||||||||
| Net change in unrealized depreciation on investments | (313,230 | ) | (10,640,315 | ) | 2,702,275 | (36,866,766 | ) | |||||||||
| Net realized and unrealized gain (loss) on investments | (6,612,139 | ) | (11,172,955 | ) | (6,346,468 | ) | (38,466,607 | ) | ||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | (6,252,502 | ) | $ | (10,586,762 | ) | $ | (5,315,654 | ) | $ | (38,674,418 | ) | ||||
See accompanying notes to financial statements.
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
November 30, 20172023
(unaudited)
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Altisource Solutions S.a r.l. | Banking, Finance, Insurance & Real Estate | Common Stock | Equity | 15,981 | $ | - | $ | 68,239 | ||||||||||||||||||||||||||||||
| Envision Parent Inc | Healthcare & Pharmaceuticals | Common Stock | Equity | 4,410 | 175,000 | 175,000 | ||||||||||||||||||||||||||||||||
| Envision Parent Inc | Healthcare & Pharmaceuticals | Warrants | Equity | 92,837 | - | - | ||||||||||||||||||||||||||||||||
| Isagenix International, LLC | Beverage, Food & Tobacco | Common Stock | Equity | 86,398 | - | - | ||||||||||||||||||||||||||||||||
| URS TOPCO LLC | Transportation: Cargo | Common Stock | Equity | 25,330 | 440,405 | 500,000 | ||||||||||||||||||||||||||||||||
| 19TH HOLDINGS GOLF, LLC | Consumer goods: Durable | Term Loan | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.68 | % | 2/7/2029 | $ | 2,479,925 | 2,386,376 | 2,349,729 | |||||||||||||||||||||||
| 888 Acquisitions Limited | Hotel, Gaming & Leisure | Term Loan B | Loan | 6M USD SOFR+ | 5.25 | % | 0.00 | % | 10.82 | % | 7/8/2028 | 2,478,261 | 2,165,072 | 2,378,684 | ||||||||||||||||||||||||
| Adtalem Global Education Inc. | Services: Business | Term Loan B (02/21) | Loan | 1M USD SOFR+ | 4.00 | % | 0.75 | % | 9.46 | % | 8/11/2028 | 691,846 | 686,981 | 691,127 | ||||||||||||||||||||||||
| Aegis Sciences Corporation | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD SOFR+ | 5.50 | % | 1.00 | % | 11.13 | % | 5/9/2025 | 2,318,678 | 2,313,318 | 2,188,252 | ||||||||||||||||||||||||
| Agiliti Health Inc. | Healthcare & Pharmaceuticals | Term Loan B (03/23) | Loan | 3M USD SOFR+ | 3.00 | % | 0.00 | % | 8.39 | % | 5/1/2030 | 1,678,901 | 1,666,684 | 1,665,268 | ||||||||||||||||||||||||
| AHEAD DB Holdings, LLC | Services: Business | Term Loan (04/21) | Loan | 3M USD SOFR+ | 3.75 | % | 0.75 | % | 9.24 | % | 10/18/2027 | 2,932,500 | 2,860,328 | 2,896,899 | ||||||||||||||||||||||||
| Air Canada | Transportation: Consumer | Term Loan B (07/21) | Loan | 3M USD SOFR+ | 3.50 | % | 0.75 | % | 9.14 | % | 8/11/2028 | 1,975,000 | 1,852,793 | 1,971,129 | ||||||||||||||||||||||||
| AIS HoldCo, LLC | Services: Business | Term Loan | Loan | 3M USD SOFR+ | 5.00 | % | 0.00 | % | 10.64 | % | 8/15/2025 | 4,621,420 | 4,559,512 | 4,436,563 | ||||||||||||||||||||||||
| AIT Worldwide Logistics Holdings, Inc. | Transportation: Cargo | Term Loan (04/21) | Loan | 1M USD SOFR+ | 4.75 | % | 0.75 | % | 10.17 | % | 4/6/2028 | 2,481,013 | 2,334,057 | 2,415,266 | ||||||||||||||||||||||||
| Alchemy US Holdco 1, LLC | Metals & Mining | Term Loan | Loan | 1M USD LIBOR+ | 7.32 | % | 0.00 | % | 7.42 | % | 10/10/2025 | 1,654,803 | 1,646,697 | 1,638,255 | ||||||||||||||||||||||||
| AlixPartners, LLP | Banking, Finance, Insurance & Real Estate | Term Loan B (01/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 2/4/2028 | 243,750 | 243,463 | 243,947 | ||||||||||||||||||||||||
| Alkermes, Inc. | Healthcare & Pharmaceuticals | Term Loan B (3/21) | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.95 | % | 3/12/2026 | 2,109,987 | 2,099,641 | 2,096,800 | ||||||||||||||||||||||||
| Allen Media, LLC | Media: Diversified & Production | Term Loan (7/21) | Loan | 3M USD SOFR+ | 5.50 | % | 0.00 | % | 11.04 | % | 2/10/2027 | 4,360,367 | 4,338,867 | 3,804,420 | ||||||||||||||||||||||||
| Alliant Holdings Intermediate, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B4 | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.96 | % | 11/5/2027 | 980,000 | 979,568 | 980,372 | ||||||||||||||||||||||||
| Allied Universal Holdco LLC | Services: Business | Term Loan 4/21 | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.20 | % | 5/12/2028 | 1,960,000 | 1,953,189 | 1,907,727 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Altisource Solutions S.a r.l. | Banking, Finance, Insurance & Real Estate | Term Loan B (03/18) | Loan | 3M USD SOFR+ | 5.00 | % | 1.00 | % | 10.49 | % | 4/30/2025 | 1,100,390 | 1,099,813 | 870,409 | ||||||||||||||||||||||||
| Altium Packaging LLC | Containers, Packaging & Glass | Term Loan (01/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 1/29/2028 | 487,500 | 485,997 | 484,521 | ||||||||||||||||||||||||
| American Axle & Manufacturing Inc. | Automotive | Term Loan (12/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.92 | % | 12/13/2029 | 490,000 | 476,804 | 488,927 | ||||||||||||||||||||||||
| American Greetings Corporation | Media: Advertising, Printing & Publishing | Term Loan (01/23) | Loan | 1M USD SOFR+ | 6.00 | % | 1.00 | % | 11.35 | % | 4/5/2028 | 2,990,265 | 2,988,626 | 2,985,271 | ||||||||||||||||||||||||
| American Trailer World Corp | Automotive | Term Loan | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 9.17 | % | 3/3/2028 | 1,357,439 | 1,355,326 | 1,282,020 | ||||||||||||||||||||||||
| AmWINS Group, LLC | Banking, Finance, Insurance & Real Estate | Term Loan 2/21 | Loan | 1M USD SOFR+ | 2.25 | % | 0.75 | % | 7.71 | % | 2/17/2028 | 1,945,026 | 1,928,224 | 1,941,661 | ||||||||||||||||||||||||
| Anastasia Parent LLC | Consumer goods: Non-durable | Term Loan | Loan | 3M USD SOFR+ | 3.75 | % | 0.00 | % | 9.40 | % | 8/11/2025 | 950,000 | 948,542 | 626,525 | ||||||||||||||||||||||||
| Anchor Glass Container Corporation | Containers, Packaging & Glass | Term Loan (07/17) | Loan | 6M USD LIBOR+ | 2.75 | % | 1.00 | % | 8.04 | % | 12/7/2023 | 466,406 | 466,399 | 377,789 | ||||||||||||||||||||||||
| Anchor Packaging, LLC | Containers, Packaging & Glass | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.95 | % | 7/18/2026 | 1,964,425 | 1,942,201 | 1,934,468 | ||||||||||||||||||||||||
| ANI Pharmaceuticals, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 1M USD SOFR+ | 6.00 | % | 0.75 | % | 11.46 | % | 11/19/2027 | 2,947,500 | 2,906,490 | 2,936,447 | ||||||||||||||||||||||||
| AP Core Holdings II LLC | High Tech Industries | Term Loan B1 | Loan | 1M USD SOFR+ | 5.50 | % | 0.75 | % | 10.96 | % | 9/1/2027 | 1,800,000 | 1,781,280 | 1,760,994 | ||||||||||||||||||||||||
| AP Core Holdings II LLC | High Tech Industries | Term Loan B2 | Loan | 1M USD SOFR+ | 5.50 | % | 0.75 | % | 10.96 | % | 9/1/2027 | 500,000 | 494,807 | 487,915 | ||||||||||||||||||||||||
| APEX GROUP TREASURY LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 3M USD SOFR+ | 5.00 | % | 0.50 | % | 10.40 | % | 7/26/2028 | 496,250 | 468,286 | 495,630 | ||||||||||||||||||||||||
| APLP Holdings Limited Partnership | Energy: Electricity | Term Loan B (3/21) | Loan | 3M USD SOFR+ | 3.75 | % | 1.00 | % | 9.24 | % | 5/14/2027 | 278,378 | 276,619 | 279,539 | ||||||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.21 | % | 5/15/2026 | 2,916,244 | 2,896,013 | 2,821,466 | ||||||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B1 (2/21) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.94 | % | 3/6/2028 | 975,000 | 968,360 | 936,000 | ||||||||||||||||||||||||
| AppLovin Corporation | High Tech Industries | Term Loan (10/21) | Loan | 1M USD SOFR+ | 3.10 | % | 0.50 | % | 8.45 | % | 10/21/2028 | 1,477,500 | 1,474,732 | 1,476,673 | ||||||||||||||||||||||||
| AppLovin Corporation | High Tech Industries | Term Loan (08/23) | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.45 | % | 8/15/2030 | 972,054 | 972,054 | 971,898 | ||||||||||||||||||||||||
| Aramark Services, Inc. | Services: Consumer | Term Loan B (4/21) | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.96 | % | 4/1/2028 | 1,753,715 | 1,748,034 | 1,751,523 | ||||||||||||||||||||||||
| Aramark Services, Inc. | Services: Consumer | Term Loan | Loan | 1M USD SOFR+ | 1.75 | % | 0.00 | % | 7.21 | % | 1/15/2027 | 2,331,250 | 2,289,490 | 2,323,977 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| ARC FALCON I INC. | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.95 | % | 9/23/2028 | 983,774 | 980,943 | 950,926 | ||||||||||||||||||||||||
| Arches Buyer Inc. | Services: Consumer | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.70 | % | 12/6/2027 | 1,469,697 | 1,462,751 | 1,443,977 | ||||||||||||||||||||||||
| ARCIS GOLF LLC | Services: Consumer | Term Loan B | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 9.71 | % | 11/19/2028 | 497,980 | 493,142 | 498,189 | ||||||||||||||||||||||||
| Aretec Group, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD SOFR+ | 4.50 | % | 0.00 | % | 9.95 | % | 8/9/2030 | 2,649,358 | 2,633,197 | 2,605,829 | ||||||||||||||||||||||||
| Asplundh Tree Expert, LLC | Services: Business | Term Loan 2/21 | Loan | 1M USD SOFR+ | 1.75 | % | 0.00 | % | 7.20 | % | 9/7/2027 | 970,000 | 967,259 | 971,620 | ||||||||||||||||||||||||
| AssuredPartners Capital, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B (2/20) | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.96 | % | 2/12/2027 | 982,143 | 979,630 | 980,915 | ||||||||||||||||||||||||
| Assuredpartners Inc. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.85 | % | 2/12/2027 | 492,500 | 491,781 | 492,195 | ||||||||||||||||||||||||
| Assuredpartners Inc. | Banking, Finance, Insurance & Real Estate | Incremental Term Loan (7/21) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.96 | % | 2/12/2027 | 977,500 | 977,500 | 976,689 | ||||||||||||||||||||||||
| ASTRO ONE ACQUISITION CORPORATION | Consumer goods: Durable | Term Loan | Loan | 3M USD LIBOR+ | 5.50 | % | 0.75 | % | 11.23 | % | 9/15/2028 | 2,947,500 | 2,925,937 | 1,277,240 | ||||||||||||||||||||||||
| Asurion, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B10 | Loan | 1M USD SOFR+ | 4.00 | % | 0.00 | % | 9.45 | % | 8/19/2028 | 1,980,000 | 1,896,782 | 1,939,568 | ||||||||||||||||||||||||
| Asurion, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B8 | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 8.71 | % | 12/18/2026 | 2,942,168 | 2,935,901 | 2,899,153 | ||||||||||||||||||||||||
| ATHENAHEALTH GROUP INC. | Healthcare & Pharmaceuticals | Term Loan B (2/22) | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.60 | % | 2/15/2029 | 1,320,514 | 1,316,061 | 1,294,843 | ||||||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | Capital Equipment | Term Loan B6 | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.83 | % | 6/8/2028 | 997,500 | 944,250 | 998,637 | ||||||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | Capital Equipment | Term Loan B5 (7/21) | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.68 | % | 12/1/2027 | 486,250 | 483,209 | 486,362 | ||||||||||||||||||||||||
| Axalta Coating Systems US Holdings | Chemicals, Plastics, & Rubber | Term Loan B (08/23) | Loan | 3M USD SOFR+ | 2.50 | % | 0.50 | % | 7.89 | % | 12/20/2029 | 920,194 | 912,118 | 921,629 | ||||||||||||||||||||||||
| AZURITY PHARMACEUTICALS, INC. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 1M USD SOFR+ | 6.62 | % | 0.75 | % | 12.08 | % | 9/20/2027 | 456,250 | 446,528 | 438,000 | ||||||||||||||||||||||||
| B&G Foods, Inc. | Beverage, Food & Tobacco | Term Loan | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.85 | % | 10/10/2026 | 556,042 | 553,602 | 544,921 | ||||||||||||||||||||||||
| B.C. Unlimited Liability Co (Burger King) | Beverage, Food & Tobacco | Term Loan B (09/23) | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.60 | % | 9/12/2030 | 1,447,500 | 1,426,632 | 1,440,943 | ||||||||||||||||||||||||
| BAKELITE UK INTERMEDIATE LTD. | Chemicals, Plastics, & Rubber | Term Loan | Loan | 3M USD SOFR+ | 4.00 | % | 0.50 | % | 9.54 | % | 5/29/2029 | 987,500 | 983,531 | 955,406 | ||||||||||||||||||||||||
| Baldwin Risk Partners, LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.96 | % | 10/14/2027 | 1,965,074 | 1,950,504 | 1,956,880 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Barnes Group Inc. | Aerospace & Defense | Term Loan B | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 8.45 | % | 8/9/2030 | 250,000 | 248,176 | 249,438 | ||||||||||||||||||||||||
| Bausch Health Companies Inc. | Healthcare & Pharmaceuticals | Term Loan B (1/22) | Loan | 1M USD SOFR+ | 5.25 | % | 0.50 | % | 10.69 | % | 2/1/2027 | 1,875,000 | 1,724,183 | 1,414,069 | ||||||||||||||||||||||||
| Belfor Holdings Inc. | Services: Consumer | Term Loan B-1 (11/23) | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.10 | % | 10/25/2030 | 1,600,000 | 1,584,111 | 1,598,000 | ||||||||||||||||||||||||
| Belron Finance US LLC | Automotive | Term Loan B (3/21) | Loan | 3M USD SOFR+ | 2.43 | % | 0.50 | % | 8.07 | % | 4/13/2028 | 1,950,000 | 1,937,133 | 1,949,025 | ||||||||||||||||||||||||
| Belron Finance US LLC | Automotive | Term Loan (04/23) | Loan | 3M USD SOFR+ | 2.75 | % | 0.50 | % | 8.25 | % | 4/17/2029 | 249,375 | 248,202 | 249,624 | ||||||||||||||||||||||||
| Bengal Debt Merger Sub LLC | Beverage, Food & Tobacco | Term Loan | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 8.74 | % | 1/24/2029 | 1,975,000 | 1,974,221 | 1,846,941 | ||||||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (6/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 4/23/2026 | 1,453,957 | 1,447,944 | 1,421,242 | ||||||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.71 | % | 4/23/2026 | 972,152 | 968,404 | 944,202 | ||||||||||||||||||||||||
| Blue Tree Holdings, Inc. | Chemicals, Plastics, & Rubber | Term Loan (2/21) | Loan | 3M USD SOFR+ | 2.50 | % | 0.00 | % | 8.15 | % | 3/4/2028 | 975,000 | 973,497 | 960,785 | ||||||||||||||||||||||||
| Bombardier Recreational Products, Inc. | Consumer goods: Durable | Term Loan B3 | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.10 | % | 12/13/2029 | 495,009 | 483,825 | 492,411 | ||||||||||||||||||||||||
| Bombardier Recreational Products, Inc. | Consumer goods: Durable | Term Loan (1/20) | Loan | 1M USD SOFR+ | 2.00 | % | 0.00 | % | 7.45 | % | 5/24/2027 | 1,443,799 | 1,439,363 | 1,423,051 | ||||||||||||||||||||||||
| Boost Newco Borrower, LLC (Worldpay) | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.32 | % | 9/20/2030 | 500,000 | 497,500 | 499,375 | ||||||||||||||||||||||||
| Boxer Parent Company, Inc. | High Tech Industries | Term Loan (2/21) | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.21 | % | 10/2/2025 | 512,255 | 512,255 | 512,070 | ||||||||||||||||||||||||
| BrightSpring Health Services (Phoenix Guarantor) | Healthcare & Pharmaceuticals | Term Loan B-3 | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.96 | % | 3/5/2026 | 975,000 | 975,000 | 973,840 | ||||||||||||||||||||||||
| BroadStreet Partners, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B3 | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 8.46 | % | 1/22/2027 | 2,926,045 | 2,922,815 | 2,918,729 | ||||||||||||||||||||||||
| Brookfield WEC Holdings Inc. | Energy: Electricity | Term Loan (1/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 8/1/2025 | 1,451,420 | 1,452,327 | 1,452,261 | ||||||||||||||||||||||||
| BROWN GROUP HOLDING, LLC | Aerospace & Defense | Term Loan B-2 | Loan | 3M USD SOFR+ | 3.75 | % | 0.00 | % | 9.14 | % | 7/1/2029 | 495,000 | 484,548 | 495,040 | ||||||||||||||||||||||||
| Buckeye Partners, L.P. | Utilities: Oil & Gas | Term Loan B2 | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.83 | % | 11/15/2030 | 333,333 | 332,721 | 333,250 | ||||||||||||||||||||||||
| Buckeye Partners, L.P. | Utilities: Oil & Gas | Term Loan (1/21) | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.67 | % | 11/1/2026 | 1,601,929 | 1,595,092 | 1,602,058 | ||||||||||||||||||||||||
| BW Gas & Convenience Holdings LLC | Beverage, Food & Tobacco | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.96 | % | 3/31/2028 | 2,443,750 | 2,427,104 | 2,419,313 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Callaway Golf Company | Retail | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.95 | % | 3/9/2030 | 497,500 | 492,717 | 495,948 | ||||||||||||||||||||||||
| Camping World, Inc. | Retail | Term Loan B (5/21) | Loan | 1M USD SOFR+ | 2.50 | % | 0.75 | % | 7.96 | % | 6/5/2028 | 2,468,354 | 2,275,387 | 2,352,268 | ||||||||||||||||||||||||
| CAPSTONE BORROWER INC | Services: Business | Term Loan (06/23) | Loan | 3M USD SOFR+ | 3.75 | % | 0.00 | % | 9.14 | % | 6/15/2030 | 1,000,000 | 985,743 | 993,130 | ||||||||||||||||||||||||
| CareerBuilder, LLC | Services: Business | Term Loan B3 | Loan | 3M USD SOFR+ | 6.75 | % | 0.00 | % | 12.40 | % | 7/31/2026 | 4,035,492 | 4,015,117 | 706,211 | ||||||||||||||||||||||||
| Castle US Holding Corporation | Media: Advertising, Printing & Publishing | Term Loan B (USD) | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.21 | % | 1/27/2027 | 1,950,825 | 1,943,262 | 1,362,730 | ||||||||||||||||||||||||
| CASTLELAKE AVIATION LLC | Aerospace & Defense | Term Loan B | Loan | 3M USD SOFR+ | 2.75 | % | 0.50 | % | 8.42 | % | 10/21/2027 | 992,500 | 985,896 | 991,259 | ||||||||||||||||||||||||
| CBI BUYER, INC. | Consumer goods: Durable | Term Loan | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.71 | % | 1/6/2028 | 2,947,273 | 2,811,619 | 1,224,769 | ||||||||||||||||||||||||
| CBL & Associates Limited Partnership | Retail | Term Loan 11/21 | Loan | 1M USD SOFR+ | 2.75 | % | 1.00 | % | 8.18 | % | 11/1/2025 | 2,473,146 | 2,136,126 | 2,164,893 | ||||||||||||||||||||||||
| CCC Intelligent Solutions Inc. | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.71 | % | 9/16/2028 | 245,625 | 245,216 | 245,522 | ||||||||||||||||||||||||
| CCI Buyer, Inc | Telecommunications | Term Loan | Loan | 3M USD SOFR+ | 4.00 | % | 0.75 | % | 9.39 | % | 12/17/2027 | 243,750 | 242,208 | 241,878 | ||||||||||||||||||||||||
| CCRR Parent, Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 9.67 | % | 3/5/2028 | 992,500 | 949,779 | 930,469 | ||||||||||||||||||||||||
| CCRR Parent, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 9.21 | % | 3/5/2028 | 975,000 | 971,749 | 917,309 | ||||||||||||||||||||||||
| CCS-CMGC Holdings, Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 6M USD SOFR+ | 5.50 | % | 0.00 | % | 11.32 | % | 9/25/2025 | 2,381,250 | 2,373,889 | 1,998,393 | ||||||||||||||||||||||||
| CDK GLOBAL, INC. | High Tech Industries | Term Loan B (10/23) | Loan | 3M USD SOFR+ | 4.00 | % | 0.00 | % | 9.41 | % | 7/6/2029 | 992,500 | 966,595 | 992,679 | ||||||||||||||||||||||||
| Cengage Learning, Inc. | Media: Advertising, Printing & Publishing | Term Loan B (6/21) | Loan | 3M USD SOFR+ | 4.75 | % | 1.00 | % | 10.41 | % | 7/14/2026 | 2,940,000 | 2,923,619 | 2,935,237 | ||||||||||||||||||||||||
| CENTURI GROUP, INC. | Construction & Building | Term Loan B | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.96 | % | 8/27/2028 | 870,830 | 864,602 | 869,523 | ||||||||||||||||||||||||
| CenturyLink, Inc. | Telecommunications | Term Loan B (1/20) | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.71 | % | 3/15/2027 | 3,850,497 | 3,847,375 | 2,302,058 | ||||||||||||||||||||||||
| Charlotte Buyer, Inc. | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 5.25 | % | 0.50 | % | 10.57 | % | 2/11/2028 | 1,488,750 | 1,403,657 | 1,486,472 | ||||||||||||||||||||||||
| Chemours Company, (The) | Chemicals, Plastics, & Rubber | Term Loan B2 | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.85 | % | 8/10/2028 | 2,399,716 | 2,359,528 | 2,368,232 | ||||||||||||||||||||||||
| Churchill Downs Incorporated | Hotel, Gaming & Leisure | Term Loan B1 (3/21) | Loan | 1M USD SOFR+ | 2.00 | % | 0.00 | % | 7.45 | % | 3/17/2028 | 487,500 | 486,756 | 486,077 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| CIMPRESS PUBLIC LIMITED COMPANY | Media: Advertising, Printing & Publishing | USD Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.96 | % | 5/17/2028 | 1,964,874 | 1,887,057 | 1,937,857 | ||||||||||||||||||||||||
| CITADEL SECURITIES LP | Banking, Finance, Insurance & Real Estate | Term Loan B (07/23) | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.96 | % | 7/29/2030 | 4,875,281 | 4,874,298 | 4,872,649 | ||||||||||||||||||||||||
| Citco Funding LLC | Banking, Finance, Insurance & Real Estate | Term Loa 1st Lien Incremental | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 8.64 | % | 4/27/2028 | 1,000,000 | 995,042 | 1,001,250 | ||||||||||||||||||||||||
| Clarios Global LP | Automotive | Incremental Term Loan (04/23) | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.10 | % | 5/5/2030 | 1,200,000 | 1,194,227 | 1,200,900 | ||||||||||||||||||||||||
| Claros Mortgage Trust, Inc | Banking, Finance, Insurance & Real Estate | Term Loan B-1 (11/21) | Loan | 1M USD SOFR+ | 4.50 | % | 0.50 | % | 9.94 | % | 8/9/2026 | 3,413,379 | 3,398,299 | 3,217,109 | ||||||||||||||||||||||||
| CLYDESDALE ACQUISITION HOLDINGS, INC. | Containers, Packaging & Glass | Term Loan B | Loan | 1M USD SOFR+ | 4.18 | % | 0.50 | % | 9.62 | % | 4/13/2029 | 1,481,250 | 1,450,627 | 1,468,748 | ||||||||||||||||||||||||
| Columbus McKinnon Corporation | Capital Equipment | Term Loan (4/21) | Loan | 3M USD SOFR+ | 2.75 | % | 0.50 | % | 8.42 | % | 5/14/2028 | 419,219 | 418,529 | 418,695 | ||||||||||||||||||||||||
| Conduent, Inc. | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 9.71 | % | 10/16/2028 | 2,769,376 | 2,705,272 | 2,702,440 | ||||||||||||||||||||||||
| Connect Finco SARL | Telecommunications | Term Loan (1/21) | Loan | 1M USD SOFR+ | 3.50 | % | 1.00 | % | 8.85 | % | 12/11/2026 | 2,895,000 | 2,811,282 | 2,887,299 | ||||||||||||||||||||||||
| Consolidated Communications, Inc. | Telecommunications | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.75 | % | 8.96 | % | 10/2/2027 | 2,714,005 | 2,544,699 | 2,492,352 | ||||||||||||||||||||||||
| CORAL-US CO-BORROWER LLC | Telecommunications | Term Loan B-5 | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.79 | % | 1/31/2028 | 4,000,000 | 3,990,261 | 3,941,520 | ||||||||||||||||||||||||
| Corelogic, Inc. | Services: Business | Term Loan (4/21) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.96 | % | 6/2/2028 | 2,450,000 | 2,441,541 | 2,295,356 | ||||||||||||||||||||||||
| Cortes NP Acquisition Corp (Vertiv) | Capital Equipment | Term Loan 2/21 | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.18 | % | 3/2/2027 | 1,945,000 | 1,945,000 | 1,946,712 | ||||||||||||||||||||||||
| Creative Artists Agency, LLC | Media: Diversified & Production | Term Loan B (02/23) | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.85 | % | 11/27/2028 | 1,592,002 | 1,581,259 | 1,594,884 | ||||||||||||||||||||||||
| CROCS INC | Consumer goods: Durable | Term Loan B | Loan | 3M USD SOFR+ | 3.00 | % | 0.00 | % | 8.54 | % | 2/19/2029 | 1,500,000 | 1,450,389 | 1,503,195 | ||||||||||||||||||||||||
| Cross Financial Corp | Banking, Finance, Insurance & Real Estate | Term Loan B (3/21) | Loan | 1M USD SOFR+ | 4.00 | % | 0.75 | % | 9.46 | % | 9/15/2027 | 488,750 | 488,517 | 488,139 | ||||||||||||||||||||||||
| Crown Subsea Communications Holding, Inc. | Construction & Building | Term Loan (4/21) | Loan | 1M USD SOFR+ | 5.00 | % | 0.75 | % | 10.43 | % | 4/27/2027 | 3,404,110 | 3,381,709 | 3,421,130 | ||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | Media: Broadcasting & Subscription | Term Loan B-5 | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.94 | % | 4/15/2027 | 481,250 | 481,250 | 449,743 | ||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | Media: Broadcasting & Subscription | Term Loan 12/22 | Loan | 1M USD SOFR+ | 4.50 | % | 0.00 | % | 9.82 | % | 4/15/2027 | 2,382,032 | 2,373,479 | 2,291,229 | ||||||||||||||||||||||||
| CTC Holdings, LP | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 3M USD SOFR+ | 5.00 | % | 0.50 | % | 10.52 | % | 2/15/2029 | 2,216,250 | 2,169,883 | 2,177,466 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| CTS Midco, LLC | High Tech Industries | Term Loan B | Loan | 3M USD SOFR+ | 6.00 | % | 1.00 | % | 11.64 | % | 11/2/2027 | 1,941,421 | 1,905,431 | 1,727,864 | ||||||||||||||||||||||||
| Daseke Inc | Transportation: Cargo | Term Loan 2/21 | Loan | 1M USD SOFR+ | 4.00 | % | 0.75 | % | 9.46 | % | 3/5/2028 | 1,200,000 | 1,196,089 | 1,186,128 | ||||||||||||||||||||||||
| Dave & Buster’s Inc. | Hotel, Gaming & Leisure | Term Loan (6/23) | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.19 | % | 6/29/2029 | 990,019 | 947,653 | 989,860 | ||||||||||||||||||||||||
| DCert Buyer, Inc. | High Tech Industries | Term Loan | Loan | 1M USD SOFR+ | 4.00 | % | 0.00 | % | 9.35 | % | 10/16/2026 | 1,458,438 | 1,458,438 | 1,439,712 | ||||||||||||||||||||||||
| Delek US Holdings, Inc. | Utilities: Oil & Gas | Term Loan B (11/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.95 | % | 11/16/2029 | 5,359,500 | 5,254,511 | 5,347,334 | ||||||||||||||||||||||||
| Delos Aircraft DAC | Transportation: Consumer | Term Loan B | Loan | 3M USD SOFR+ | 2.00 | % | 0.00 | % | 7.39 | % | 10/14/2027 | 250,000 | 250,000 | 250,548 | ||||||||||||||||||||||||
| Delta 2 Lux Sarl | Hotel, Gaming & Leisure | Term Loan B | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.60 | % | 1/15/2030 | 2,000,000 | 1,991,065 | 2,000,620 | ||||||||||||||||||||||||
| Derby Buyer LLC | Chemicals, Plastics, & Rubber | Term Loan (09/23) | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 9.57 | % | 11/1/2030 | 625,000 | 615,729 | 622,394 | ||||||||||||||||||||||||
| DexKo Global, Inc. (Dragon Merger) | Automotive | Term Loan (9/21) | Loan | 3M USD SOFR+ | 3.75 | % | 0.50 | % | 9.40 | % | 10/4/2028 | 985,000 | 982,036 | 965,073 | ||||||||||||||||||||||||
| DG Investment Intermediate Holdings 2, Inc. | Aerospace & Defense | Incremental Term Loan (3/22) | Loan | 1M USD SOFR+ | 4.75 | % | 0.75 | % | 10.10 | % | 3/31/2028 | 495,000 | 478,051 | 491,287 | ||||||||||||||||||||||||
| Diamond Sports Group, LLC (a) | Media: Broadcasting & Subscription | Second Lien Term Loan | Loan | 1M USD SOFR+ | 5.25 | % | 0.00 | % | 10.67 | % | 8/24/2026 | 3,374,880 | 3,089,287 | 71,716 | ||||||||||||||||||||||||
| Diamond Sports Group, LLC (a) | Media: Broadcasting & Subscription | 1st Priority Term Loan | Loan | 1M USD SOFR+ | 10.00 | % | 1.00 | % | 15.42 | % | 5/25/2026 | 342,343 | 335,566 | 246,977 | ||||||||||||||||||||||||
| DIRECTV FINANCING, LLC | Media: Broadcasting & Subscription | Term Loan | Loan | 1M USD SOFR+ | 5.00 | % | 0.75 | % | 10.46 | % | 8/2/2027 | 3,280,000 | 3,258,124 | 3,222,862 | ||||||||||||||||||||||||
| DISCOVERY PURCHASER CORPORATION | Chemicals, Plastics, & Rubber | Term Loan | Loan | 3M USD SOFR+ | 4.38 | % | 0.50 | % | 9.77 | % | 10/4/2029 | 1,488,750 | 1,383,919 | 1,417,662 | ||||||||||||||||||||||||
| Dispatch Acquisition Holdings, LLC | Environmental Industries | Term Loan B (3/21) | Loan | 3M USD SOFR+ | 4.25 | % | 0.75 | % | 9.79 | % | 3/25/2028 | 488,750 | 485,513 | 458,203 | ||||||||||||||||||||||||
| DOMTAR CORPORATION | Forest Products & Paper | Term Loan 9/21 | Loan | 1M USD SOFR+ | 5.50 | % | 0.75 | % | 10.96 | % | 11/30/2028 | 1,260,510 | 1,227,610 | 1,241,602 | ||||||||||||||||||||||||
| DOTDASH MEREDITH, INC. | Media: Advertising, Printing & Publishing | Term Loan B | Loan | 1M USD SOFR+ | 4.00 | % | 0.50 | % | 9.42 | % | 11/30/2028 | 1,979,798 | 1,807,707 | 1,950,101 | ||||||||||||||||||||||||
| DRI HOLDING INC. | Media: Advertising, Printing & Publishing | Term Loan (12/21) | Loan | 1M USD SOFR+ | 5.25 | % | 0.50 | % | 10.70 | % | 12/15/2028 | 3,942,469 | 3,813,846 | 3,587,646 | ||||||||||||||||||||||||
| DRW Holdings, LLC | Banking, Finance, Insurance & Real Estate | Term Loan (2/21) | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.21 | % | 3/1/2028 | 6,370,000 | 6,336,957 | 6,351,400 | ||||||||||||||||||||||||
| DTZ U.S. Borrower, LLC | Construction & Building | Term Loan | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.21 | % | 8/21/2025 | 198,929 | 198,647 | 198,432 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| DTZ U.S. Borrower, LLC | Construction & Building | Term Loan (01/23) | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.70 | % | 1/31/2030 | 2,029,327 | 2,026,514 | 1,963,374 | ||||||||||||||||||||||||
| DTZ U.S. Borrower, LLC | Construction & Building | Term Loan (08/23) | Loan | 1M USD SOFR+ | 4.00 | % | 0.50 | % | 9.35 | % | 1/31/2030 | 1,100,000 | 1,073,252 | 1,075,250 | ||||||||||||||||||||||||
| EAB Global, Inc. | Services: Business | Term Loan (08/21) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.96 | % | 8/16/2028 | 982,500 | 979,067 | 976,566 | ||||||||||||||||||||||||
| Echo Global Logistics, Inc. | Services: Business | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.95 | % | 11/23/2028 | 1,970,000 | 1,966,879 | 1,851,091 | ||||||||||||||||||||||||
| Edelman Financial Group Inc., The | Banking, Finance, Insurance & Real Estate | Term Loan B (3/21) | Loan | 1M USD SOFR+ | 3.50 | % | 0.75 | % | 8.96 | % | 4/7/2028 | 2,171,883 | 2,166,634 | 2,147,949 | ||||||||||||||||||||||||
| Electrical Components Inter., Inc. | Capital Equipment | Term Loan (6/18) | Loan | 3M USD SOFR+ | 4.25 | % | 0.00 | % | 9.74 | % | 6/26/2025 | 1,873,417 | 1,873,417 | 1,844,154 | ||||||||||||||||||||||||
| ELECTRON BIDCO INC. | Healthcare & Pharmaceuticals | Term Loan | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.46 | % | 11/1/2028 | 492,500 | 490,840 | 491,953 | ||||||||||||||||||||||||
| ELO Touch Solutions, Inc. | Media: Diversified & Production | Term Loan (12/18) | Loan | 1M USD SOFR+ | 6.50 | % | 0.00 | % | 11.96 | % | 12/14/2025 | 1,966,935 | 1,929,446 | 1,911,625 | ||||||||||||||||||||||||
| Embecta Corp | Healthcare & Pharmaceuticals | Term Loan B | Loan | 6M USD SOFR+ | 3.00 | % | 0.50 | % | 8.34 | % | 3/30/2029 | 2,605,208 | 2,587,637 | 2,547,685 | ||||||||||||||||||||||||
| Emerson Climate Technologies Inc | Services: Business | Term Loan B (04/23) | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 8.35 | % | 5/31/2030 | 626,147 | 620,209 | 626,422 | ||||||||||||||||||||||||
| Endo Luxembourg Finance Company I S.a.r.l. | Healthcare & Pharmaceuticals | Term Loan (3/21) | Loan | Prime | 6.00 | % | 0.75 | % | 14.50 | % | 3/27/2028 | 2,335,285 | 2,329,778 | 1,500,421 | ||||||||||||||||||||||||
| Endure Digital, Inc. | High Tech Industries | Term Loan B | Loan | 6M USD SOFR+ | 3.50 | % | 0.75 | % | 9.42 | % | 2/10/2028 | 2,443,750 | 2,435,835 | 2,351,670 | ||||||||||||||||||||||||
| Entain Holdings (Gibraltar) Limited | Hotel, Gaming & Leisure | Term Loan B (10/22) | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.99 | % | 10/30/2029 | 1,491,248 | 1,475,263 | 1,492,486 | ||||||||||||||||||||||||
| EOS U.S. FINCO LLC | Transportation: Cargo | Term Loan | Loan | 3M USD SOFR+ | 5.75 | % | 0.50 | % | 11.16 | % | 10/6/2029 | 981,250 | 911,874 | 899,482 | ||||||||||||||||||||||||
| Equiniti Group PLC | Services: Business | Term Loan B | Loan | 6M USD SOFR+ | 4.50 | % | 0.50 | % | 10.09 | % | 12/11/2028 | 982,500 | 975,049 | 983,119 | ||||||||||||||||||||||||
| Evertec Group LLC | Banking, Finance, Insurance & Real Estate | Term Loan B (09/23) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.85 | % | 10/12/2030 | 1,250,000 | 1,231,250 | 1,246,875 | ||||||||||||||||||||||||
| EyeCare Partners, LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD SOFR+ | 3.75 | % | 0.00 | % | 9.39 | % | 2/18/2027 | 1,933,172 | 1,933,172 | 999,972 | ||||||||||||||||||||||||
| Finco I LLC | Banking, Finance, Insurance & Real Estate | Term Loan B (08/23) | Loan | 3M USD SOFR+ | 3.00 | % | 0.00 | % | 8.38 | % | 6/27/2029 | 2,823,872 | 2,820,834 | 2,826,216 | ||||||||||||||||||||||||
| First Brands Group, LLC | Automotive | 1st Lien Term Loan (3/21) | Loan | 6M USD SOFR+ | 5.00 | % | 1.00 | % | 10.88 | % | 3/30/2027 | 4,875,000 | 4,825,909 | 4,788,469 | ||||||||||||||||||||||||
| First Eagle Investment Management | Banking, Finance, Insurance & Real Estate | Refinancing Term Loan | Loan | 3M USD SOFR+ | 2.50 | % | 0.00 | % | 7.99 | % | 2/1/2027 | 5,105,275 | 5,095,245 | 5,061,268 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| First Student Bidco Inc. | Transportation: Consumer | Term Loan B | Loan | 3M USD SOFR+ | 3.00 | % | 0.50 | % | 8.65 | % | 7/21/2028 | 717,321 | 713,586 | 705,069 | ||||||||||||||||||||||||
| First Student Bidco Inc. | Transportation: Consumer | Term Loan C | Loan | 3M USD SOFR+ | 3.00 | % | 0.50 | % | 8.65 | % | 7/21/2028 | 269,608 | 268,194 | 265,003 | ||||||||||||||||||||||||
| Fitness International, LLC (LA Fitness) | Services: Consumer | Term Loan B (4/18) | Loan | 1M USD SOFR+ | 3.25 | % | 1.00 | % | 8.70 | % | 4/18/2025 | 1,330,058 | 1,327,769 | 1,319,844 | ||||||||||||||||||||||||
| Flutter Financing B.V. | Hotel, Gaming & Leisure | Term Loan B (11/23) | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.57 | % | 11/10/2030 | 3,000,000 | 2,992,500 | 2,985,000 | ||||||||||||||||||||||||
| Flutter Financing B.V. | Hotel, Gaming & Leisure | Third Amendment 2028-B Term Loan | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 8.90 | % | 7/21/2028 | 311,641 | 305,724 | 311,747 | ||||||||||||||||||||||||
| FOCUS FINANCIAL PARTNERS, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.60 | % | 6/30/2028 | 1,476,115 | 1,461,210 | 1,475,008 | ||||||||||||||||||||||||
| Franchise Group, Inc. | Services: Consumer | First Out Term Loan | Loan | 3M USD SOFR+ | 4.75 | % | 0.75 | % | 10.44 | % | 3/10/2026 | 799,104 | 794,937 | 594,533 | ||||||||||||||||||||||||
| Franchise Group, Inc. | Services: Consumer | Term Loan B | Loan | 3M USD SOFR+ | 4.75 | % | 0.75 | % | 10.39 | % | 3/10/2026 | 2,985,000 | 2,870,120 | 2,238,750 | ||||||||||||||||||||||||
| Franklin Square Holdings, L.P. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.70 | % | 8/1/2025 | 4,274,975 | 4,265,372 | 4,274,975 | ||||||||||||||||||||||||
| Froneri International (R&R Ice Cream) | Beverage, Food & Tobacco | Term Loan B-2 | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.70 | % | 1/29/2027 | 1,935,000 | 1,933,409 | 1,934,013 | ||||||||||||||||||||||||
| Garrett LX III S.a r.l. | Automotive | Dollar Term Loan | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 8.89 | % | 4/30/2028 | 1,470,000 | 1,465,230 | 1,468,163 | ||||||||||||||||||||||||
| Gemini HDPE LLC | Chemicals, Plastics, & Rubber | Term Loan B (12/20) | Loan | 3M USD SOFR+ | 3.00 | % | 0.50 | % | 8.64 | % | 12/31/2027 | 2,210,434 | 2,199,038 | 2,198,918 | ||||||||||||||||||||||||
| Genesee & Wyoming, Inc. | Transportation: Cargo | Term Loan (11/19) | Loan | 3M USD SOFR+ | 2.00 | % | 0.00 | % | 7.49 | % | 12/30/2026 | 1,447,500 | 1,444,152 | 1,447,876 | ||||||||||||||||||||||||
| GGP Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.95 | % | 8/27/2025 | 2,813,716 | 2,599,873 | 2,793,120 | ||||||||||||||||||||||||
| GIP Pilot Acquisition Partners, L.P. | Energy: Oil & Gas | Term Loan | Loan | 3M USD SOFR+ | 3.00 | % | 0.00 | % | 8.39 | % | 10/4/2030 | 500,000 | 497,500 | 498,750 | ||||||||||||||||||||||||
| Global Tel*Link Corporation | Telecommunications | Term Loan B | Loan | 3M USD SOFR+ | 4.25 | % | 0.00 | % | 9.78 | % | 11/29/2025 | 4,859,368 | 4,750,849 | 4,666,353 | ||||||||||||||||||||||||
| Go Daddy Operating Company, LLC | High Tech Industries | Term Loan 2/21 | Loan | 1M USD SOFR+ | 2.00 | % | 0.00 | % | 7.46 | % | 8/10/2027 | 949,865 | 949,865 | 949,865 | ||||||||||||||||||||||||
| GOLDEN WEST PACKAGING GROUP LLC | Forest Products & Paper | Term Loan (11/21) | Loan | 1M USD SOFR+ | 5.25 | % | 0.75 | % | 10.71 | % | 12/1/2027 | 1,900,000 | 1,886,250 | 1,691,000 | ||||||||||||||||||||||||
| Graham Packaging Co Inc | Containers, Packaging & Glass | Term Loan (2/21) | Loan | 1M USD SOFR+ | 3.00 | % | 0.75 | % | 8.46 | % | 8/7/2027 | 945,831 | 941,791 | 943,012 | ||||||||||||||||||||||||
| Great Outdoors Group, LLC | Retail | Term Loan B2 | Loan | 3M USD SOFR+ | 3.75 | % | 0.75 | % | 9.40 | % | 3/6/2028 | 972,650 | 969,503 | 963,449 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Griffon Corporation | Consumer goods: Durable | Term Loan B | Loan | 3M USD SOFR+ | 2.25 | % | 0.50 | % | 7.79 | % | 1/24/2029 | 144,688 | 144,458 | 144,507 | ||||||||||||||||||||||||
| Grosvenor Capital Management Holdings, LLLP | Banking, Finance, Insurance & Real Estate | Amendment 5 Term Loan | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.96 | % | 2/24/2028 | 2,815,150 | 2,813,659 | 2,817,796 | ||||||||||||||||||||||||
| Groupe Solmax Inc. | Environmental Industries | Term Loan (6/21) | Loan | 3M USD SOFR+ | 4.75 | % | 0.75 | % | 10.40 | % | 5/27/2028 | 2,479,747 | 2,115,899 | 2,289,773 | ||||||||||||||||||||||||
| GYP HOLDINGS III CORP. | Construction & Building | 2023 Refinancing Term Loans | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 8.35 | % | 4/25/2030 | 250,000 | 248,786 | 250,625 | ||||||||||||||||||||||||
| Harbor Freight Tools USA, Inc. | Retail | Term Loan B (06/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 10/19/2027 | 3,344,665 | 3,329,534 | 3,317,941 | ||||||||||||||||||||||||
| Helix Gen Funding, LLc | Energy: Electricity | Term Loan | Loan | 1M USD SOFR+ | 4.75 | % | 1.00 | % | 10.10 | % | 12/31/2027 | 991,574 | 972,966 | 992,447 | ||||||||||||||||||||||||
| Hertz Corporation (The) | Transportation: Consumer | Term Loan B | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.08 | % | 6/30/2028 | 500,000 | 490,016 | 493,750 | ||||||||||||||||||||||||
| Hillman Group Inc. (The) (New) | Consumer goods: Durable | Term Loan B-1 (2/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 7/14/2028 | 3,181,350 | 3,177,383 | 3,176,865 | ||||||||||||||||||||||||
| Hilton Domestic Operating Company Inc. | Hotel, Gaming & Leisure | Term Loan B 4 | Loan | 1M USD SOFR+ | 2.00 | % | 0.00 | % | 7.44 | % | 11/8/2030 | 1,500,000 | 1,496,277 | 1,500,810 | ||||||||||||||||||||||||
| Hilton Grand Vacations Borrower LLC | Hotel, Gaming & Leisure | Term Loan (3/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 8/2/2028 | 498,728 | 498,728 | 498,104 | ||||||||||||||||||||||||
| Hilton Grand Vacations Borrower LLC | Hotel, Gaming & Leisure | Term Loan B | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.18 | % | 8/2/2028 | 500,000 | 500,000 | 499,375 | ||||||||||||||||||||||||
| HLF Financing SARL (Herbalife) | Consumer goods: Non-durable | Term Loan B (08/18) | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.96 | % | 8/18/2025 | 3,480,000 | 3,475,798 | 3,455,849 | ||||||||||||||||||||||||
| Holley Purchaser, Inc | Automotive | Term Loan (11/21) | Loan | 3M USD SOFR+ | 3.75 | % | 0.75 | % | 9.40 | % | 11/17/2028 | 2,260,252 | 2,253,200 | 2,136,888 | ||||||||||||||||||||||||
| Howden Group Holdings | Banking, Finance, Insurance & Real Estate | Term Loan (1/21) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.75 | % | 8.75 | % | 11/12/2027 | 2,135,720 | 2,128,773 | 2,131,812 | ||||||||||||||||||||||||
| Hudson River Trading LLC | Banking, Finance, Insurance & Real Estate | Term Loan (3/21) | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 8.46 | % | 3/17/2028 | 5,850,000 | 5,811,835 | 5,801,796 | ||||||||||||||||||||||||
| Hunter Douglas Inc | Consumer goods: Durable | Term Loan B-1 | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.88 | % | 2/26/2029 | 1,979,950 | 1,737,158 | 1,909,582 | ||||||||||||||||||||||||
| Idera, Inc. | High Tech Industries | Term Loan (02/21) | Loan | 3M USD SOFR+ | 3.75 | % | 0.75 | % | 9.28 | % | 3/2/2028 | 4,774,385 | 4,767,842 | 4,714,705 | ||||||||||||||||||||||||
| IMA Financial Group, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (11/23) | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.19 | % | 11/1/2028 | 500,000 | 497,500 | 498,750 | ||||||||||||||||||||||||
| IMA Financial Group, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (10/21) | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.21 | % | 11/1/2028 | 1,965,000 | 1,957,998 | 1,960,088 | ||||||||||||||||||||||||
| INDY US BIDCO, LLC | Services: Business | Term Loan (11/21) | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.10 | % | 3/6/2028 | 2,198,875 | 2,198,096 | 2,112,305 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| INEOS 226 Ltd. | Chemicals, Plastics, & Rubber | Term Loan 3/23 | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.20 | % | 3/13/2030 | 498,750 | 493,951 | 481,917 | ||||||||||||||||||||||||
| Ineos US Finance LLC | Chemicals, Plastics, & Rubber | Term Loan C | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.95 | % | 2/9/2030 | 997,500 | 987,946 | 987,994 | ||||||||||||||||||||||||
| INEOS US PETROCHEM LLC | Chemicals, Plastics, & Rubber | Term Loan B | Loan | 1M USD SOFR+ | 4.25 | % | 0.00 | % | 9.70 | % | 4/3/2029 | 2,464,874 | 2,410,868 | 2,394,009 | ||||||||||||||||||||||||
| Informatica Inc. | High Tech Industries | Term Loan B (10/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.21 | % | 10/27/2028 | 492,500 | 492,222 | 490,776 | ||||||||||||||||||||||||
| Ingram Micro Inc. | Wholesale | Term Loan (09/23) | Loan | 3M USD SOFR+ | 3.00 | % | 0.50 | % | 8.65 | % | 6/30/2028 | 1,095,000 | 1,087,159 | 1,092,263 | ||||||||||||||||||||||||
| Inmar, Inc. | Services: Business | Term Loan (06/23) | Loan | 1M USD SOFR+ | 5.50 | % | 1.00 | % | 10.85 | % | 5/1/2026 | 3,341,625 | 3,239,173 | 3,249,730 | ||||||||||||||||||||||||
| Innophos, Inc. | Chemicals, Plastics, & Rubber | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 8.71 | % | 2/4/2027 | 482,500 | 481,433 | 472,729 | ||||||||||||||||||||||||
| INSTANT BRANDS HOLDINGS INC. (a) | Consumer goods: Durable | Term Loan 4/21 | Loan | Prime | 4.00 | % | 0.75 | % | 14.50 | % | 4/7/2028 | 3,942,576 | 3,928,417 | 285,009 | ||||||||||||||||||||||||
| INSTANT BRANDS HOLDINGS INC. (a) | Consumer goods: Durable | PIK DIP Term Loan | Loan | 1M USD SOFR+ | 10.00 | % | 1.00 | % | 15.46 | % | 12/12/2023 | 1,505,449 | 1,447,846 | 1,543,085 | ||||||||||||||||||||||||
| IRB Holding Corporation | Beverage, Food & Tobacco | Term Loan B (1/22) | Loan | 1M USD SOFR+ | 3.00 | % | 0.75 | % | 8.45 | % | 12/15/2027 | 496,221 | 491,846 | 495,219 | ||||||||||||||||||||||||
| Isagenix International, LLC | Beverage, Food & Tobacco | Term Loan | Loan | 6M USD SOFR+ | 2.50 | % | 0.00 | % | 8.04 | % | 4/13/2028 | 1,231,904 | 797,368 | 1,047,119 | ||||||||||||||||||||||||
| Isolved Inc. | Services: Business | Term Loan | Loan | 6M USD SOFR+ | 4.00 | % | 0.50 | % | 9.48 | % | 10/5/2030 | 625,000 | 618,832 | 624,219 | ||||||||||||||||||||||||
| Jane Street Group | Banking, Finance, Insurance & Real Estate | Term Loan (1/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.21 | % | 1/31/2028 | 3,890,000 | 3,888,510 | 3,890,739 | ||||||||||||||||||||||||
| Journey Personal Care Corp. | Consumer goods: Non-durable | Term Loan B | Loan | 6M USD LIBOR+ | 4.25 | % | 0.75 | % | 9.98 | % | 3/1/2028 | 977,500 | 974,155 | 941,333 | ||||||||||||||||||||||||
| JP Intermediate B, LLC | Consumer goods: Non-durable | Term Loan 7/23 | Loan | 3M USD SOFR+ | 5.50 | % | 1.00 | % | 11.14 | % | 11/20/2027 | 3,456,884 | 3,441,879 | 622,239 | ||||||||||||||||||||||||
| Kleopatra Finco S.a r.l. | Containers, Packaging & Glass | Term Loan (1/21) (USD) | Loan | 6M USD SOFR+ | 4.73 | % | 0.50 | % | 10.48 | % | 2/12/2026 | 1,462,500 | 1,459,970 | 1,346,421 | ||||||||||||||||||||||||
| Kodiak BP, LLC | Construction & Building | Term Loan | Loan | 3M USD SOFR+ | 3.25 | % | 0.75 | % | 8.90 | % | 3/13/2028 | 487,430 | 486,463 | 484,788 | ||||||||||||||||||||||||
| Koppers Inc | Chemicals, Plastics, & Rubber | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.93 | % | 4/10/2030 | 997,500 | 969,191 | 999,994 | ||||||||||||||||||||||||
| KREF Holdings X LLC | Banking, Finance, Insurance & Real Estate | Term Loan (11/21) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.94 | % | 9/1/2027 | 487,566 | 480,274 | 477,814 | ||||||||||||||||||||||||
| Lakeland Tours, LLC | Hotel, Gaming & Leisure | Holdco Fixed Term Loan | Loan | - | 0.00 | % | 0.00 | % | 8.00 | % | 9/27/2027 | 1,127,568 | 554,262 | 834,400 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Lealand Finance Company B.V. | Energy: Oil & Gas | Exit Term Loan | Loan | 1M USD SOFR+ | 1.00 | % | 0.00 | % | 6.46 | % | 6/30/2025 | 353,067 | 353,067 | 156,673 | ||||||||||||||||||||||||
| LHS BORROWER, LLC | Construction & Building | Term Loan (02/22) | Loan | 1M USD SOFR+ | 4.75 | % | 0.50 | % | 10.20 | % | 2/16/2029 | 2,482,172 | 2,076,065 | 2,181,209 | ||||||||||||||||||||||||
| Lifetime Brands, Inc | Consumer goods: Non-durable | Term Loan | Loan | 1M USD SOFR+ | 5.50 | % | 1.00 | % | 10.94 | % | 8/26/2027 | 1,659,313 | 1,652,811 | 1,568,051 | ||||||||||||||||||||||||
| Liquid Tech Solutions Holdings, LLC | Services: Business | Term Loan | Loan | 3M USD SOFR+ | 4.75 | % | 0.75 | % | 10.40 | % | 3/17/2028 | 977,500 | 975,116 | 959,582 | ||||||||||||||||||||||||
| LogMeIn, Inc. | High Tech Industries | Term Loan (8/20) | Loan | 3M USD SOFR+ | 4.75 | % | 0.00 | % | 10.28 | % | 8/31/2027 | 3,890,000 | 3,845,562 | 2,547,950 | ||||||||||||||||||||||||
| LOYALTY VENTURES INC. (a) | Services: Business | Term Loan B | Loan | Prime | 5.50 | % | 0.50 | % | 14.00 | % | 11/3/2027 | 2,913,525 | 2,901,389 | 26,717 | ||||||||||||||||||||||||
| LPL Holdings, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B1 | Loan | 1M USD SOFR+ | 1.75 | % | 0.00 | % | 7.17 | % | 11/11/2026 | 1,198,517 | 1,197,542 | 1,197,271 | ||||||||||||||||||||||||
| LSF11 A5 HOLDCO LLC | Chemicals, Plastics, & Rubber | Term Loan (01/23) | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 9.70 | % | 10/14/2028 | 1,496,250 | 1,476,730 | 1,479,103 | ||||||||||||||||||||||||
| LSF11 A5 HOLDCO LLC | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.96 | % | 10/16/2028 | 246,250 | 245,423 | 242,125 | ||||||||||||||||||||||||
| LSF11 TRINITY BIDCO INC | Aerospace & Defense | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.00 | % | 9.57 | % | 6/14/2030 | 997,500 | 983,188 | 997,500 | ||||||||||||||||||||||||
| LSF9 Atlantis Holdings, LLC (A Wireless) | Retail | Term Loan B | Loan | 3M USD SOFR+ | 7.25 | % | 0.75 | % | 12.64 | % | 3/29/2029 | 2,812,500 | 2,734,432 | 2,635,847 | ||||||||||||||||||||||||
| MAGNITE, INC. | Services: Business | Term Loan | Loan | 1M USD SOFR+ | 5.00 | % | 0.75 | % | 10.46 | % | 4/28/2028 | 2,942,374 | 2,884,940 | 2,946,581 | ||||||||||||||||||||||||
| Marriott Ownership Resorts, Inc. | Hotel, Gaming & Leisure | Term Loan (11/19) | Loan | 1M USD SOFR+ | 1.75 | % | 0.00 | % | 7.20 | % | 8/29/2025 | 1,317,074 | 1,317,074 | 1,312,793 | ||||||||||||||||||||||||
| Match Group, Inc, The | Services: Consumer | Term Loan (1/20) | Loan | 3M USD SOFR+ | 1.75 | % | 0.00 | % | 7.30 | % | 2/15/2027 | 250,000 | 249,714 | 248,673 | ||||||||||||||||||||||||
| Mayfield Agency Borrower Inc. (FeeCo) | Banking, Finance, Insurance & Real Estate | Term Loan B (02/23) | Loan | 1M USD SOFR+ | 5.00 | % | 0.00 | % | 10.45 | % | 2/27/2028 | 3,441,375 | 3,350,332 | 3,446,399 | ||||||||||||||||||||||||
| McGraw-Hill Education, Inc. | Media: Advertising, Printing & Publishing | Term Loan (07/21) | Loan | 1M USD SOFR+ | 4.75 | % | 0.50 | % | 10.21 | % | 7/28/2028 | 1,960,000 | 1,944,688 | 1,922,544 | ||||||||||||||||||||||||
| MedAssets Software Inter Hldg, Inc. | High Tech Industries | Term Loan (11/21) (USD) | Loan | 1M USD SOFR+ | 4.00 | % | 0.50 | % | 9.46 | % | 12/18/2028 | 492,500 | 489,926 | 388,051 | ||||||||||||||||||||||||
| Mermaid Bidco Inc. | High Tech Industries | Term Loan B2 | Loan | 3M USD SOFR+ | 4.50 | % | 0.75 | % | 9.90 | % | 12/22/2027 | 1,971,366 | 1,951,214 | 1,970,143 | ||||||||||||||||||||||||
| Michaels Companies Inc | Retail | Term Loan B (Magic Mergeco) | Loan | 3M USD SOFR+ | 4.25 | % | 0.75 | % | 9.90 | % | 4/8/2028 | 2,448,662 | 2,434,987 | 1,857,922 | ||||||||||||||||||||||||
| MKS Instruments, Inc. | High Tech Industries | Term Loan B | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.82 | % | 8/17/2029 | 1,500,000 | 1,496,324 | 1,495,620 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Momentive Performance Materials Inc. | Chemicals, Plastics, & Rubber | Term Loan (03/23) | Loan | 1M USD SOFR+ | 4.50 | % | 0.00 | % | 9.85 | % | 3/28/2028 | 497,500 | 479,421 | 475,610 | ||||||||||||||||||||||||
| Moneygram International, Inc. | Services: Business | Term Loan | Loan | 3M USD SOFR+ | 5.50 | % | 0.50 | % | 10.91 | % | 5/31/2030 | 2,500,000 | 2,120,669 | 2,381,250 | ||||||||||||||||||||||||
| Mosel Bidco SE | High Tech Industries | Term Loan B | Loan | 3M USD SOFR+ | 4.75 | % | 0.50 | % | 10.14 | % | 9/16/2030 | 500,000 | 495,100 | 499,375 | ||||||||||||||||||||||||
| MPH Acquisition Holdings LLC (Multiplan) | Services: Business | Term Loan B (08/21) | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.90 | % | 9/1/2028 | 2,969,697 | 2,732,570 | 2,812,303 | ||||||||||||||||||||||||
| NAB Holdings, LLC (North American Bancard) | Banking, Finance, Insurance & Real Estate | Term Loan (11/21) | Loan | 3M USD SOFR+ | 3.00 | % | 0.50 | % | 8.54 | % | 11/23/2028 | 2,947,500 | 2,942,337 | 2,943,816 | ||||||||||||||||||||||||
| Napa Management Services Corp | Healthcare & Pharmaceuticals | Term Loan B (02/22) | Loan | 1M USD SOFR+ | 5.25 | % | 0.75 | % | 10.70 | % | 2/22/2029 | 2,977,330 | 2,436,226 | 2,476,781 | ||||||||||||||||||||||||
| Natgasoline LLC | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.96 | % | 11/14/2025 | 3,314,598 | 3,302,114 | 3,289,738 | ||||||||||||||||||||||||
| National Mentor Holdings, Inc. | Healthcare & Pharmaceuticals | Term Loan 2/21 | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 9.20 | % | 3/2/2028 | 2,715,157 | 2,707,940 | 2,458,928 | ||||||||||||||||||||||||
| National Mentor Holdings, Inc. | Healthcare & Pharmaceuticals | Term Loan C 2/21 | Loan | 3M USD SOFR+ | 3.75 | % | 0.75 | % | 9.24 | % | 3/2/2028 | 87,464 | 87,202 | 79,210 | ||||||||||||||||||||||||
| Nexstar Broadcasting, Inc. (Mission Broadcasting) | Media: Broadcasting & Subscription | Term Loan | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.96 | % | 9/18/2026 | 657,625 | 653,653 | 657,007 | ||||||||||||||||||||||||
| Next Level Apparel, Inc. | Retail | Term Loan | Loan | 3M USD SOFR+ | 7.50 | % | 1.00 | % | 13.00 | % | 8/9/2024 | 2,627,584 | 2,586,255 | 1,970,688 | ||||||||||||||||||||||||
| NortonLifeLock Inc. | High Tech Industries | Term Loan B | Loan | 1M USD SOFR+ | 2.00 | % | 0.50 | % | 7.45 | % | 9/12/2029 | 1,244,848 | 1,239,968 | 1,241,026 | ||||||||||||||||||||||||
| Nouryon Finance B.V. | Chemicals, Plastics, & Rubber | Term Loan B | Loan | 1M USD SOFR+ | 4.00 | % | 0.00 | % | 9.42 | % | 4/3/2028 | 498,750 | 493,763 | 494,800 | ||||||||||||||||||||||||
| Nouryon Finance B.V. | Chemicals, Plastics, & Rubber | Term Loan (05/23) | Loan | 3M USD SOFR+ | 4.00 | % | 0.00 | % | 9.47 | % | 4/3/2028 | 500,000 | 495,075 | 495,780 | ||||||||||||||||||||||||
| Novae LLC | Automotive | Term Loan B | Loan | 1M USD SOFR+ | 5.00 | % | 0.75 | % | 10.43 | % | 12/22/2028 | 1,970,000 | 1,958,410 | 1,883,813 | ||||||||||||||||||||||||
| Nuvei Technologies Corp. | High Tech Industries | US Term Loan | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.96 | % | 9/29/2025 | 2,199,375 | 2,197,567 | 2,196,978 | ||||||||||||||||||||||||
| Olaplex, Inc. | Consumer goods: Non-durable | Term Loan (2/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.95 | % | 2/23/2029 | 2,473,665 | 2,379,080 | 2,261,647 | ||||||||||||||||||||||||
| Open Text Corporation | High Tech Industries | Term Loan B (08/23) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.20 | % | 1/31/2030 | 1,457,369 | 1,416,604 | 1,458,827 | ||||||||||||||||||||||||
| Organon & Co. | Healthcare & Pharmaceuticals | Term Loan USD | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.44 | % | 6/2/2028 | 2,118,750 | 2,112,032 | 2,113,453 | ||||||||||||||||||||||||
| Oxbow Carbon, LLC | Metals & Mining | Term Loan B (04/23) | Loan | 3M USD SOFR+ | 4.00 | % | 0.50 | % | 9.49 | % | 5/2/2030 | 498,750 | 489,222 | 497,817 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| PACIFIC DENTAL SERVICES, LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.75 | % | 8.96 | % | 4/21/2028 | 897,704 | 896,605 | 896,304 | ||||||||||||||||||||||||
| Pacific Gas & Electric | Utilities: Electric | Term Loan | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.46 | % | 6/18/2025 | 1,453,675 | 1,450,940 | 1,452,992 | ||||||||||||||||||||||||
| PACTIV EVERGREEN GROUP HOLDINGS INC. | Containers, Packaging & Glass | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.71 | % | 9/20/2028 | 975,000 | 971,601 | 974,961 | ||||||||||||||||||||||||
| Padagis LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD SOFR+ | 4.75 | % | 0.50 | % | 10.43 | % | 7/6/2028 | 941,176 | 934,257 | 880,000 | ||||||||||||||||||||||||
| PAR PETROLEUM LLC | Energy: Oil & Gas | Term Loan 2/23 | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.74 | % | 2/27/2030 | 2,489,994 | 2,465,456 | 2,482,723 | ||||||||||||||||||||||||
| PATAGONIA HOLDCO LLC | Telecommunications | Term Loan B | Loan | 3M USD SOFR+ | 5.75 | % | 0.50 | % | 11.12 | % | 8/1/2029 | 1,980,000 | 1,667,115 | 1,732,500 | ||||||||||||||||||||||||
| Pathway Partners Vet Management Company LLC | Services: Business | Term Loan | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.21 | % | 3/30/2027 | 482,785 | 476,627 | 424,450 | ||||||||||||||||||||||||
| PCI Gaming Authority | Hotel, Gaming & Leisure | Term Loan | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.96 | % | 5/29/2026 | 809,038 | 807,346 | 808,488 | ||||||||||||||||||||||||
| PEARLS (Netherlands) Bidco B.V. | Chemicals, Plastics, & Rubber | USD Term Loan (02/22) | Loan | 3M USD SOFR+ | 3.75 | % | 0.50 | % | 9.13 | % | 2/28/2029 | 985,000 | 983,406 | 973,919 | ||||||||||||||||||||||||
| PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC | Healthcare & Pharmaceuticals | Term Loan (12/22) | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.71 | % | 12/29/2028 | 1,478,391 | 1,473,623 | 1,399,549 | ||||||||||||||||||||||||
| Penn National Gaming, Inc | Hotel, Gaming & Leisure | Term Loan B | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.20 | % | 5/3/2029 | 987,500 | 983,469 | 986,937 | ||||||||||||||||||||||||
| Peraton Corp. | Aerospace & Defense | Term Loan B | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 9.20 | % | 2/1/2028 | 5,250,093 | 5,236,942 | 5,213,553 | ||||||||||||||||||||||||
| PHYSICIAN PARTNERS, LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD SOFR+ | 4.00 | % | 0.50 | % | 9.53 | % | 12/23/2028 | 2,966,209 | 2,904,698 | 2,794,406 | ||||||||||||||||||||||||
| Pike Corporation | Construction & Building | Term Loan (8/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.85 | % | 1/21/2028 | 495,000 | 484,990 | 494,941 | ||||||||||||||||||||||||
| Pitney Bowes Inc | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 4.00 | % | 0.00 | % | 9.46 | % | 3/17/2028 | 3,909,849 | 3,886,929 | 3,795,016 | ||||||||||||||||||||||||
| Plastipak Holdings Inc. | Containers, Packaging & Glass | Term Loan B (11/21) | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.95 | % | 12/1/2028 | 1,906,176 | 1,899,212 | 1,902,612 | ||||||||||||||||||||||||
| Playtika Holding Corp. | High Tech Industries | Term Loan B (3/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.21 | % | 3/13/2028 | 4,387,500 | 4,381,054 | 4,355,691 | ||||||||||||||||||||||||
| PMHC II, INC. | Chemicals, Plastics, & Rubber | Term Loan (02/22) | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.81 | % | 4/21/2029 | 1,980,000 | 1,972,003 | 1,769,011 | ||||||||||||||||||||||||
| PointClickCare Technologies, Inc. | High Tech Industries | Term Loan B | Loan | 6M USD SOFR+ | 3.00 | % | 0.75 | % | 8.76 | % | 12/29/2027 | 487,500 | 485,978 | 486,281 | ||||||||||||||||||||||||
| Polymer Process Holdings, Inc. | Containers, Packaging & Glass | Term Loan | Loan | 1M USD SOFR+ | 4.75 | % | 0.75 | % | 10.21 | % | 2/12/2028 | 5,362,500 | 5,324,344 | 4,985,463 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Pre-Paid Legal Services, Inc. | Services: Consumer | Term Loan (12/21) | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.21 | % | 12/15/2028 | 2,955,000 | 2,935,606 | 2,923,854 | ||||||||||||||||||||||||
| Presidio, Inc. | Services: Business | Term Loan B (1/20) | Loan | 3M USD SOFR+ | 3.50 | % | 0.00 | % | 8.98 | % | 1/22/2027 | 483,750 | 483,344 | 483,508 | ||||||||||||||||||||||||
| Prime Security Services Borrower, LLC (ADT) | Services: Consumer | Term Loan B (10/23) | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.83 | % | 10/11/2030 | 2,000,000 | 1,980,233 | 2,000,140 | ||||||||||||||||||||||||
| PRIORITY HOLDINGS, LLC | Services: Consumer | Term Loan | Loan | 1M USD SOFR+ | 5.75 | % | 1.00 | % | 11.21 | % | 4/27/2027 | 2,932,500 | 2,913,181 | 2,921,503 | ||||||||||||||||||||||||
| PriSo Acquisition Corporation | Construction & Building | Term Loan (01/21) | Loan | 3M USD SOFR+ | 3.25 | % | 0.75 | % | 8.91 | % | 12/28/2027 | 487,493 | 485,875 | 469,324 | ||||||||||||||||||||||||
| Project Leopard Holdings, Inc. (NEW) | High Tech Industries | Term Loan B (06/22) | Loan | 3M USD SOFR+ | 5.25 | % | 0.50 | % | 10.73 | % | 7/20/2029 | 992,500 | 932,308 | 861,619 | ||||||||||||||||||||||||
| Propulsion (BC) Finco | Aerospace & Defense | Term Loan | Loan | 3M USD SOFR+ | 3.75 | % | 0.50 | % | 9.14 | % | 9/14/2029 | 750,000 | 742,500 | 747,855 | ||||||||||||||||||||||||
| PUG LLC | Services: Consumer | Term Loan B (02/20) | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.96 | % | 2/12/2027 | 476,413 | 475,263 | 460,634 | ||||||||||||||||||||||||
| Quartz AcquireCo, LLC | High Tech Industries | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.85 | % | 6/28/2030 | 1,000,000 | 990,335 | 1,000,000 | ||||||||||||||||||||||||
| QUEST BORROWER LIMITED | High Tech Industries | Term Loan (1/22) | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.78 | % | 2/1/2029 | 1,975,000 | 1,959,333 | 1,438,788 | ||||||||||||||||||||||||
| Rackspace Technology Global, Inc. | High Tech Industries | Term Loan (1/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.75 | % | 8.19 | % | 2/15/2028 | 2,952,114 | 2,872,658 | 1,203,902 | ||||||||||||||||||||||||
| RAND PARENT LLC | Transportation: Cargo | Term Loan B | Loan | 3M USD SOFR+ | 4.25 | % | 0.00 | % | 9.64 | % | 3/16/2030 | 2,487,500 | 2,404,220 | 2,436,506 | ||||||||||||||||||||||||
| RealPage, Inc. | High Tech Industries | Term Loan (04/21) | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.46 | % | 4/24/2028 | 980,000 | 978,635 | 954,892 | ||||||||||||||||||||||||
| Recess Holdings, Inc. | Consumer goods: Durable | Term Loan B | Loan | 3M USD SOFR+ | 4.00 | % | 1.00 | % | 9.39 | % | 3/17/2027 | 1,000,000 | 990,639 | 998,130 | ||||||||||||||||||||||||
| Rent-A-Center, Inc. | Retail | Term Loan B2 (9/21) | Loan | 6M USD SOFR+ | 3.25 | % | 0.50 | % | 9.12 | % | 2/17/2028 | 1,865,209 | 1,831,318 | 1,858,215 | ||||||||||||||||||||||||
| Research Now Group, Inc | Media: Advertising, Printing & Publishing | Term Loan | Loan | 3M USD SOFR+ | 5.50 | % | 1.00 | % | 11.14 | % | 12/20/2024 | 4,264,202 | 4,235,793 | 3,156,832 | ||||||||||||||||||||||||
| Resideo Funding Inc. | Services: Consumer | Term Loan (1/21) | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.69 | % | 2/11/2028 | 1,462,500 | 1,461,040 | 1,463,231 | ||||||||||||||||||||||||
| Resolute Investment Managers (American Beacon), Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (10/20) | Loan | 3M USD SOFR+ | 4.25 | % | 1.00 | % | 9.79 | % | 4/30/2024 | 3,004,051 | 3,002,736 | 1,903,817 | ||||||||||||||||||||||||
| Restoration Hardware, Inc. | Retail | Term Loan (9/21) | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.96 | % | 10/20/2028 | 3,436,140 | 3,431,061 | 3,242,857 | ||||||||||||||||||||||||
| Reynolds Consumer Products LLC | Containers, Packaging & Glass | Term Loan | Loan | 1M USD SOFR+ | 1.75 | % | 0.00 | % | 7.17 | % | 1/29/2027 | 1,148,220 | 1,148,220 | 1,147,347 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| Reynolds Group Holdings Inc. | Containers, Packaging & Glass | Term Loan B2 | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 8.71 | % | 2/5/2026 | 1,933,578 | 1,928,916 | 1,935,918 | ||||||||||||||||||||||||
| Russell Investments US Inst’l Holdco, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (10/20) | Loan | 1M USD SOFR+ | 3.50 | % | 1.00 | % | 8.92 | % | 6/2/2025 | 5,503,217 | 5,484,868 | 5,146,884 | ||||||||||||||||||||||||
| RV Retailer LLC | Automotive | Term Loan | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 9.19 | % | 2/8/2028 | 2,935,225 | 2,896,162 | 2,348,180 | ||||||||||||||||||||||||
| Ryan Specialty Group LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 3.00 | % | 0.75 | % | 8.45 | % | 9/1/2027 | 1,467,278 | 1,457,466 | 1,467,278 | ||||||||||||||||||||||||
| S&S HOLDINGS LLC | Services: Business | Term Loan | Loan | 3M USD SOFR+ | 5.00 | % | 0.50 | % | 10.50 | % | 3/10/2028 | 2,439,950 | 2,397,129 | 2,353,332 | ||||||||||||||||||||||||
| Sally Holdings LLC | Retail | Term Loan B | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.60 | % | 2/28/2030 | 497,500 | 494,003 | 497,500 | ||||||||||||||||||||||||
| Schweitzer-Mauduit International, Inc. | High Tech Industries | Term Loan B | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 9.21 | % | 4/20/2028 | 2,932,500 | 2,921,724 | 2,888,513 | ||||||||||||||||||||||||
| Scientific Games Holdings LP | Hotel, Gaming & Leisure | Term Loan B | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.91 | % | 4/4/2029 | 495,000 | 494,105 | 492,129 | ||||||||||||||||||||||||
| Sedgwick Claims Management Services, Inc. | Services: Business | Term Loan B 2/23 | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.10 | % | 2/17/2028 | 995,000 | 986,084 | 995,746 | ||||||||||||||||||||||||
| SETANTA AIRCRAFT LEASING DAC | Aerospace & Defense | Term Loan | Loan | 3M USD SOFR+ | 2.00 | % | 0.00 | % | 7.65 | % | 11/2/2028 | 1,000,000 | 998,223 | 999,690 | ||||||||||||||||||||||||
| Sitel Worldwide Corporation | Services: Business | USD Term Loan (7/21) | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.21 | % | 8/28/2028 | 1,960,000 | 1,953,329 | 1,868,860 | ||||||||||||||||||||||||
| SiteOne Landscape Supply, LLC | Services: Business | Term Loan (3/21) | Loan | 1M USD SOFR+ | 2.00 | % | 0.50 | % | 7.46 | % | 3/18/2028 | 1,270,636 | 1,264,813 | 1,270,636 | ||||||||||||||||||||||||
| SMG US Midco 2, Inc. | Services: Business | Term Loan (01/20) | Loan | 3M USD SOFR+ | 2.50 | % | 0.00 | % | 8.14 | % | 1/23/2025 | 481,250 | 481,250 | 481,009 | ||||||||||||||||||||||||
| Smyrna Ready Mix Concrete, LLC | Construction & Building | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.83 | % | 4/1/2029 | 514,217 | 510,649 | 514,217 | ||||||||||||||||||||||||
| Sotheby’s | Services: Business | Term Loan (7/21) | Loan | 3M USD SOFR+ | 4.50 | % | 0.50 | % | 10.16 | % | 1/15/2027 | 3,199,197 | 3,165,699 | 3,108,212 | ||||||||||||||||||||||||
| Sparta U.S. HoldCo LLC | Chemicals, Plastics, & Rubber | Term Loan (04/21) | Loan | 1M USD SOFR+ | 3.25 | % | 0.75 | % | 8.68 | % | 8/2/2028 | 1,965,000 | 1,958,268 | 1,943,955 | ||||||||||||||||||||||||
| Specialty Pharma III Inc. | Services: Business | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.75 | % | 9.70 | % | 3/31/2028 | 1,960,000 | 1,946,802 | 1,901,200 | ||||||||||||||||||||||||
| Spin Holdco, Inc. | Services: Consumer | Term Loan 3/21 | Loan | 3M USD SOFR+ | 4.00 | % | 0.75 | % | 9.66 | % | 3/4/2028 | 2,925,000 | 2,914,050 | 2,530,652 | ||||||||||||||||||||||||
| Spirit Aerosystems Inc. | Aerospace & Defense | Term Loan | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.62 | % | 1/14/2027 | - | 3,010 | - | ||||||||||||||||||||||||
| SRAM, LLC | Consumer goods: Durable | Term Loan (05/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.94 | % | 5/12/2028 | 2,654,545 | 2,651,633 | 2,637,955 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| STANDARD INDUSTRIES INC. | Construction & Building | Term Loan B | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.70 | % | 9/22/2028 | 622,750 | 618,411 | 622,750 | ||||||||||||||||||||||||
| Staples, Inc. | Wholesale | Term Loan (03/19) | Loan | 1M USD SOFR+ | 5.00 | % | 0.00 | % | 10.43 | % | 4/16/2026 | 4,307,528 | 4,232,220 | 3,927,647 | ||||||||||||||||||||||||
| Star Parent, Inc. | Services: Business | Term Loan B (09/23) | Loan | 3M USD SOFR+ | 4.00 | % | 0.00 | % | 9.39 | % | 9/19/2030 | 1,250,000 | 1,231,694 | 1,220,663 | ||||||||||||||||||||||||
| Storable, Inc | High Tech Industries | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.85 | % | 4/17/2028 | 491,250 | 490,647 | 486,686 | ||||||||||||||||||||||||
| Summit Materials, LLC | Metals & Mining | Term Loan B (12/22) | Loan | 6M USD SOFR+ | 3.00 | % | 0.00 | % | 8.57 | % | 12/13/2027 | 248,125 | 246,032 | 248,311 | ||||||||||||||||||||||||
| Superannuation & Investments US LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 9.21 | % | 12/1/2028 | 982,500 | 975,039 | 980,348 | ||||||||||||||||||||||||
| Sweetwater Borrower, LLC | Retail | Term Loan (8/21) | Loan | 1M USD SOFR+ | 4.25 | % | 0.75 | % | 9.71 | % | 8/2/2028 | 1,897,331 | 1,817,038 | 1,864,128 | ||||||||||||||||||||||||
| Syncsort Incorporated | High Tech Industries | Term Loan B (10/21) | Loan | 3M USD SOFR+ | 4.00 | % | 0.75 | % | 9.64 | % | 4/24/2028 | 2,451,228 | 2,450,470 | 2,389,947 | ||||||||||||||||||||||||
| Ta TT Buyer LLC | Media: Broadcasting & Subscription | Term Loan 3/22 | Loan | 3M USD SOFR+ | 5.00 | % | 0.50 | % | 10.39 | % | 4/2/2029 | 990,000 | 981,723 | 987,525 | ||||||||||||||||||||||||
| Tenable Holdings, Inc. | Services: Business | Term Loan B (6/21) | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 8.21 | % | 7/7/2028 | 982,500 | 980,870 | 980,044 | ||||||||||||||||||||||||
| Teneo Holdings LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 5.25 | % | 1.00 | % | 10.70 | % | 7/15/2025 | 4,349,239 | 4,311,114 | 4,335,669 | ||||||||||||||||||||||||
| Ten-X, LLC | Banking, Finance, Insurance & Real Estate | Term Loan 5/23 | Loan | 1M USD SOFR+ | 6.00 | % | 0.00 | % | 11.35 | % | 5/25/2028 | 1,885,000 | 1,884,599 | 1,791,334 | ||||||||||||||||||||||||
| The Dun & Bradstreet Corporation | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 8.34 | % | 1/18/2029 | 246,250 | 244,835 | 246,250 | ||||||||||||||||||||||||
| The Dun & Bradstreet Corporation | Services: Business | Term Loan B (7/23) | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.19 | % | 2/6/2026 | 905,556 | 905,108 | 905,701 | ||||||||||||||||||||||||
| Thor Industries, Inc. | Automotive | Term Loan B2 | Loan | 1M USD SOFR+ | 2.75 | % | 0.00 | % | 8.07 | % | 11/15/2030 | 847,276 | 838,835 | 849,394 | ||||||||||||||||||||||||
| Torrid LLC | Wholesale | Term Loan 5/21 | Loan | 6M USD SOFR+ | 5.50 | % | 0.75 | % | 11.26 | % | 6/14/2028 | 3,339,681 | 2,907,402 | 2,237,586 | ||||||||||||||||||||||||
| TORY BURCH LLC | Retail | Term Loan | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 8.71 | % | 4/15/2028 | 2,314,001 | 2,172,572 | 2,287,321 | ||||||||||||||||||||||||
| Tosca Services, LLC | Containers, Packaging & Glass | Term Loan (2/21) | Loan | 3M USD SOFR+ | 3.50 | % | 0.75 | % | 9.14 | % | 8/18/2027 | 486,250 | 482,017 | 399,941 | ||||||||||||||||||||||||
| Trans Union LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.71 | % | 12/1/2028 | 619,597 | 618,540 | 619,386 | ||||||||||||||||||||||||
| Transdigm, Inc. | Aerospace & Defense | Term Loan H | Loan | 3M USD SOFR+ | 3.25 | % | 0.00 | % | 8.64 | % | 2/21/2027 | 1,978,420 | 1,975,263 | 1,979,349 | ||||||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | ||||||||||||||||||||||||||||
| TRITON WATER HOLDINGS, INC. | Beverage, Food & Tobacco | Term Loan (03/21) | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 8.90 | % | 3/31/2028 | 1,466,253 | 1,461,285 | 1,440,594 | ||||||||||||||||||||||||
| Tronox Finance LLC | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.96 | % | 3/10/2028 | 346,923 | 346,508 | 342,285 | ||||||||||||||||||||||||
| Tronox Finance LLC | Chemicals, Plastics, & Rubber | Incremental Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.85 | % | 8/11/2028 | 2,000,000 | 1,980,723 | 1,989,380 | ||||||||||||||||||||||||
| TruGreen Limited Partnership | Services: Consumer | Term Loan | Loan | 1M USD SOFR+ | 4.00 | % | 0.75 | % | 9.45 | % | 10/29/2027 | 947,196 | 942,620 | 887,324 | ||||||||||||||||||||||||
| Uber Technologies, Inc. | Transportation: Consumer | Term Loan 2/23 | Loan | 3M USD SOFR+ | 2.75 | % | 0.00 | % | 8.16 | % | 2/27/2030 | 396,688 | 395,747 | 397,434 | ||||||||||||||||||||||||
| Ultra Clean Holdings, Inc. | High Tech Industries | Incremental Term Loan 3/21 | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 9.21 | % | 8/27/2025 | 769,730 | 768,007 | 769,968 | ||||||||||||||||||||||||
| Unimin Corporation | Metals & Mining | Term Loan (12/20) | Loan | 3M USD SOFR+ | 4.00 | % | 1.00 | % | 9.68 | % | 7/31/2026 | 496,815 | 480,224 | 491,936 | ||||||||||||||||||||||||
| United Natural Foods, Inc | Beverage, Food & Tobacco | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 8.71 | % | 10/22/2025 | 1,270,714 | 1,243,594 | 1,265,263 | ||||||||||||||||||||||||
| Univision Communications Inc. | Media: Broadcasting & Subscription | Term Loan B (6/21) | Loan | 1M USD SOFR+ | 3.25 | % | 0.75 | % | 8.71 | % | 3/15/2026 | 2,428,019 | 2,423,974 | 2,423,770 | ||||||||||||||||||||||||
| Univision Communications Inc. | Media: Broadcasting & Subscription | Term Loan B (6/22) | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.64 | % | 6/25/2029 | 246,875 | 240,628 | 246,413 | ||||||||||||||||||||||||
| USI T/L (09/23) | Term Loan (09/23) | Loan | - | 2 | - | |||||||||||||||||||||||||||||||||
| Utz Quality Foods, LLC | Beverage, Food & Tobacco | Term Loan B | Loan | 3M USD SOFR+ | 3.00 | % | 0.00 | % | 8.64 | % | 1/20/2028 | 1,814,474 | 1,813,602 | 1,811,643 | ||||||||||||||||||||||||
| Vaco Holdings, LLC | Services: Business | Term Loan (01/22) | Loan | 6M USD SOFR+ | 5.00 | % | 0.75 | % | 10.59 | % | 1/19/2029 | 2,324,466 | 2,264,168 | 2,243,110 | ||||||||||||||||||||||||
| Vericast Corp. | Media: Advertising, Printing & Publishing | Term Loan | Loan | 3M USD SOFR+ | 7.75 | % | 1.00 | % | 13.40 | % | 6/15/2026 | 1,201,006 | 1,200,103 | 1,138,950 | ||||||||||||||||||||||||
| Verifone Systems, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (7/18) | Loan | 3M USD SOFR+ | 4.00 | % | 0.00 | % | 9.64 | % | 8/20/2025 | 1,357,316 | 1,354,603 | 1,284,197 | ||||||||||||||||||||||||
| Vertex Aerospace Services Corp | Aerospace & Defense | Term Loan (10/21) | Loan | 1M USD SOFR+ | 3.25 | % | 0.75 | % | 8.70 | % | 12/6/2028 | 985,000 | 981,666 | 983,926 | ||||||||||||||||||||||||
| VFH Parent LLC | Banking, Finance, Insurance & Real Estate | Term Loan (01/22) | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.45 | % | 1/12/2029 | 3,069,879 | 3,064,493 | 3,059,135 | ||||||||||||||||||||||||
| Viasat Inc | Telecommunications | Term Loan (2/22) | Loan | 1M USD SOFR+ | 4.50 | % | 0.50 | % | 9.85 | % | 3/2/2029 | 2,974,912 | 2,913,288 | 2,859,218 | ||||||||||||||||||||||||
| Virtus Investment Partners, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B (9/21) | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.71 | % | 9/28/2028 | 2,830,909 | 2,824,386 | 2,823,832 | ||||||||||||||||||||||||
| Vistra Energy Corp | Utilities: Electric | 2018 Incremental Term Loan | Loan | 1M USD SOFR+ | 1.75 | % | 0.00 | % | 7.21 | % | 12/31/2025 | 889,393 | 889,296 | 889,508 | ||||||||||||||||||||||||
| Vizient, Inc | Healthcare & Pharmaceuticals | Term Loan 4/22 | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 7.70 | % | 5/16/2029 | 493,750 | 489,630 | 494,367 | ||||||||||||||||||||||||
| VM Consolidated, Inc. | Construction & Building | Term Loan B (3/21) | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 8.71 | % | 3/24/2028 | 1,847,267 | 1,845,878 | 1,851,497 | ||||||||||||||||||||||||
| Vouvray US Finance LLC | High Tech Industries | Term Loan | Loan | 1M USD SOFR+ | 6.00 | % | 1.00 | % | 11.35 | % | 9/30/2025 | 467,500 | 467,500 | 461,268 | ||||||||||||||||||||||||
| Walker & Dunlop, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B (12/22) | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 8.45 | % | 12/15/2028 | 497,500 | 488,708 | 495,013 | ||||||||||||||||||||||||
| Warner Music Group Corp. (WMG Acquisition Corp.) | Hotel, Gaming & Leisure | Term Loan G | Loan | 1M USD SOFR+ | 2.13 | % | 0.00 | % | 7.59 | % | 1/20/2028 | 1,250,000 | 1,249,887 | 1,249,225 | ||||||||||||||||||||||||
| Watlow Electric Manufacturing Company | High Tech Industries | Term Loan B | Loan | 3M USD SOFR+ | 3.75 | % | 0.50 | % | 9.40 | % | 3/2/2028 | 2,893,795 | 2,883,133 | 2,861,848 | ||||||||||||||||||||||||
| WeddingWire, Inc. | Services: Consumer | Term Loan (09/23) | Loan | 1M USD SOFR+ | 4.50 | % | 0.00 | % | 9.85 | % | 1/29/2028 | 4,808,923 | 4,805,746 | 4,742,801 | ||||||||||||||||||||||||
| WEX Inc. | Services: Business | Term Loan B (3/21) | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.71 | % | 3/31/2028 | 2,932,368 | 2,925,031 | 2,934,890 | ||||||||||||||||||||||||
| WildBrain Ltd. | Media: Diversified & Production | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.75 | % | 9.71 | % | 3/27/2028 | 1,950,000 | 1,923,431 | 1,890,291 | ||||||||||||||||||||||||
| Wyndham Hotels & Resorts, Inc. | Hotel, Gaming & Leisure | Term Loan 5/23 | Loan | 1M USD SOFR+ | 2.25 | % | 0.00 | % | 7.70 | % | 5/24/2030 | 997,500 | 992,657 | 998,468 | ||||||||||||||||||||||||
| Xerox 10/23 T/L B | Services: Business | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 9.68 | % | 10/16/2028 | - | 263 | - | ||||||||||||||||||||||||
| Xperi Corporation | High Tech Industries | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.97 | % | 6/8/2028 | 2,188,346 | 2,183,612 | 2,180,819 | ||||||||||||||||||||||||
| Zayo Group, LLC | Telecommunications | Term Loan 4/22 | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 9.67 | % | 3/9/2027 | 985,000 | 966,759 | 838,068 | ||||||||||||||||||||||||
| ZEBRA BUYER (Allspring) LLC | Banking, Finance, Insurance & Real Estate | Term Loan 4/21 | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 8.95 | % | 11/1/2028 | 1,871,259 | 1,862,197 | 1,841,524 | ||||||||||||||||||||||||
| Zekelman Industries, Inc. | Metals & Mining | Term Loan (01/20) | Loan | 1M USD SOFR+ | 2.00 | % | 0.00 | % | 7.44 | % | 1/25/2027 | 955,889 | 955,889 | 952,964 | ||||||||||||||||||||||||
| Zest Acquisition Corp. | Healthcare & Pharmaceuticals | Term Loan (1/23) | Loan | 1M USD SOFR+ | 5.50 | % | 0.00 | % | 10.85 | % | 2/8/2028 | 1,985,000 | 1,898,214 | 1,935,375 | ||||||||||||||||||||||||
| Zodiac Pool Solutions | High Tech Industries | Term Loan (1/22) | Loan | 1M USD SOFR+ | 4.25 | % | 0.00 | % | 9.70 | % | 11/28/2025 | 491,250 | 490,406 | 489,161 | ||||||||||||||||||||||||
| TOTAL INVESTMENTS | $ | 632,389,108 | $ | 595,446,850 | ||||||||||||||||||||||||||||||||||
| Number of Shares | Cost | Fair Value | ||||||||||
| Cash and cash equivalents | ||||||||||||
| U.S. Bank Money Market (b) | 13,681,256 | $ | 13,681,256 | $ | 13,681,256 | |||||||
| Total cash and cash equivalents | 13,681,256 | $ | 13,681,256 | $ | 13,681,256 | |||||||
| (a) | As of November 30, 2023, the investment was in default and on non-accrual status. |
| (b) | Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of November 30, 2023. |
| (c) | Investments include Payment-in-Kind Interest. |
(unaudited)LIBOR—London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
Issuer Name | Industry | Asset Name | Asset | Spread | LIBOR Floor | PIK | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | A-1 Preferred Shares | Equity | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 6,692 | $ | 669,214 | $ | 40 | ||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | A-2 Preferred Shares | Equity | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 18,975 | 1,897,538 | 114 | ||||||||||||||||||||||||
New Millennium Holdco, Inc. | Healthcare & Pharmaceuticals | Common Stock | Equity | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 14,813 | 964,466 | 4,162 | ||||||||||||||||||||||||
24 Hour Holdings III, LLC | Leisure Goods/Activities/Movies | Term Loan | Loan | 3.75 | % | 1.00 | % | 1.34 | % | 5.09 | % | 5/28/2021 | $ | 1,979,884 | 1,979,013 | 1,978,241 | ||||||||||||||||||||||
ABB Con-Cise Optical Group, LLC | Healthcare & Pharmaceuticals | Term Loan B | Loan | 5.00 | % | 1.00 | % | 1.32 | % | 6.32 | % | 6/15/2023 | 1,980,000 | 1,960,509 | 1,975,050 | |||||||||||||||||||||||
Acosta Holdco, Inc. | Media | Term Loan B1 | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 9/26/2021 | 1,940,025 | 1,930,926 | 1,693,215 | |||||||||||||||||||||||
Advantage Sales & Marketing, Inc. | Services: Business | Delayed Draw Term Loan | Loan | 3.25 | % | 1.00 | % | 1.38 | % | 4.63 | % | 7/25/2021 | 2,427,437 | 2,425,364 | 2,357,648 | |||||||||||||||||||||||
Aegis Toxicology Science Corporation | Healthcare & Pharmaceuticals | Term B Loan | Loan | 4.50 | % | 1.00 | % | 1.33 | % | 5.83 | % | 2/24/2021 | 2,444,599 | 2,339,103 | 2,383,484 | |||||||||||||||||||||||
Agrofresh, Inc. | Food Services | Term Loan | Loan | 4.75 | % | 1.00 | % | 1.34 | % | 6.09 | % | 7/30/2021 | 1,955,000 | 1,948,414 | 1,937,894 | |||||||||||||||||||||||
AI MISTRAL T/L (V. GROUP) | Utilities | Term Loan | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 3/11/2024 | 497,500 | 497,500 | 495,326 | |||||||||||||||||||||||
Akorn, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 4.25 | % | 1.00 | % | 1.38 | % | 5.63 | % | 4/16/2021 | 398,056 | 397,150 | 399,051 | |||||||||||||||||||||||
Albertson’s LLC | Retailers (Except Food and Drugs) | Term LoanB-4 | Loan | 2.75 | % | 0.75 | % | 1.35 | % | 4.10 | % | 8/25/2021 | 2,660,984 | 2,646,180 | 2,584,161 | |||||||||||||||||||||||
Alion Science and Technology Corporation | High Tech Industries | Term Loan B (First Lien) | Loan | 4.50 | % | 1.00 | % | 1.35 | % | 5.85 | % | 8/19/2021 | 2,878,259 | 2,868,884 | 2,874,661 | |||||||||||||||||||||||
Almonde, Inc. (Misys) | High Tech Industries | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.48 | % | 4.98 | % | 4/26/2024 | 997,500 | 992,816 | 996,522 | |||||||||||||||||||||||
ALPHA 3 T/L B1 (ATOTECH) | Chemicals/Plastics | Term Loan B 1 | Loan | 3.00 | % | 1.00 | % | 1.33 | % | 4.33 | % | 1/31/2024 | 249,375 | 248,786 | 250,934 | |||||||||||||||||||||||
Anchor Glass T/L (11/16) | Containers/Glass Products | Term Loan | Loan | 2.75 | % | 1.00 | % | 1.25 | % | 4.00 | % | 12/7/2023 | 496,250 | 493,924 | 495,982 | |||||||||||||||||||||||
APCO Holdings, Inc. | Automotive | Term Loan | Loan | 6.00 | % | 1.00 | % | 1.35 | % | 7.35 | % | 1/31/2022 | 1,844,054 | 1,804,819 | 1,797,953 | |||||||||||||||||||||||
Aramark Corporation | Food Products | U.S. Term F Loan | Loan | 2.00 | % | 0.00 | % | 1.35 | % | 3.35 | % | 3/28/2024 | 1,612,143 | 1,612,143 | 1,618,688 | |||||||||||||||||||||||
Arctic Glacier U.S.A., Inc. | Beverage, Food & Tobacco | Term Loan B | Loan | 4.25 | % | 1.00 | % | 1.24 | % | 5.49 | % | 3/20/2024 | 497,500 | 495,187 | 502,475 | |||||||||||||||||||||||
Argon Medical Devices, Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 3.75 | % | 1.00 | % | 1.34 | % | 5.09 | % | 10/28/2024 | 1,000,000 | 997,500 | 1,004,380 | |||||||||||||||||||||||
ASG Technologies Group, Inc. | High Tech Industries | Term Loan | Loan | 4.75 | % | 1.00 | % | 1.35 | % | 6.10 | % | 7/31/2024 | 500,000 | 497,550 | 505,000 | |||||||||||||||||||||||
Aspen Dental Management, Inc. | Healthcare & Pharmaceuticals | Term Loan Initial | Loan | 3.75 | % | 1.00 | % | 1.48 | % | 5.23 | % | 4/29/2022 | 1,969,830 | 1,965,966 | 1,989,528 | |||||||||||||||||||||||
Astoria Energy T/L B | Utilities | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.35 | % | 5.35 | % | 12/24/2021 | 1,458,457 | 1,445,778 | 1,463,022 | |||||||||||||||||||||||
Asurion, LLC (fka Asurion Corporation) | Insurance | Term Loan B4 (First Lien) | Loan | 2.75 | % | 0.00 | % | 1.35 | % | 4.10 | % | 8/4/2022 | 2,379,723 | 2,368,448 | 2,389,647 | |||||||||||||||||||||||
Asurion, LLC (fka Asurion Corporation) | Insurance | Term Loan B5 | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 11/3/2023 | 519,512 | 515,048 | 521,377 | |||||||||||||||||||||||
Avantor, Inc. | Chemicals/Plastics | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.29 | % | 5.29 | % | 11/21/2024 | 2,000,000 | 1,970,000 | 2,002,920 | |||||||||||||||||||||||
Avaya, Inc. | Services: Business | Exit Term Loan | Loan | 4.75 | % | 1.00 | % | 1.34 | % | 6.09 | % | 11/8/2024 | 1,000,000 | 990,000 | 985,540 | |||||||||||||||||||||||
AVOLON TLB BORROWER 1 LUXEMBOURG S.A.R.L. | Capital Equipment | Term LoanB-2 | Loan | 2.25 | % | 0.75 | % | 1.28 | % | 3.53 | % | 3/21/2022 | 997,500 | 993,011 | 997,350 | |||||||||||||||||||||||
Blackboard T/L B4 | High Tech Industries | Term Loan B4 | Loan | 5.00 | % | 1.00 | % | 1.35 | % | 6.35 | % | 6/30/2021 | 2,970,000 | 2,950,694 | 2,894,265 | |||||||||||||||||||||||
Blount International, Inc. | Forest Products & Paper | Term Loan B | Loan | 4.25 | % | 1.00 | % | 1.24 | % | 5.49 | % | 4/12/2023 | 500,000 | 498,780 | 504,585 | |||||||||||||||||||||||
Blucora, Inc. | High Tech Industries | Term Loan B | Loan | 3.00 | % | 1.00 | % | 1.41 | % | 4.41 | % | 5/22/2024 | 933,333 | 928,675 | 936,255 | |||||||||||||||||||||||
BMC Software | Technology | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.33 | % | 5.33 | % | 9/12/2022 | 1,936,437 | 1,883,437 | 1,941,278 | |||||||||||||||||||||||
BMC Software T/L US | Technology | Term Loan | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 9/12/2022 | 585,494 | 576,235 | 585,828 | |||||||||||||||||||||||
Brickman Group Holdings, Inc. | Brokers/Dealers/Investment Houses | Initial Term Loan (First Lien) | Loan | 3.00 | % | 1.00 | % | 1.28 | % | 4.28 | % | 12/18/2020 | 1,424,189 | 1,415,112 | 1,430,242 | |||||||||||||||||||||||
Broadstreet Partners, Inc. | Banking, Finance, Insurance & Real Estate | Term LoanB-1 | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 11/8/2023 | 1,000,000 | 997,500 | 1,004,380 | |||||||||||||||||||||||
Cable One, Inc. | Telecommunications | Term Loan B | Loan | 2.25 | % | 0.00 | % | 1.32 | % | 3.57 | % | 5/1/2024 | 498,750 | 498,187 | 498,750 | |||||||||||||||||||||||
California Resources Corporation | Oil & Gas | Term Loan | Loan | 4.75 | % | 1.00 | % | 1.27 | % | 6.02 | % | 12/30/2022 | 1,000,000 | 980,000 | 982,760 | |||||||||||||||||||||||
Candy Intermediate Holdings, Inc. | Beverage, Food & Tobacco | Term Loan | Loan | 4.50 | % | 1.00 | % | 1.35 | % | 5.85 | % | 6/15/2023 | 493,750 | 491,811 | 492,669 | |||||||||||||||||||||||
Canyon Valor Companies, Inc. | High Tech Industries | Term Loan B | Loan | 4.25 | % | 0.00 | % | 1.33 | % | 5.58 | % | 6/16/2023 | 1,000,000 | 997,500 | 1,011,880 | |||||||||||||||||||||||
Capital Automotive L.P. | Conglomerate | TrancheB-1 Term Loan Facility | Loan | 2.50 | % | 1.00 | % | 1.35 | % | 3.85 | % | 3/25/2024 | 484,168 | 481,881 | 485,137 | |||||||||||||||||||||||
Caraustar Industries Inc. | Forest Products & Paper | Term Loan B | Loan | 5.50 | % | 1.00 | % | 1.33 | % | 6.83 | % | 3/14/2022 | 497,500 | 496,321 | 496,570 | |||||||||||||||||||||||
CareerBuilder, LLC | Services: Business | Term Loan | Loan | 6.75 | % | 1.00 | % | 1.33 | % | 8.08 | % | 7/31/2023 | 2,500,000 | 2,429,964 | 2,418,750 | |||||||||||||||||||||||
CASA SYSTEMS T/L | Telecommunications | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.33 | % | 5.33 | % | 12/20/2023 | 1,488,750 | 1,475,555 | 1,498,055 | |||||||||||||||||||||||
Catalent Pharma Solutions, Inc | Drugs | Initial Term B Loan | Loan | 2.25 | % | 1.00 | % | 1.35 | % | 3.60 | % | 5/20/2021 | 421,036 | 419,907 | 423,142 | |||||||||||||||||||||||
Cengage Learning Acquisitions, Inc. | Publishing | Term Loan | Loan | 4.25 | % | 1.00 | % | 1.24 | % | 5.49 | % | 6/7/2023 | 1,464,371 | 1,449,727 | 1,392,441 | |||||||||||||||||||||||
CenturyLink, Inc. | Telecommunications | Term Loan B | Loan | 2.75 | % | 0.00 | % | 1.35 | % | 4.10 | % | 1/31/2025 | 3,000,000 | 2,992,778 | 2,872,500 | |||||||||||||||||||||||
CH HOLD (CALIBER COLLISION) T/L | Automotive | Term Loan | Loan | 3.00 | % | 0.00 | % | 1.35 | % | 4.35 | % | 2/1/2024 | 247,348 | 246,862 | 249,359 | |||||||||||||||||||||||
Charter Communications Operating, LLC | Cable and Satellite Television | Term F Loan | Loan | 2.00 | % | 0.00 | % | 1.35 | % | 3.35 | % | 1/3/2021 | 1,597,024 | 1,592,194 | 1,601,624 | |||||||||||||||||||||||
CHS/Community Health Systems, Inc. | Healthcare & Pharmaceuticals | Term G Loan | Loan | 2.75 | % | 1.00 | % | 1.48 | % | 4.23 | % | 12/31/2019 | 612,172 | 602,823 | 595,448 | |||||||||||||||||||||||
CHS/Community Health Systems, Inc. | Healthcare & Pharmaceuticals | Term H Loan | Loan | 3.00 | % | 1.00 | % | 1.48 | % | 4.48 | % | 1/27/2021 | 1,133,925 | 1,102,761 | 1,085,880 | |||||||||||||||||||||||
CITGO Petroleum Corporation | Oil & Gas | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.34 | % | 4.84 | % | 7/29/2021 | 1,949,798 | 1,934,085 | 1,919,576 | |||||||||||||||||||||||
Communications Sales & Leasing, Inc. | Telecommunications | Term Loan B (First Lien) | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 10/24/2022 | 1,955,287 | 1,945,009 | 1,879,520 | |||||||||||||||||||||||
Concordia Healthcare Corporation | Healthcare & Pharmaceuticals | Term Loan B | Loan | 4.25 | % | 1.00 | % | 1.35 | % | 5.60 | % | 10/21/2021 | 1,942,500 | 1,868,083 | 1,555,224 | |||||||||||||||||||||||
Consolidated Aerospace Manufacturing, LLC | Aerospace and Defense | Term Loan (First Lien) | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 8/11/2022 | 1,418,750 | 1,413,585 | 1,404,563 | |||||||||||||||||||||||
Consolidated Communications, Inc. | Telecommunications | Term LoanB-2 | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 10/5/2023 | 499,385 | 496,966 | 490,541 | |||||||||||||||||||||||
CPI Acquisition Inc. | Technology | Term Loan B (First Lien) | Loan | 4.50 | % | 1.00 | % | 1.46 | % | 5.96 | % | 8/17/2022 | 1,436,782 | 1,420,943 | 1,020,115 | |||||||||||||||||||||||
CT Technologies Intermediate Hldgs, Inc | Healthcare & Pharmaceuticals | Term Loan | Loan | 4.25 | % | 1.00 | % | 1.35 | % | 5.60 | % | 12/1/2021 | 1,458,919 | 1,449,392 | 1,457,708 | |||||||||||||||||||||||
Culligan InternationalCompany-T/L | Conglomerate | Term Loan | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 12/13/2023 | 2,034,625 | 2,034,536 | 2,048,623 | |||||||||||||||||||||||
Culligan InternationalCompany-T/L | Utilities | Incremental Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 12/13/2023 | 500,000 | 499,395 | 503,440 | |||||||||||||||||||||||
Cumulus Media Holdings Inc. | Broadcast Radio and Television | Term Loan | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 12/23/2020 | 448,889 | 446,756 | 387,248 | |||||||||||||||||||||||
Cypress Intermediate Holdings III, Inc. | Services: Business | Term Loan B | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 4/29/2024 | 498,750 | 497,567 | 499,373 | |||||||||||||||||||||||
Daseke Companies, Inc. | Transportation | Term Loan | Loan | 5.00 | % | 1.00 | % | 1.41 | % | 6.41 | % | 2/27/2024 | 1,995,607 | 1,982,837 | 1,994,768 | |||||||||||||||||||||||
Dell International L.L.C. | High Tech Industries | Term Loan (01/17) | Loan | 2.00 | % | 0.75 | % | 1.35 | % | 3.35 | % | 9/7/2023 | 1,500,000 | 1,498,865 | 1,500,105 | |||||||||||||||||||||||
Delta 2 (Lux) S.a.r.l. | Lodging & Casinos | Term LoanB-3 | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 2/1/2024 | 1,500,000 | 1,497,143 | 1,507,185 | |||||||||||||||||||||||
DEX MEDIA, INC. | Media | Term Loan (07/16) | Loan | 10.00 | % | 1.00 | % | 1.35 | % | 11.35 | % | 7/29/2021 | 33,047 | 33,047 | 33,874 | |||||||||||||||||||||||
DHX Media Ltd. | Media | Term Loan | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 12/29/2023 | 498,750 | 496,395 | 499,064 | |||||||||||||||||||||||
DJO Finance, LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 6/8/2020 | 488,750 | 487,541 | 484,068 | |||||||||||||||||||||||
Dole Food Company, Inc. | Beverage, Food & Tobacco | Term Loan B | Loan | 2.75 | % | 1.00 | % | 1.31 | % | 4.06 | % | 4/8/2024 | 496,875 | 494,564 | 498,326 | |||||||||||||||||||||||
Drew Marine Group, Inc. | Chemicals/Plastics | Term Loan (First Lien) | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 11/19/2020 | 2,863,470 | 2,842,651 | 2,854,535 | |||||||||||||||||||||||
DTZ U.S. Borrower, LLC | Construction & Building | Term Loan BAdd-on | Loan | 3.25 | % | 1.00 | % | 1.48 | % | 4.73 | % | 11/4/2021 | 1,947,613 | 1,939,606 | 1,912,556 | |||||||||||||||||||||||
DUKE FINANCE (OM GROUP/VECTRA) T/L | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 4.25 | % | 1.00 | % | 1.33 | % | 5.58 | % | 2/21/2024 | 1,481,288 | 1,381,599 | 1,492,397 | |||||||||||||||||||||||
Eagletree-Carbide Acquisition Corp. | High Tech Industries | Term Loan | Loan | 4.75 | % | 1.00 | % | 1.33 | % | 6.08 | % | 8/28/2024 | 2,000,000 | 1,980,464 | 2,005,000 | |||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | Term Loan A | Loan | 4.50 | % | 1.00 | % | 1.35 | % | 5.85 | % | 7/2/2020 | 423,861 | 415,001 | 175,110 | |||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | Term Loan B (2.00% Cash/6.50% PIK) | Loan | 1.00 | % | 1.00 | % | 6.50 | % | 7.50 | % | 7/2/2020 | 954,307 | 938,252 | 13,837 | |||||||||||||||||||||||
EIG Investors Corp. | High Tech Industries | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.46 | % | 5.46 | % | 2/9/2023 | 492,054 | 490,824 | 495,129 | |||||||||||||||||||||||
Emerald 2 Limited | Chemicals/Plastics | Term Loan B1A | Loan | 4.00 | % | 1.00 | % | 1.33 | % | 5.33 | % | 5/14/2021 | 991,628 | 985,743 | 987,494 | |||||||||||||||||||||||
Emerald Performance Materials, LLC | Chemicals/Plastics | Term Loan (First Lien) | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 8/1/2021 | 480,295 | 478,943 | 482,696 | |||||||||||||||||||||||
Endo International plc | Healthcare & Pharmaceuticals | Term Loan B | Loan | 4.25 | % | 0.75 | % | 1.38 | % | 5.63 | % | 4/29/2024 | 997,500 | 992,740 | 1,003,375 | |||||||||||||||||||||||
Engility Corporation | Aerospace and Defense | Term LoanB-1 | Loan | 2.75 | % | 0.00 | % | 1.35 | % | 4.10 | % | 8/12/2020 | 225,000 | 224,206 | 226,246 | |||||||||||||||||||||||
Equian, LLC | Services: Business | Term Loan B | Loan | 3.75 | % | 1.00 | % | 1.29 | % | 5.04 | % | 5/20/2024 | 1,995,000 | 1,982,980 | 2,007,469 | |||||||||||||||||||||||
Evergreen Acqco 1 LP | Retailers (Except Food and Drugs) | New Term Loan | Loan | 3.75 | % | 1.25 | % | 1.36 | % | 5.11 | % | 7/9/2019 | 947,625 | 944,801 | 858,387 | |||||||||||||||||||||||
EWT Holdings III Corp. (fka WTG Holdings III Corp.) | Industrial Equipment | Term Loan (First Lien) | Loan | 3.75 | % | 1.00 | % | 1.33 | % | 5.08 | % | 1/15/2021 | 2,845,207 | 2,834,102 | 2,864,782 | |||||||||||||||||||||||
Extreme Reach, Inc. | Media | Term Loan B | Loan | 6.25 | % | 1.00 | % | 1.34 | % | 7.59 | % | 2/7/2020 | 2,718,750 | 2,699,558 | 2,702,900 | |||||||||||||||||||||||
Federal-Mogul Corporation | Automotive | Tranche C Term Loan | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 4/15/2021 | 2,296,974 | 2,290,349 | 2,311,697 | |||||||||||||||||||||||
FinCo I LLC | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 2.75 | % | 0.00 | % | 0.00 | % | 2.75 | % | 6/14/2022 | 500,000 | 498,848 | 505,250 | |||||||||||||||||||||||
First Data Corporation | Financial Intermediaries | First Data T/L Ext (2021) | Loan | 2.25 | % | 0.00 | % | 1.31 | % | 3.56 | % | 4/26/2024 | 1,741,492 | 1,659,279 | 1,741,805 | |||||||||||||||||||||||
First Eagle Holdings, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 3.00 | % | 0.75 | % | 1.36 | % | 4.36 | % | 12/1/2022 | 1,475,047 | 1,465,760 | 1,486,110 | |||||||||||||||||||||||
Fitness International, LLC | Leisure Goods/Activities/Movies | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 7/1/2020 | 1,409,751 | 1,393,394 | 1,429,135 | |||||||||||||||||||||||
Frontier Communications Corporation | Telecommunications | Term Loan B | Loan | 3.75 | % | 0.75 | % | 1.34 | % | 5.09 | % | 6/17/2024 | 1,995,000 | 1,904,428 | 1,899,001 | |||||||||||||||||||||||
General Nutrition Centers, Inc. | Retailers (Except Food and Drugs) | Amended Tranche B Term Loan | Loan | 4.25 | % | 0.75 | % | 1.50 | % | 5.75 | % | 3/4/2019 | 2,047,169 | 2,044,907 | 1,897,050 | |||||||||||||||||||||||
Global Tel*Link Corporation | Services: Business | Term Loan (First Lien) | Loan | 4.00 | % | 1.25 | % | 1.33 | % | 5.33 | % | 5/26/2020 | 3,125,063 | 3,119,213 | 3,128,001 | |||||||||||||||||||||||
GLOBALLOGIC HOLDINGS INC TERM LOAN B | Services: Business | Term Loan B | Loan | 4.50 | % | 1.00 | % | 1.33 | % | 5.83 | % | 6/20/2022 | 497,500 | 493,267 | 497,500 | |||||||||||||||||||||||
Goodyear Tire & Rubber Company, The | Chemicals/Plastics | Loan (Second Lien) | Loan | 2.00 | % | 0.00 | % | 1.27 | % | 3.27 | % | 4/30/2019 | 1,833,333 | 1,824,919 | 1,837,147 | |||||||||||||||||||||||
Grosvenor Capital Management Holdings, LP | Brokers/Dealers/Investment Houses | Initial Term Loan | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 8/18/2023 | 994,962 | 990,319 | 995,380 | |||||||||||||||||||||||
Hargray Communications Group, Inc. | Media | Term Loan B | Loan | 3.00 | % | 1.00 | % | 1.35 | % | 4.35 | % | 2/9/2022 | 997,500 | 995,040 | 997,191 | |||||||||||||||||||||||
Harland Clarke Holdings Corp. (fka Clarke American Corp.) | Publishing | TrancheB-4 Term Loan | Loan | 4.75 | % | 1.00 | % | 1.32 | % | 6.07 | % | 11/3/2023 | 1,961,082 | 1,948,503 | 1,966,592 | |||||||||||||||||||||||
HD Supply Waterworks, Ltd. | Construction & Building | Term Loan | Loan | 3.00 | % | 1.00 | % | 1.46 | % | 4.46 | % | 8/1/2024 | 500,000 | 498,803 | 502,815 | |||||||||||||||||||||||
Heartland Dental, LLC | Services: Consumer | Term Loan | Loan | 4.75 | % | 1.00 | % | 1.34 | % | 6.09 | % | 7/31/2023 | 3,000,000 | 2,985,324 | 3,039,390 | |||||||||||||||||||||||
Helix Gen Funding, LLC | Utilities | Term Loan B | Loan | 3.75 | % | 1.00 | % | 1.33 | % | 5.08 | % | 6/3/2024 | 475,821 | 473,827 | 478,557 | |||||||||||||||||||||||
Helix Acquisition Holdings, Inc. | Utilities | Term Loan B | Loan | 4.00 | % | 1.00 | % | 1.33 | % | 5.33 | % | 9/30/2024 | 1,000,000 | 995,075 | 1,009,380 | |||||||||||||||||||||||
Help/Systems Holdings, Inc. | High Tech Industries | Term Loan | Loan | 4.50 | % | 1.00 | % | 1.33 | % | 5.83 | % | 10/8/2021 | 1,345,968 | 1,297,550 | 1,349,332 | |||||||||||||||||||||||
Hemisphere Media Holdings, LLC | Media | Term Loan B | Loan | 3.50 | % | 0.00 | % | 1.35 | % | 4.85 | % | 2/14/2024 | 2,481,250 | 2,492,514 | 2,360,289 | |||||||||||||||||||||||
Herbalife T/L B (HLF Financing) | Drugs | Term Loan B | Loan | 5.50 | % | 0.75 | % | 1.24 | % | 6.74 | % | 2/15/2023 | 1,925,000 | 1,912,772 | 1,918,590 | |||||||||||||||||||||||
Hercules Achievement Holdings, Inc. | Retailers (Except Food and Drugs) | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.24 | % | 4.74 | % | 12/10/2021 | 244,962 | 243,231 | 246,493 | |||||||||||||||||||||||
Highline Aftermarket Acquisition, LLC | Automotive | Term Loan B | Loan | 4.25 | % | 1.00 | % | 1.38 | % | 5.63 | % | 3/15/2024 | 957,198 | 952,412 | 961,984 | |||||||||||||||||||||||
Hoffmaster Group, Inc. | Containers/Glass Products | Term Loan | Loan | 4.50 | % | 1.00 | % | 1.33 | % | 5.83 | % | 11/21/2023 | 992,500 | 995,827 | 998,703 | |||||||||||||||||||||||
Hostess Brands, LLC | Beverage, Food & Tobacco | Term Loan B (First Lien) | Loan | 2.25 | % | 0.75 | % | 1.35 | % | 3.60 | % | 8/3/2022 | 1,482,559 | 1,478,894 | 1,484,101 | |||||||||||||||||||||||
HUB International Limited | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 3.00 | % | 1.00 | % | 1.41 | % | 4.41 | % | 10/2/2022 | 216 | 216 | 217 | |||||||||||||||||||||||
Husky Injection Molding Systems Ltd. | Services: Business | Term Loan B | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 6/30/2021 | 418,923 | 417,231 | 421,253 | |||||||||||||||||||||||
Hyland Software, Inc. | High Tech Industries | Term Loan B | Loan | 3.25 | % | 0.75 | % | 1.35 | % | 4.60 | % | 7/1/2022 | 997,494 | 995,010 | 1,006,222 | |||||||||||||||||||||||
Hyperion Refinance T/L | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.38 | % | 5.38 | % | 4/29/2022 | 1,872,588 | 1,852,507 | 1,888,186 | |||||||||||||||||||||||
ICSH Parent, Inc. | Containers/Glass Products | Term Loan | Loan | 3.50 | % | 1.00 | % | 1.38 | % | 4.88 | % | 4/29/2024 | 847,059 | 843,042 | 850,235 | |||||||||||||||||||||||
ICSH Parent, Inc. | Containers/Glass Products | Delayed Draw Term Loan | Loan | 3.50 | % | 1.00 | % | 1.48 | % | 4.98 | % | 4/29/2024 | 59,245 | 59,245 | 59,467 | |||||||||||||||||||||||
Idera, Inc. | High Tech Industries | Term Loan B | Loan | 5.00 | % | 1.00 | % | 1.35 | % | 6.35 | % | 6/28/2024 | 1,686,682 | 1,669,815 | 1,686,682 | |||||||||||||||||||||||
IG Investments Holdings, LLC | Services: Business | Term Loan | Loan | 3.50 | % | 1.00 | % | 1.39 | % | 4.89 | % | 10/29/2021 | 3,423,936 | 3,404,509 | 3,445,336 | |||||||||||||||||||||||
Infor US (Lawson) T/LB-6 | Services: Business | Term LoanB-6 | Loan | 2.75 | % | 1.00 | % | 1.33 | % | 4.08 | % | 2/1/2022 | 1,601,753 | 1,589,416 | 1,599,750 | |||||||||||||||||||||||
Informatica Corporation | High Tech Industries | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.33 | % | 4.83 | % | 8/5/2022 | 483,195 | 482,323 | 484,176 | |||||||||||||||||||||||
Inmar, Inc. | Services: Business | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.42 | % | 4.92 | % | 5/1/2024 | 498,750 | 493,978 | 499,583 | |||||||||||||||||||||||
J. Crew Group, Inc. | Retailers (Except Food and Drugs) | TermB-1 Loan Retired 03/05/2014 | Loan | 3.22 | % | 1.00 | % | 1.35 | % | 4.57 | % | 3/5/2021 | 832,627 | 832,627 | 479,802 | |||||||||||||||||||||||
J.Jill Group, Inc. | Retailers (Except Food and Drugs) | Term Loan (First Lien) | Loan | 5.00 | % | 1.00 | % | 1.38 | % | 6.38 | % | 5/9/2022 | 874,524 | 871,494 | 807,841 | |||||||||||||||||||||||
Kinetic Concepts, Inc. | Healthcare & Pharmaceuticals | Term LoanF-1 | Loan | 3.25 | % | 1.00 | % | 1.33 | % | 4.58 | % | 2/2/2024 | 2,394,000 | 2,383,432 | 2,385,525 | |||||||||||||||||||||||
Koosharem, LLC | Services: Business | Term Loan | Loan | 6.50 | % | 1.00 | % | 1.33 | % | 7.83 | % | 5/15/2020 | 2,912,638 | 2,899,212 | 2,798,549 | |||||||||||||||||||||||
Lannett Company, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 5.38 | % | 1.00 | % | 1.35 | % | 6.72 | % | 11/25/2022 | 2,811,486 | 2,762,882 | 2,811,486 | |||||||||||||||||||||||
LEARFIELD COMMUNICATIONS INITIAL T/L(A-L PARENT) | Healthcare & Pharmaceuticals | Initial Term Loan(A-L Parent) | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 12/1/2023 | 496,250 | 494,144 | 498,111 | |||||||||||||||||||||||
Legalzoom.com, Inc. | Services: Consumer | Term Loan B | Loan | 4.50 | % | 1.00 | % | 1.44 | % | 5.94 | % | 11/21/2024 | 1,000,000 | 990,000 | 997,500 | |||||||||||||||||||||||
Lighthouse Network | Utilities | Term Loan C | Loan | 4.50 | % | 1.00 | % | 1.35 | % | 5.85 | % | 1/30/2024 | 1,000,000 | 995,000 | 995,000 | |||||||||||||||||||||||
Lightstone Generation T/L C | Utilities | Term Loan B Refinancing | Loan | 4.50 | % | 1.00 | % | 1.35 | % | 5.85 | % | 1/30/2024 | 930,362 | 913,161 | 932,781 | |||||||||||||||||||||||
Lightstone Generation T/L B | Utilities | Term Loan C | Loan | 4.50 | % | 1.00 | % | 1.35 | % | 5.85 | % | 1/30/2024 | 57,971 | 56,898 | 58,122 | |||||||||||||||||||||||
Limetree Bay Terminals T/L (01/17) | Oil & Gas | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.28 | % | 5.28 | % | 2/15/2024 | 497,500 | 492,585 | 490,660 | |||||||||||||||||||||||
Liquidnet Holdings, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 4.25 | % | 1.00 | % | 1.35 | % | 5.60 | % | 7/15/2024 | 493,750 | 488,964 | 494,984 | |||||||||||||||||||||||
LPL Holdings, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B (2022) | Loan | 2.25 | % | 0.00 | % | 1.33 | % | 3.58 | % | 9/23/2024 | 1,745,625 | 1,741,435 | 1,749,256 | |||||||||||||||||||||||
McAfee, LLC | Services: Business | Term Loan B | Loan | 4.50 | % | 1.00 | % | 1.33 | % | 5.83 | % | 9/30/2024 | 2,000,000 | 1,980,354 | 2,008,760 | |||||||||||||||||||||||
McGraw-Hill Global Education Holdings, LLC | Publishing | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.35 | % | 5.35 | % | 5/4/2022 | 987,500 | 983,908 | 988,033 | |||||||||||||||||||||||
MHVC Acquisition Corp. | Aerospace and Defense | Term Loan | Loan | 5.25 | % | 1.00 | % | 1.35 | % | 6.60 | % | 4/29/2024 | 1,995,000 | 1,985,319 | 2,013,713 | |||||||||||||||||||||||
Michaels Stores, Inc. | Retailers (Except Food and Drugs) | Term Loan B1 | Loan | 2.75 | % | 1.00 | % | 1.35 | % | 4.10 | % | 1/30/2023 | 2,665,882 | 2,653,444 | 2,643,675 | |||||||||||||||||||||||
Micro Holding Corporation | High Tech Industries | Term Loan | Loan | 3.75 | % | 1.00 | % | 1.32 | % | 5.07 | % | 9/13/2024 | 1,475,684 | 1,469,848 | 1,468,305 | |||||||||||||||||||||||
Midas Intermediate Holdco II, LLC | Automotive | Term Loan (Initial) | Loan | 2.75 | % | 1.00 | % | 1.33 | % | 4.08 | % | 8/18/2021 | 242,542 | 241,810 | 242,695 | |||||||||||||||||||||||
Midwest Physician Administrative Services LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3.00 | % | 0.75 | % | 1.42 | % | 4.42 | % | 8/15/2024 | 1,000,000 | 995,768 | 1,001,250 | |||||||||||||||||||||||
Milacron T/L B | Capital Equipment | Term Loan B | Loan | 2.75 | % | 0.00 | % | 1.35 | % | 4.10 | % | 9/28/2023 | 1,985,000 | 1,981,704 | 1,986,251 | |||||||||||||||||||||||
Milk Specialties Company | Beverage, Food & Tobacco | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.33 | % | 5.33 | % | 8/16/2023 | 990,000 | 981,217 | 993,713 | |||||||||||||||||||||||
Mister Car Wash T/L | Automotive | Term Loan | Loan | 3.75 | % | 1.00 | % | 1.38 | % | 5.13 | % | 8/20/2021 | 1,487,628 | 1,482,563 | 1,491,347 | |||||||||||||||||||||||
MRC Global (US) Inc. | Metals & Mining | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 9/20/2024 | 500,000 | 498,768 | 502,500 | |||||||||||||||||||||||
Navistar, Inc. | Automotive | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.25 | % | 4.75 | % | 11/6/2024 | 2,000,000 | 1,990,063 | 2,005,840 | |||||||||||||||||||||||
New Media Holdings II T/L (NEW) | Retailers (Except Food and Drugs) | Term Loan | Loan | 6.25 | % | 1.00 | % | 1.35 | % | 7.60 | % | 6/4/2020 | 4,141,573 | 4,121,968 | 4,144,182 | |||||||||||||||||||||||
New Millennium Holdco, Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 6.50 | % | 1.00 | % | 1.35 | % | 7.85 | % | 12/21/2020 | 1,915,053 | 1,798,718 | 749,264 | |||||||||||||||||||||||
Novetta Solutions | Aerospace and Defense | Term Loan (200MM) | Loan | 5.00 | % | 1.00 | % | 1.34 | % | 6.34 | % | 10/16/2022 | 1,965,000 | 1,950,402 | 1,886,400 | |||||||||||||||||||||||
Novetta Solutions | Aerospace and Defense | Term Loan (2nd Lien) | Loan | 8.50 | % | 1.00 | % | 1.34 | % | 9.84 | % | 10/16/2023 | 1,000,000 | 991,987 | 940,000 | |||||||||||||||||||||||
NPC International, Inc. | Food Services | Term Loan (2013) | Loan | 3.50 | % | 1.00 | % | 1.34 | % | 4.84 | % | 4/19/2024 | 498,750 | 498,138 | 501,244 | |||||||||||||||||||||||
NVA Holdings (National Veterinary) T/L B2 | Services: Consumer | Term Loan B2 | Loan | 3.50 | % | 1.00 | % | 1.33 | % | 4.83 | % | 8/14/2021 | 1,754,162 | 1,749,377 | 1,765,125 | |||||||||||||||||||||||
NXT Capital T/L (11/16) | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 11/23/2022 | 1,241,247 | 1,236,607 | 1,252,108 | |||||||||||||||||||||||
Office Depot, Inc. | Retailers (Except Food and Drugs) | Term Loan B | Loan | 7.00 | % | 1.00 | % | 1.24 | % | 8.24 | % | 11/8/2022 | 2,500,000 | 2,425,581 | 2,487,500 | |||||||||||||||||||||||
Onex Carestream Finance LP | Healthcare & Pharmaceuticals | Term Loan (First Lien 2013) | Loan | 4.00 | % | 1.00 | % | 1.33 | % | 5.33 | % | 6/7/2019 | 3,037,274 | 3,032,894 | 3,040,129 | |||||||||||||||||||||||
OpenLink International, LLC | Services: Business | Term B Loan | Loan | 6.50 | % | 1.25 | % | 1.31 | % | 7.81 | % | 7/29/2019 | 2,890,820 | 2,889,135 | 2,901,661 | |||||||||||||||||||||||
P.F. Chang’s China Bistro, Inc. | Food/Drug Retailers | Term B Loan | Loan | 5.00 | % | 1.00 | % | 1.51 | % | 6.51 | % | 9/1/2022 | 2,000,000 | 1,983,021 | 1,860,000 | |||||||||||||||||||||||
P2 Upstream Acquisition Co. (P2 Upstream Canada BC ULC) | Services: Business | Term Loan (First Lien) | Loan | 4.00 | % | 1.00 | % | 1.40 | % | 5.40 | % | 10/30/2020 | 962,500 | 960,014 | 940,045 | |||||||||||||||||||||||
Petsmart, Inc. (Argos Merger Sub, Inc.) | Retailers (Except Food and Drugs) | Term Loan B1 | Loan | 3.00 | % | 1.00 | % | 1.34 | % | 4.34 | % | 3/11/2022 | 975,000 | 971,086 | 838,013 | |||||||||||||||||||||||
PGX Holdings, Inc. | Financial Intermediaries | Term Loan | Loan | 5.25 | % | 1.00 | % | 1.35 | % | 6.60 | % | 9/29/2020 | 2,774,194 | 2,762,490 | 2,762,070 | |||||||||||||||||||||||
Pike Corporation | Construction & Building | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 9/20/2024 | 498,750 | 496,320 | 505,398 | |||||||||||||||||||||||
Planet Fitness Holdings LLC | Leisure Goods/Activities/Movies | Term Loan | Loan | 3.00 | % | 0.75 | % | 1.35 | % | 4.35 | % | 3/31/2021 | 2,374,353 | 2,368,360 | 2,386,225 | |||||||||||||||||||||||
Plastipak Packaging, Inc | Containers/Glass Products | Term Loan B | Loan | 2.75 | % | 1.00 | % | 1.27 | % | 4.02 | % | 10/14/2024 | 1,000,000 | 995,063 | 1,004,750 | |||||||||||||||||||||||
Polycom Term Loan (9/16) | Telecommunications | Term Loan | Loan | 5.25 | % | 1.00 | % | 1.35 | % | 6.60 | % | 9/27/2023 | 1,587,333 | 1,568,052 | 1,599,238 | |||||||||||||||||||||||
PrePaid Legal Services, Inc. | Services: Business | Term Loan B | Loan | 5.25 | % | 1.25 | % | 1.35 | % | 6.60 | % | 7/1/2019 | 3,072,812 | 3,074,884 | 3,074,748 | |||||||||||||||||||||||
Presidio, Inc. | Services: Business | Term Loan | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 2/2/2022 | 1,964,615 | 1,912,468 | 1,977,503 | |||||||||||||||||||||||
Prestige Brands T/L B4 | Drugs | Term Loan B4 | Loan | 2.75 | % | 0.75 | % | 1.35 | % | 4.10 | % | 1/26/2024 | 440,434 | 439,472 | 442,566 | |||||||||||||||||||||||
Prime Security Services (Protection One) | Services: Business | Term Loan | Loan | 2.75 | % | 1.00 | % | 1.35 | % | 4.10 | % | 5/2/2022 | 1,975,112 | 1,966,007 | 1,988,484 | |||||||||||||||||||||||
Project Leopard Holdings, Inc. | High Tech Industries | Term Loan | Loan | 5.50 | % | 1.00 | % | 1.33 | % | 6.83 | % | 7/7/2023 | 500,000 | 498,773 | 503,125 | |||||||||||||||||||||||
Rackspace Hosting, Inc. | High Tech Industries | Term Loan B | Loan | 3.00 | % | 1.00 | % | 1.38 | % | 4.38 | % | 11/3/2023 | 500,000 | 498,755 | 499,220 | |||||||||||||||||||||||
Radio Systems Corporation | Leisure Goods/Activities/Movies | Term Loan | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 5/2/2024 | 1,496,250 | 1,496,250 | 1,501,861 | |||||||||||||||||||||||
Ranpak Holdings, Inc. | Services: Business | Term Loan | Loan | 3.25 | % | 1.00 | % | 1.35 | % | 4.60 | % | 10/1/2021 | 909,054 | 906,782 | 913,600 | |||||||||||||||||||||||
Red Ventures, LLC | High Tech Industries | Term Loan | Loan | 4.00 | % | 0.00 | % | 1.33 | % | 5.33 | % | 11/8/2024 | 1,000,000 | 990,038 | 994,690 | |||||||||||||||||||||||
Research Now Group, Inc | Media | Term Loan B | Loan | 4.50 | % | 1.00 | % | 1.33 | % | 5.83 | % | 3/18/2021 | 2,004,470 | 1,997,772 | 1,994,448 | |||||||||||||||||||||||
Resolute Investment Managers, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 3.25 | % | 1.00 | % | 1.33 | % | 4.58 | % | 4/29/2022 | 724,665 | 724,665 | 732,817 | |||||||||||||||||||||||
Reynolds Group Holdings Inc. | Industrial Equipment | Incremental U.S. Term Loan | Loan | 3.00 | % | 0.00 | % | 1.35 | % | 4.35 | % | 2/3/2023 | 1,747,926 | 1,747,926 | 1,755,424 | |||||||||||||||||||||||
RGIS Services, LLC | Services: Business | Term Loan | Loan | 7.50 | % | 1.00 | % | 1.33 | % | 8.83 | % | 3/31/2023 | 497,500 | 490,583 | 463,546 | |||||||||||||||||||||||
Robertshaw US Holding Corp. | Consumer Goods: Durable | Term Loan | Loan | 4.50 | % | 1.00 | % | 1.25 | % | 5.75 | % | 8/12/2024 | 500,000 | 496,355 | 503,125 | |||||||||||||||||||||||
Rovi Solutions Corporation / Rovi Guides, Inc. | Electronics/Electric | TrancheB-3 Term Loan | Loan | 2.50 | % | 0.75 | % | 1.35 | % | 3.85 | % | 7/2/2021 | 1,451,250 | 1,447,313 | 1,455,792 | |||||||||||||||||||||||
Russell Investment Management T/L B | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 4.25 | % | 1.00 | % | 1.35 | % | 5.60 | % | 6/1/2023 | 2,223,116 | 2,122,032 | 2,243,968 | |||||||||||||||||||||||
Sable International Finance Ltd | Telecommunications | Term Loan B2 | Loan | 3.50 | % | 0.00 | % | 1.35 | % | 4.85 | % | 1/31/2025 | 2,500,000 | 2,487,907 | 2,501,950 | |||||||||||||||||||||||
Sally Holdings, LLC | Retail | Term Loan B1 | Loan | 2.50 | % | 0.00 | % | 1.38 | % | 3.88 | % | 7/5/2024 | 1,000,000 | 995,155 | 997,500 | |||||||||||||||||||||||
Sally Holdings, LLC | Retail | Term Loan (Fixed) | Loan | 4.50 | % | 0.00 | % | 1.38 | % | 5.88 | % | 7/5/2024 | 1,000,000 | 995,164 | 997,500 | |||||||||||||||||||||||
SBP Holdings LP | Industrial Equipment | Term Loan (First Lien) | Loan | 4.00 | % | 1.00 | % | 1.35 | % | 5.35 | % | 3/27/2021 | 965,000 | 962,482 | 911,124 | |||||||||||||||||||||||
SCS Holdings (Sirius Computer) | High Tech Industries | Term Loan (First Lien) | Loan | 4.25 | % | 1.00 | % | 1.35 | % | 5.60 | % | 10/31/2022 | 2,352,332 | 2,319,885 | 2,360,166 | |||||||||||||||||||||||
Seadrill Operating LP | Oil & Gas | Term Loan B | Loan | 3.00 | % | 1.00 | % | 1.33 | % | 4.33 | % | 2/21/2021 | 969,773 | 924,735 | 749,838 | |||||||||||||||||||||||
SG Acquisition, Inc. (Safe Guard) | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 5.00 | % | 1.00 | % | 1.33 | % | 6.33 | % | 3/29/2024 | 1,975,000 | 1,956,875 | 1,960,187 | |||||||||||||||||||||||
Shearers Foods LLC | Food Services | Term Loan (First Lien) | Loan | 3.94 | % | 1.00 | % | 1.33 | % | 5.27 | % | 6/30/2021 | 970,000 | 968,536 | 963,938 | |||||||||||||||||||||||
Sitel Worldwide | Telecommunications | Term Loan | Loan | 5.50 | % | 1.00 | % | 1.38 | % | 6.88 | % | 9/18/2021 | 1,960,000 | 1,946,630 | 1,956,727 | |||||||||||||||||||||||
SMB Shipping Logistics T/L B (REP WWEX Acquisition) | Transportation | Term Loan B | Loan | 4.00 | % | 1.00 | % | 1.48 | % | 5.48 | % | 2/2/2024 | 1,995,000 | 1,993,026 | 1,990,850 | |||||||||||||||||||||||
Sonneborn, LLC | Chemicals/Plastics | Term Loan (First Lien) | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 12/10/2020 | 206,389 | 206,111 | 207,163 | |||||||||||||||||||||||
Sonneborn, LLC | Chemicals/Plastics | Initial US Term Loan | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 12/10/2020 | 1,169,537 | 1,167,961 | 1,173,923 | |||||||||||||||||||||||
Sophia, L.P. | Electronics/Electric | Term Loan (Closing Date) | Loan | 3.25 | % | 1.00 | % | 1.33 | % | 4.58 | % | 9/30/2022 | 1,935,910 | 1,927,542 | 1,935,097 | |||||||||||||||||||||||
SRAM, LLC | Industrial Equipment | Term Loan (First Lien) | Loan | 3.25 | % | 1.00 | % | 1.44 | % | 4.69 | % | 3/15/2024 | 2,517,804 | 2,497,084 | 2,536,687 | |||||||||||||||||||||||
Staples, Inc. | Retail | Term Loan B | Loan | 4.00 | % | 1.00 | % | 1.31 | % | 5.31 | % | 8/15/2024 | 2,000,000 | 1,995,041 | 1,913,580 | |||||||||||||||||||||||
Steak ‘n Shake Operations, Inc. | Food Services | Term Loan | Loan | 3.75 | % | 1.00 | % | 1.35 | % | 5.10 | % | 3/19/2021 | 847,491 | 843,134 | 771,217 | |||||||||||||||||||||||
Survey Sampling International | Services: Business | Term Loan B | Loan | 4.00 | % | 1.00 | % | 4.25 | % | 8.25 | % | 12/16/2020 | 2,700,965 | 2,689,404 | 2,700,965 | |||||||||||||||||||||||
Sybil Software LLC | High Tech Industries | Term Loan B | Loan | 2.75 | % | 1.00 | % | 1.31 | % | 4.06 | % | 9/29/2023 | 962,813 | 958,108 | 968,676 | |||||||||||||||||||||||
Syncsort Incorporated | High Tech Industries | Term Loan B | Loan | 5.00 | % | 1.00 | % | 1.36 | % | 6.36 | % | 8/16/2024 | 2,000,000 | 1,980,439 | 1,948,340 | |||||||||||||||||||||||
Ten-X, LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.35 | % | 5.35 | % | 9/30/2024 | 2,000,000 | 1,997,570 | 2,002,500 | |||||||||||||||||||||||
Townsquare Media, Inc. | Media | Term Loan B | Loan | 3.00 | % | 1.00 | % | 1.42 | % | 4.42 | % | 4/1/2022 | 911,712 | 907,766 | 911,429 | |||||||||||||||||||||||
TransDigm, Inc. | Aerospace and Defense | Tranche C Term Loan | Loan | 3.00 | % | 0.75 | % | 1.35 | % | 4.35 | % | 2/28/2020 | 4,200,623 | 4,207,721 | 4,219,273 | |||||||||||||||||||||||
Travel Leaders Group, LLC | Hotel, Gaming and Leisure | Term Loan B | Loan | 4.50 | % | 0.00 | % | 1.42 | % | 5.92 | % | 1/25/2024 | 1,990,013 | 1,981,185 | 2,019,863 | |||||||||||||||||||||||
TRC Companies, Inc. | Services: Business | Term Loan | Loan | 4.00 | % | 1.00 | % | 1.28 | % | 5.28 | % | 6/21/2024 | 3,000,000 | 2,985,656 | 3,001,890 | |||||||||||||||||||||||
Truck Hero, Inc. (Tectum Holdings) | Transportation | Term Loan B | Loan | 4.00 | % | 1.00 | % | 1.33 | % | 5.33 | % | 4/22/2024 | 2,995,000 | 2,970,996 | 2,991,256 | |||||||||||||||||||||||
Trugreen Limited Partnership | Services: Business | Term Loan B | Loan | 4.00 | % | 1.00 | % | 1.25 | % | 5.25 | % | 4/13/2023 | 495,000 | 487,926 | 501,806 | |||||||||||||||||||||||
Twin River Management Group, Inc. | Lodging & Casinos | Term Loan B | Loan | 3.50 | % | 1.00 | % | 1.33 | % | 4.83 | % | 7/10/2020 | 787,846 | 788,759 | 796,378 | |||||||||||||||||||||||
Univar Inc. | Chemicals/Plastics | Term B Loan | Loan | 2.50 | % | 0.00 | % | 1.34 | % | 3.84 | % | 7/1/2022 | 2,940,281 | 2,925,589 | 2,947,632 | |||||||||||||||||||||||
Univision Communications Inc. | Telecommunications | Replacement First-Lien Term Loan | Loan | 2.75 | % | 1.00 | % | 1.35 | % | 4.10 | % | 3/15/2024 | 2,862,450 | 2,845,791 | 2,841,382 | |||||||||||||||||||||||
UOS, LLC (Utility One Source) | Capital Equipment | Term Loan B | Loan | 5.50 | % | 1.00 | % | 1.35 | % | 6.85 | % | 4/18/2023 | 598,750 | 596,590 | 611,473 | |||||||||||||||||||||||
UPC Broadband Holding B.V. | Media, Broadcasting & Subscription | Term Loan | Loan | 2.50 | % | 0.00 | % | 1.25 | % | 3.75 | % | 1/15/2026 | 1,000,000 | 998,760 | 1,000,830 | |||||||||||||||||||||||
Valeant Pharmaceuticals International, Inc. | Drugs | Series D2 Term Loan B | Loan | 3.50 | % | 0.75 | % | 1.25 | % | 4.75 | % | 4/1/2022 | 976,339 | 976,339 | 989,275 | |||||||||||||||||||||||
Virtus Investment Partners, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 3.50 | % | 0.75 | % | 1.32 | % | 4.82 | % | 6/3/2024 | 498,750 | 496,430 | 503,738 | |||||||||||||||||||||||
Vizient Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 3.50 | % | 1.00 | % | 1.35 | % | 4.85 | % | 2/13/2023 | 860,245 | 840,130 | 862,396 | |||||||||||||||||||||||
Washington Inventory Service | High Tech Industries | U.S. Term Loan (First Lien) | Loan | 6.00 | % | 0.00 | % | 1.32 | % | 7.32 | % | 6/8/2020 | 1,111,056 | 1,123,172 | 980,507 | |||||||||||||||||||||||
Weight Watchers International, Inc. | Services: Consumer | Term Loan B | Loan | 4.75 | % | 0.75 | % | 1.48 | % | 6.23 | % | 11/29/2024 | 2,000,000 | 1,960,000 | 1,966,880 | |||||||||||||||||||||||
Western Dental Services, Inc. | Retail | Term Loan B | Loan | 5.25 | % | 1.00 | % | 1.35 | % | 6.60 | % | 6/30/2023 | 2,495,000 | 2,477,137 | 2,505,928 | |||||||||||||||||||||||
Western Digital Corporation | High Tech Industries | Term Loan B (USD) | Loan | 2.00 | % | 0.75 | % | 1.31 | % | 3.31 | % | 4/28/2023 | 1,580,060 | 1,533,109 | 1,583,836 | |||||||||||||||||||||||
Windstream Services, LLC | Telecommunications | Term Loan B6 | Loan | 4.00 | % | 0.75 | % | 1.27 | % | 5.27 | % | 3/29/2021 | 888,561 | 881,085 | 835,247 | |||||||||||||||||||||||
Wirepath LLC | Consumer Goods:Non-durable | Term Loan | Loan | 5.25 | % | 1.00 | % | 1.33 | % | 6.58 | % | 8/5/2024 | 1,000,000 | 998,418 | 1,005,000 | |||||||||||||||||||||||
Xerox Business Services T/L B (Conduent) | Services: Business | Term Loan | Loan | 3.00 | % | 0.00 | % | 1.35 | % | 4.35 | % | 12/7/2023 | 744,375 | 733,437 | 748,566 | |||||||||||||||||||||||
ZEP, Inc. | Chemicals/Plastics | Term Loan B | Loan | 4.00 | % | 1.00 | % | 1.38 | % | 5.38 | % | 6/27/2022 | 2,500,000 | 2,487,810 | 2,512,500 | |||||||||||||||||||||||
Zest Holdings 1st Lien T/L (2014 Replacement) | Healthcare & Pharmaceuticals | Term Loan | Loan | 4.25 | % | 1.00 | % | 1.35 | % | 5.60 | % | 8/16/2023 | 995,000 | 990,405 | 1,001,219 | |||||||||||||||||||||||
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| $ | 309,596,755 | $ | 302,694,197 | |||||||||||||||||||||||||||||||||||
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| Principal | Cost | Fair Value | ||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | ||||||||||||||||||||||||||||||||||||||
U.S. Bank Money Market (a) | $ | 4,971,935 | $ | 4,971,935 | $ | 4,971,935 | ||||||||||||||||||||||||||||||||
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Total cash and cash equivalents | $ | 4,971,935 | $ | 4,971,935 | $ | 4,971,935 | ||||||||||||||||||||||||||||||||
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(a) Included within cash and cash equivalents in Saratoga CLO’s statements of assets and liabilities1M USD LIBOR—The 1 month USD LIBOR rate as of November 30, 2017.
3M USD LIBOR—The 3 month USD LIBOR rate as of November 30, 2023 was 5.63%.
6M USD LIBOR—The 6 month USD LIBOR rate as of November 30, 2023 was 5.76%.
1M SOFR - The 1 month SOFR rate as of November 30, 2023 was 5.34%.
3M SOFR - The 3 month SOFR rate as of November 30, 2023 was 5.37%.
6M SOFR - The 6 month SOFR rate as of November 30, 2023 was 5.33%.
Prime—The Prime Rate as of November 30, 2023 was 8.50%.
See accompanying notes to financial statements.
Saratoga Investment Corp. CLO 2013-1, Ltd.
Schedule of Investments
February 28, 20172023
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| 19TH HOLDINGS GOLF, LLC | Consumer goods: Durable | Term Loan | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 7.67 | % | 2/7/2029 | $ | 1,997,500 | $ | 1,924,905 | $ | 1,901,380 | ||||||||||||||||||
| 888 Acquisitions Limited | Hotel, Gaming & Leisure | Term Loan B | Loan | 3M USD SOFR+ | 5.25 | % | 0.00 | % | 9.93 | % | 7/8/2028 | 2,494,565 | 2,143,085 | 2,126,617 | |||||||||||||||||||||
| ADMI Corp. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 1M USD LIBOR+ | 3.00 | % | 0.00 | % | 7.63 | % | 4/30/2025 | 1,910,276 | 1,907,516 | 1,825,517 | |||||||||||||||||||||
| Adtalem Global Education Inc. | Services: Business | Term Loan B (02/21) | Loan | 1M USD LIBOR+ | 4.00 | % | 0.75 | % | 8.63 | % | 8/11/2028 | 691,846 | 686,475 | 689,992 | |||||||||||||||||||||
| Aegis Sciences Corporation | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD LIBOR+ | 5.50 | % | 1.00 | % | 10.36 | % | 5/9/2025 | 2,349,601 | 2,341,307 | 2,268,540 | |||||||||||||||||||||
| Agiliti Health Inc. | Healthcare & Pharmaceuticals | Term Loan (09/20) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.75 | % | 7.38 | % | 1/4/2026 | 214,286 | 213,103 | 212,946 | |||||||||||||||||||||
| Agiliti Health Inc. | Healthcare & Pharmaceuticals | Term Loan (1/19) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.00 | % | 7.38 | % | 1/4/2026 | 1,468,430 | 1,463,378 | 1,457,416 | |||||||||||||||||||||
| AHEAD DB Holdings, LLC | Services: Business | Term Loan (04/21) | Loan | 3M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.48 | % | 10/18/2027 | 2,955,000 | 2,871,299 | 2,915,285 | |||||||||||||||||||||
| AI Convoy (Luxembourg) S.a.r.l. | Aerospace & Defense | Term Loan B (USD) | Loan | 6M USD LIBOR+ | 3.50 | % | 1.00 | % | 8.17 | % | 1/18/2027 | - | - | - | |||||||||||||||||||||
| Air Canada | Transportation: Consumer | Term Loan B (07/21) | Loan | 3M USD LIBOR+ | 3.50 | % | 0.75 | % | 8.37 | % | 8/11/2028 | 1,990,000 | 1,851,613 | 1,984,408 | |||||||||||||||||||||
| AIS HoldCo, LLC | Services: Business | Term Loan | Loan | 3M USD LIBOR+ | 5.00 | % | 0.00 | % | 9.83 | % | 8/15/2025 | 4,789,642 | 4,700,517 | 4,622,004 | |||||||||||||||||||||
| AIT Worldwide Logistics Holdings, Inc. | Transportation: Cargo | Term Loan (04/21) | Loan | 1M USD LIBOR+ | 4.75 | % | 0.75 | % | 9.33 | % | 4/6/2028 | 2,500,000 | 2,333,827 | 2,407,300 | |||||||||||||||||||||
| AL GCX Holdings (Arclight) T/L B | Energy: Oil & Gas | Term Loan B | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.28 | % | 5/17/2029 | 976,802 | 971,918 | 975,581 | |||||||||||||||||||||
| Alchemy US Holdco 1, LLC | Metals & Mining | Term Loan | Loan | 1M USD LIBOR+ | 5.50 | % | 0.00 | % | 5.60 | % | 10/10/2025 | 1,654,803 | 1,644,633 | 1,551,378 | |||||||||||||||||||||
| AlixPartners, LLP | Banking, Finance, Insurance & Real Estate | Term Loan B (01/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 2/4/2028 | 245,625 | 245,275 | 245,050 | |||||||||||||||||||||
| Alkermes, Inc. | Healthcare & Pharmaceuticals | Term Loan B (3/21) | Loan | 1M USD LIBOR+ | 2.50 | % | 0.50 | % | 7.11 | % | 3/12/2026 | 2,126,218 | 2,112,914 | 2,062,432 | |||||||||||||||||||||
| Allen Media, LLC | Media: Diversified & Production | Term Loan (7/21) | Loan | 3M USD SOFR+ | 5.50 | % | 0.00 | % | 10.23 | % | 2/10/2027 | 4,394,261 | 4,368,566 | 3,649,434 | |||||||||||||||||||||
| Alliant Holdings Intermediate, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B4 | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.09 | % | 11/5/2027 | 987,500 | 986,800 | 974,781 | |||||||||||||||||||||
| Allied Universal Holdco LLC | Services: Business | Term Loan 4/21 | Loan | 1M USD SOFR+ | 3.75 | % | 0.50 | % | 8.47 | % | 5/12/2028 | 1,975,000 | 1,967,474 | 1,900,404 | |||||||||||||||||||||
| Altisource Solutions S.a r.l. | Banking, Finance, Insurance & Real Estate | Term Loan B (03/18) | Loan | 3M USD LIBOR+ | 4.00 | % | 1.00 | % | 8.73 | % | 4/3/2024 | 1,126,283 | 1,124,635 | 893,142 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Altium Packaging LLC | Containers, Packaging & Glass | Term Loan (01/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 1/29/2028 | 491,250 | 489,554 | 480,506 | |||||||||||||||||||||
| American Airlines T/L (2/23) | Transportation: Consumer | Term Loan | Loan | N/A | N/A | N/A | N/A | N/A | - | 27 | - | ||||||||||||||||||||||||
| American Axle & Manufacturing Inc. | Automotive | Term Loan (12/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.16 | % | 12/5/2029 | 500,000 | 485,367 | 499,000 | |||||||||||||||||||||
| American Greetings Corporation | Media: Advertising, Printing & Publishing | Term Loan | Loan | 1M USD LIBOR+ | 4.50 | % | 1.00 | % | 9.07 | % | 4/6/2024 | 3,012,861 | 3,011,462 | 3,011,596 | |||||||||||||||||||||
| American Trailer World Corp | Automotive | Term Loan | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 8.47 | % | 3/3/2028 | 1,357,439 | 1,354,762 | 1,194,967 | |||||||||||||||||||||
| AmWINS Group, LLC | Banking, Finance, Insurance & Real Estate | Term Loan 2/21 | Loan | 1M USD LIBOR+ | 2.25 | % | 0.75 | % | 6.88 | % | 2/17/2028 | 1,960,017 | 1,940,778 | 1,926,462 | |||||||||||||||||||||
| Anastasia Parent LLC | Consumer goods: Non-durable | Term Loan | Loan | 3M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.48 | % | 8/11/2025 | 957,500 | 955,643 | 791,134 | |||||||||||||||||||||
| Anchor Glass Container Corporation | Containers, Packaging & Glass | Term Loan (07/17) | Loan | 3M USD LIBOR+ | 2.75 | % | 1.00 | % | 7.48 | % | 12/7/2023 | 470,138 | 469,901 | 333,915 | |||||||||||||||||||||
| Anchor Packaging, LLC | Containers, Packaging & Glass | Term Loan B | Loan | 1M USD LIBOR+ | 4.00 | % | 0.00 | % | 8.63 | % | 7/18/2026 | 977,215 | 971,052 | 952,785 | |||||||||||||||||||||
| ANI Pharmaceuticals, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 1M USD LIBOR+ | 6.00 | % | 0.75 | % | 10.63 | % | 11/19/2027 | 2,970,000 | 2,922,446 | 2,866,050 | |||||||||||||||||||||
| AP Core Holdings II LLC | High Tech Industries | Term Loan B1 | Loan | 1M USD LIBOR+ | 5.50 | % | 0.75 | % | 10.13 | % | 9/1/2027 | 1,875,000 | 1,852,824 | 1,802,344 | |||||||||||||||||||||
| AP Core Holdings II LLC | High Tech Industries | Term Loan B2 | Loan | 1M USD LIBOR+ | 5.50 | % | 0.75 | % | 10.13 | % | 9/1/2027 | 500,000 | 494,095 | 480,415 | |||||||||||||||||||||
| APEX GROUP TREASURY LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 3M USD SOFR+ | 5.00 | % | 0.50 | % | 9.66 | % | 7/26/2028 | 500,000 | 468,464 | 497,500 | |||||||||||||||||||||
| APi Group DE, Inc. (J2 Acquisition) | Services: Business | Term Loan B | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.13 | % | 10/1/2026 | 1,757,184 | 1,751,429 | 1,754,548 | |||||||||||||||||||||
| APLP Holdings Limited Partnership | Energy: Electricity | Term Loan B (3/21) | Loan | 3M USD LIBOR+ | 3.75 | % | 1.00 | % | 8.48 | % | 5/14/2027 | 440,541 | 437,327 | 440,726 | |||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD LIBOR+ | 2.75 | % | 0.00 | % | 7.38 | % | 5/15/2026 | 2,939,086 | 2,914,348 | 2,850,914 | |||||||||||||||||||||
| Apollo Commercial Real Estate Finance, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B1 (2/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 3/6/2028 | 982,500 | 975,109 | 928,463 | |||||||||||||||||||||
| AppLovin Corporation | High Tech Industries | Term Loan (10/21) | Loan | 3M USD SOFR+ | 3.10 | % | 0.50 | % | 7.70 | % | 10/21/2028 | 1,488,750 | 1,485,729 | 1,472,002 | |||||||||||||||||||||
| AppLovin Corporation | High Tech Industries | Term Loan B | Loan | 3M USD SOFR+ | 3.35 | % | 0.00 | % | 7.94 | % | 8/15/2025 | 979,592 | 979,592 | 972,245 | |||||||||||||||||||||
| Aramark Corporation | Services: Consumer | Term Loan B (4/21) | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.13 | % | 4/1/2028 | 1,753,715 | 1,747,448 | 1,747,139 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Aramark Corporation | Services: Consumer | Term Loan | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 1/15/2027 | 2,331,250 | 2,280,733 | 2,305,023 | |||||||||||||||||||||
| ARC FALCON I INC. | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD LIBOR+ | 3.75 | % | 0.50 | % | 8.38 | % | 9/23/2028 | 863,885 | 860,682 | 811,836 | |||||||||||||||||||||
| ARC FALCON I INC. (a) | Chemicals, Plastics, & Rubber | Delayed Draw Term Loan | Loan | 3M USD LIBOR+ | 1.00 | % | 0.50 | % | 1.00 | % | 9/29/2028 | - | (512 | ) | (7,675 | ) | |||||||||||||||||||
| Arches Buyer Inc. | Services: Consumer | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 7.97 | % | 12/6/2027 | 1,484,848 | 1,477,106 | 1,395,758 | |||||||||||||||||||||
| Aretec Group, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (10/18) | Loan | 1M USD SOFR+ | 4.25 | % | 0.00 | % | 8.97 | % | 10/1/2025 | 1,916,203 | 1,913,228 | 1,887,460 | |||||||||||||||||||||
| ASP BLADE HOLDINGS, INC. | Capital Equipment | Term Loan | Loan | 3M USD LIBOR+ | 4.00 | % | 0.50 | % | 8.73 | % | 10/7/2028 | 99,059 | 98,658 | 82,491 | |||||||||||||||||||||
| Asplundh Tree Expert, LLC | Services: Business | Term Loan 2/21 | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 9/7/2027 | 977,500 | 974,396 | 974,010 | |||||||||||||||||||||
| AssuredPartners Capital, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B (2/20) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.00 | % | 8.13 | % | 2/12/2027 | 989,796 | 986,847 | 967,773 | |||||||||||||||||||||
| AssuredPartners Inc. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.12 | % | 2/12/2027 | 496,250 | 495,400 | 485,084 | |||||||||||||||||||||
| AssuredPartners Inc. | Banking, Finance, Insurance & Real Estate | Incremental Term Loan (7/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 2/12/2027 | 985,000 | 985,000 | 962,838 | |||||||||||||||||||||
| ASTRO ONE ACQUISITION CORPORATION | Consumer goods: Durable | Term Loan | Loan | 3M USD LIBOR+ | 5.50 | % | 0.75 | % | 10.23 | % | 9/15/2028 | 2,970,000 | 2,946,187 | 1,767,150 | |||||||||||||||||||||
| Asurion, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B10 | Loan | 3M USD SOFR+ | 4.00 | % | 0.00 | % | 8.68 | % | 8/19/2028 | 1,995,000 | 1,901,937 | 1,866,741 | |||||||||||||||||||||
| Asurion, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B8 | Loan | 1M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.88 | % | 12/18/2026 | 2,964,858 | 2,956,667 | 2,817,683 | |||||||||||||||||||||
| ATHENAHEALTH GROUP INC. | Healthcare & Pharmaceuticals | Term Loan B (2/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.06 | % | 2/15/2029 | 1,330,543 | 1,325,206 | 1,227,426 | |||||||||||||||||||||
| ATHENAHEALTH GROUP INC. (a) | Healthcare & Pharmaceuticals | Delayed Draw Term Loan (02/22) | Loan | 3M USD LIBOR+ | 3.50 | % | 0.50 | % | 3.50 | % | 2/15/2029 | - | - | (12,636 | ) | ||||||||||||||||||||
| Avison Young (Canada) Inc | Services: Business | Term Loan (08/22) | Loan | 1M USD SOFR+ | 7.00 | % | 0.00 | % | 11.73 | % | 1/31/2026 | 748,125 | 708,918 | 635,906 | |||||||||||||||||||||
| Avison Young (Canada) Inc | Services: Business | Term Loan | Loan | 1M USD SOFR+ | 5.75 | % | 0.00 | % | 10.48 | % | 1/31/2026 | 3,370,882 | 3,344,831 | 2,646,142 | |||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | Capital Equipment | Term Loan B5 (7/21) | Loan | 1M USD LIBOR+ | 2.25 | % | 0.50 | % | 6.85 | % | 12/1/2027 | 490,000 | 486,530 | 489,539 | |||||||||||||||||||||
| Avolon TLB Borrower 1 (US) LLC | Capital Equipment | Term Loan B3 | Loan | 1M USD LIBOR+ | 1.75 | % | 0.75 | % | 6.35 | % | 1/15/2025 | 1,000,000 | 932,184 | 998,440 | |||||||||||||||||||||
| Axalta Coating Systems Dutch Holding B B.V. | Chemicals, Plastics, & Rubber | Term Loan B-4 Dollar | Loan | 3M USD SOFR+ | 3.00 | % | 0.50 | % | 7.51 | % | 12/7/2029 | 1,000,000 | 990,447 | 1,003,570 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| AZURITY PHARMACEUTICALS, INC. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 3M USD LIBOR+ | 6.00 | % | 0.75 | % | 10.75 | % | 9/20/2027 | 475,000 | 463,094 | 457,188 | |||||||||||||||||||||
| B&G Foods, Inc. | Beverage, Food & Tobacco | Term Loan | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.13 | % | 10/10/2026 | 642,295 | 638,890 | 613,391 | |||||||||||||||||||||
| B.C. Unlimited Liability Co (Burger King) | Beverage, Food & Tobacco | Term Loan B4 | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 11/19/2026 | 1,455,000 | 1,430,342 | 1,440,712 | |||||||||||||||||||||
| BAKELITE UK INTERMEDIATE LTD. | Chemicals, Plastics, & Rubber | Term Loan | Loan | 3M USD SOFR+ | 4.00 | % | 0.50 | % | 8.73 | % | 5/29/2029 | 995,000 | 990,609 | 940,275 | |||||||||||||||||||||
| Baldwin Risk Partners, LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.10 | % | 10/14/2027 | 1,226,325 | 1,215,617 | 1,205,637 | |||||||||||||||||||||
| Bausch Health Companies Inc. | Healthcare & Pharmaceuticals | Term Loan B (1/22) | Loan | 1M USD SOFR+ | 5.25 | % | 0.50 | % | 9.91 | % | 2/1/2027 | 1,950,000 | 1,764,574 | 1,534,299 | |||||||||||||||||||||
| Belfor Holdings Inc. | Services: Consumer | Term Loan B-2 (3/22) | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 8.87 | % | 4/6/2026 | 994,911 | 971,026 | 992,424 | |||||||||||||||||||||
| Belfor Holdings Inc. | Services: Consumer | Term Loan | Loan | 1M USD LIBOR+ | 4.00 | % | 0.00 | % | 8.63 | % | 4/6/2026 | 245,547 | 245,547 | 244,995 | |||||||||||||||||||||
| Belron Finance US LLC | Automotive | Term Loan B (3/21) | Loan | 3M USD LIBOR+ | 2.50 | % | 0.50 | % | 7.38 | % | 4/13/2028 | 1,965,000 | 1,950,181 | 1,960,913 | |||||||||||||||||||||
| Bengal Debt Merger Sub LLC | Beverage, Food & Tobacco | Term Loan | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 7.93 | % | 1/24/2029 | 1,990,000 | 1,988,811 | 1,804,273 | |||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (6/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 4/23/2026 | 1,465,141 | 1,457,842 | 1,441,332 | |||||||||||||||||||||
| Blackstone Mortgage Trust, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.88 | % | 4/23/2026 | 979,747 | 975,006 | 952,804 | |||||||||||||||||||||
| Blue Tree Holdings, Inc. | Chemicals, Plastics, & Rubber | Term Loan (2/21) | Loan | 3M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.23 | % | 3/4/2028 | 982,500 | 980,692 | 967,763 | |||||||||||||||||||||
| Bombardier Recreational Products, Inc. | Consumer goods: Durable | Term Loan 12/22 | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.12 | % | 12/12/2029 | 498,750 | 486,572 | 496,007 | |||||||||||||||||||||
| Bombardier Recreational Products, Inc. | Consumer goods: Durable | Term Loan (1/20) | Loan | 1M USD LIBOR+ | 2.00 | % | 0.00 | % | 6.63 | % | 5/24/2027 | 1,455,049 | 1,449,140 | 1,416,854 | |||||||||||||||||||||
| Boxer Parent Company, Inc. | High Tech Industries | Term Loan (2/21) | Loan | 1M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.38 | % | 10/2/2025 | 516,794 | 516,794 | 509,827 | |||||||||||||||||||||
| Bracket Intermediate Holding Corp | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD LIBOR+ | 4.25 | % | 0.00 | % | 9.04 | % | 9/5/2025 | 957,500 | 955,597 | 929,378 | |||||||||||||||||||||
| BrightSpring Health Services (Phoenix Guarantor) | Healthcare & Pharmaceuticals | Term Loan B-3 | Loan | 1M USD LIBOR+ | 3.50 | % | 0.00 | % | 8.13 | % | 3/5/2026 | 982,500 | 982,500 | 967,556 | |||||||||||||||||||||
| BroadStreet Partners, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B3 | Loan | 1M USD LIBOR+ | 3.00 | % | 0.00 | % | 7.63 | % | 1/22/2027 | 2,948,786 | 2,944,577 | 2,906,412 | |||||||||||||||||||||
| Brookfield WEC Holdings Inc. | Energy: Electricity | Term Loan (1/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 8/1/2025 | 1,462,613 | 1,464,152 | 1,456,090 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| BROWN GROUP HOLDING, LLC | Aerospace & Defense | Term Loan B-2 | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 8.37 | % | 6/8/2029 | 498,750 | 487,209 | 498,336 | |||||||||||||||||||||
| Buckeye Partners, L.P. | Utilities: Oil & Gas | Term Loan (1/21) | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.82 | % | 11/1/2026 | 1,950,188 | 1,941,198 | 1,946,931 | |||||||||||||||||||||
| BW Gas & Convenience Holdings LLC | Beverage, Food & Tobacco | Term Loan B | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 3/31/2028 | 2,462,500 | 2,443,814 | 2,437,875 | |||||||||||||||||||||
| Callaway Golf Company | Retail | Term Loan B | Loan | 1M USD LIBOR+ | 4.50 | % | 0.00 | % | 9.13 | % | 1/4/2026 | 675,000 | 668,575 | 674,582 | |||||||||||||||||||||
| Camping World, Inc. | Retail | Term Loan B (5/21) | Loan | 1M USD LIBOR+ | 2.50 | % | 0.75 | % | 7.09 | % | 6/5/2028 | 2,487,342 | 2,268,038 | 2,208,560 | |||||||||||||||||||||
| CareerBuilder, LLC | Services: Business | Term Loan | Loan | 3M USD LIBOR+ | 6.75 | % | 1.00 | % | 11.48 | % | 7/31/2023 | 5,393,388 | 5,347,671 | 3,513,792 | |||||||||||||||||||||
| Castle US Holding Corporation | Media: Advertising, Printing & Publishing | Term Loan B (USD) | Loan | 1M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.38 | % | 1/27/2027 | 1,963,384 | 1,954,023 | 1,375,469 | |||||||||||||||||||||
| CASTLELAKE AVIATION LLC | Aerospace & Defense | Term Loan B | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 7.31 | % | 10/21/2027 | 1,000,000 | 992,500 | 987,080 | |||||||||||||||||||||
| CBI BUYER, INC. | Consumer goods: Durable | Term Loan | Loan | 1M USD LIBOR+ | 3.25 | % | 0.50 | % | 7.88 | % | 1/6/2028 | 2,969,887 | 2,814,181 | 2,026,948 | |||||||||||||||||||||
| CCC Intelligent Solutions Inc. | Services: Business | Term Loan B | Loan | 1M USD LIBOR+ | 2.25 | % | 0.50 | % | 6.88 | % | 9/16/2028 | 247,500 | 247,017 | 244,612 | |||||||||||||||||||||
| CCI Buyer, Inc | Telecommunications | Term Loan | Loan | 3M USD SOFR+ | 4.00 | % | 0.75 | % | 8.58 | % | 12/17/2027 | 245,625 | 243,880 | 241,223 | |||||||||||||||||||||
| CCRR Parent, Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 8.97 | % | 3/5/2028 | 1,000,000 | 951,484 | 975,000 | |||||||||||||||||||||
| CCRR Parent, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 1M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.39 | % | 3/5/2028 | 982,500 | 978,899 | 957,938 | |||||||||||||||||||||
| CCS-CMGC Holdings, Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 1M USD LIBOR+ | 5.50 | % | 0.00 | % | 10.13 | % | 9/25/2025 | 2,400,000 | 2,390,330 | 1,605,504 | |||||||||||||||||||||
| CDK GLOBAL, INC. | High Tech Industries | Term Loan B | Loan | 3M USD SOFR+ | 4.50 | % | 0.50 | % | 9.08 | % | 7/6/2029 | 1,000,000 | 971,508 | 996,150 | |||||||||||||||||||||
| Cengage Learning, Inc. | Media: Advertising, Printing & Publishing | Term Loan B (6/21) | Loan | 6M USD LIBOR+ | 4.75 | % | 1.00 | % | 9.88 | % | 7/14/2026 | 2,962,500 | 2,942,124 | 2,794,171 | |||||||||||||||||||||
| CENTURI GROUP, INC. | Construction & Building | Term Loan B | Loan | 3M USD LIBOR+ | 2.50 | % | 0.50 | % | 7.45 | % | 8/27/2028 | 878,330 | 871,190 | 870,100 | |||||||||||||||||||||
| CenturyLink, Inc. | Telecommunications | Term Loan B (1/20) | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.88 | % | 3/15/2027 | 3,887,492 | 3,883,600 | 3,208,269 | |||||||||||||||||||||
| Charlotte Buyer, Inc. | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 5.25 | % | 0.00 | % | 9.81 | % | 2/11/2028 | 1,500,000 | 1,403,100 | 1,455,945 | |||||||||||||||||||||
| Chemours Company, (The) | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.39 | % | 4/3/2025 | 905,031 | 880,859 | 898,406 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Churchill Downs Incorporated | Hotel, Gaming & Leisure | Term Loan B1 (3/21) | Loan | 1M USD LIBOR+ | 2.00 | % | 0.00 | % | 6.64 | % | 3/17/2028 | 491,250 | 490,382 | 486,952 | |||||||||||||||||||||
| CIMPRESS PUBLIC LIMITED COMPANY | Media: Advertising, Printing & Publishing | USD Term Loan | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 5/17/2028 | 1,979,950 | 1,892,607 | 1,785,419 | |||||||||||||||||||||
| CITADEL SECURITIES LP | Banking, Finance, Insurance & Real Estate | Term Loan B (01/21) | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.23 | % | 2/2/2028 | 4,912,500 | 4,910,914 | 4,865,684 | |||||||||||||||||||||
| Clarios Global LP | Automotive | Term Loan B1 | Loan | 1M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.88 | % | 4/30/2026 | 1,267,812 | 1,261,524 | 1,260,091 | |||||||||||||||||||||
| Claros Mortgage Trust, Inc | Banking, Finance, Insurance & Real Estate | Term Loan B-1 (11/21) | Loan | 1M USD SOFR+ | 4.50 | % | 0.50 | % | 9.16 | % | 8/9/2026 | 3,439,962 | 3,421,651 | 3,401,262 | |||||||||||||||||||||
| CLYDESDALE ACQUISITION HOLDINGS, INC. | Containers, Packaging & Glass | Term Loan B | Loan | 1M USD SOFR+ | 4.18 | % | 0.50 | % | 8.89 | % | 4/13/2029 | 1,492,500 | 1,458,949 | 1,469,993 | |||||||||||||||||||||
| Cole Haan | Consumer goods: Non-durable | Term Loan B | Loan | 3M USD LIBOR+ | 5.50 | % | 0.00 | % | 10.23 | % | 2/7/2025 | 875,000 | 871,486 | 841,461 | |||||||||||||||||||||
| Columbus McKinnon Corporation | Capital Equipment | Term Loan (4/21) | Loan | 3M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.50 | % | 5/14/2028 | 449,172 | 448,339 | 446,926 | |||||||||||||||||||||
| Conduent, Inc. | Services: Business | Term Loan B | Loan | 1M USD LIBOR+ | 4.25 | % | 0.50 | % | 8.88 | % | 10/16/2028 | 1,787,985 | 1,755,247 | 1,742,177 | |||||||||||||||||||||
| Connect Finco SARL | Telecommunications | Term Loan (1/21) | Loan | 1M USD SOFR+ | 3.50 | % | 1.00 | % | 8.14 | % | 12/11/2026 | 2,917,500 | 2,816,917 | 2,863,526 | |||||||||||||||||||||
| Consolidated Communications, Inc. | Telecommunications | Term Loan B | Loan | 1M USD LIBOR+ | 3.50 | % | 0.75 | % | 8.19 | % | 10/2/2027 | 2,714,005 | 2,520,099 | 2,435,819 | |||||||||||||||||||||
| CORAL-US CO-BORROWER LLC | Telecommunications | Term Loan B-5 | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.84 | % | 1/31/2028 | 4,000,000 | 3,988,733 | 3,867,160 | |||||||||||||||||||||
| Corelogic, Inc. | Services: Business | Term Loan (4/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.19 | % | 6/2/2028 | 2,468,750 | 2,459,383 | 2,110,164 | |||||||||||||||||||||
| Cortes NP Acquisition Corp (Vertiv) | Capital Equipment | Term Loan 2/21 | Loan | 1M USD LIBOR+ | 2.75 | % | 0.00 | % | 7.32 | % | 3/2/2027 | 1,960,000 | 1,960,000 | 1,934,579 | |||||||||||||||||||||
| COWEN INC. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 6M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.43 | % | 3/24/2028 | 3,927,406 | 3,907,308 | 3,922,496 | |||||||||||||||||||||
| Creative Artists Agency, LLC | Media: Diversified & Production | Term Loan B (02/23) | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.06 | % | 11/1/2028 | 1,600,000 | 1,588,000 | 1,595,008 | |||||||||||||||||||||
| CROCS INC | Consumer goods: Durable | Term Loan | Loan | 6M USD SOFR+ | 3.50 | % | 0.50 | % | 7.73 | % | 2/20/2029 | 2,512,500 | 2,421,039 | 2,504,133 | |||||||||||||||||||||
| Cross Financial Corp | Banking, Finance, Insurance & Real Estate | Term Loan B (3/21) | Loan | 1M USD LIBOR+ | 4.00 | % | 0.75 | % | 8.69 | % | 9/15/2027 | 492,500 | 492,174 | 489,422 | |||||||||||||||||||||
| Crown Subsea Communications Holding, Inc. | Construction & Building | Term Loan (4/21) | Loan | 1M USD LIBOR+ | 4.75 | % | 0.75 | % | 9.32 | % | 4/27/2027 | 3,404,110 | 3,377,740 | 3,340,283 | |||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | Media: Broadcasting & Subscription | Term Loan B-5 | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.09 | % | 4/15/2027 | 485,000 | 485,000 | 435,894 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| CSC Holdings LLC (Neptune Finco Corp.) | Media: Broadcasting & Subscription | Term Loan 12/22 | Loan | 1M USD SOFR+ | 4.50 | % | 0.00 | % | 9.06 | % | 4/15/2027 | 2,400,032 | 2,389,363 | 2,244,030 | |||||||||||||||||||||
| CTS Midco, LLC | High Tech Industries | Term Loan B | Loan | 3M USD LIBOR+ | 6.00 | % | 1.00 | % | 10.83 | % | 11/2/2027 | 1,960,000 | 1,917,602 | 1,666,000 | |||||||||||||||||||||
| Daseke Inc | Transportation: Cargo | Term Loan 2/21 | Loan | 1M USD LIBOR+ | 4.00 | % | 0.75 | % | 8.64 | % | 3/5/2028 | 1,473,750 | 1,468,500 | 1,468,223 | |||||||||||||||||||||
| Dave & Buster’s Inc. | Hotel, Gaming & Leisure | Term Loan B (04/22) | Loan | 1M USD SOFR+ | 5.00 | % | 0.50 | % | 9.75 | % | 6/29/2029 | 995,000 | 948,574 | 997,736 | |||||||||||||||||||||
| DCert Buyer, Inc. | High Tech Industries | Term Loan | Loan | 6M USD SOFR+ | 4.00 | % | 0.00 | % | 8.70 | % | 10/16/2026 | 1,469,773 | 1,469,773 | 1,446,257 | |||||||||||||||||||||
| Delek US Holdings, Inc. | Utilities: Oil & Gas | Term Loan B (11/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.22 | % | 11/16/2029 | 5,400,000 | 5,285,256 | 5,298,750 | |||||||||||||||||||||
| Delta 2 Lux Sarl | Hotel, Gaming & Leisure | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 7.87 | % | 1/15/2030 | 1,000,000 | 990,424 | 1,001,750 | |||||||||||||||||||||
| DexKo Global, Inc. (Dragon Merger) | Automotive | Term Loan (9/21) | Loan | 3M USD LIBOR+ | 3.75 | % | 0.50 | % | 8.48 | % | 10/4/2028 | 992,500 | 989,236 | 928,980 | |||||||||||||||||||||
| DG Investment Intermediate Holdings 2, Inc. | Aerospace & Defense | Incremental Term Loan (3/22) | Loan | 1M USD SOFR+ | 4.75 | % | 0.75 | % | 9.37 | % | 3/31/2028 | 498,750 | 479,659 | 488,152 | |||||||||||||||||||||
| Diamond Sports Group, LLC (b) | Media: Broadcasting & Subscription | Second Lien Term Loan | Loan | 3M USD SOFR+ | 3.40 | % | 0.00 | % | 8.03 | % | 8/24/2026 | 3,374,880 | 3,017,273 | 382,306 | |||||||||||||||||||||
| Diamond Sports Group, LLC (b) | Media: Broadcasting & Subscription | 1st Priority Term Loan | Loan | 6M USD SOFR+ | 8.00 | % | 1.00 | % | 13.06 | % | 5/25/2026 | 342,343 | 333,975 | 318,951 | |||||||||||||||||||||
| DIRECTV FINANCING, LLC | Media: Broadcasting & Subscription | Term Loan | Loan | 1M USD LIBOR+ | 5.00 | % | 0.75 | % | 9.63 | % | 8/2/2027 | 3,550,000 | 3,523,794 | 3,448,754 | |||||||||||||||||||||
| DISCOVERY PURCHASER CORPORATION | Chemicals, Plastics, & Rubber | Term Loan | Loan | 3M USD SOFR+ | 4.38 | % | 0.50 | % | 8.96 | % | 10/4/2029 | 1,500,000 | 1,385,334 | 1,433,310 | |||||||||||||||||||||
| Dispatch Acquisition Holdings, LLC | Environmental Industries | Term Loan B (3/21) | Loan | 3M USD LIBOR+ | 4.25 | % | 0.75 | % | 8.98 | % | 3/25/2028 | 492,500 | 488,806 | 434,631 | |||||||||||||||||||||
| DOMTAR CORPORATION | Forest Products & Paper | Term Loan 9/21 | Loan | 1M USD LIBOR+ | 5.50 | % | 0.75 | % | 10.10 | % | 11/30/2028 | 1,310,136 | 1,272,492 | 1,286,121 | |||||||||||||||||||||
| DOTDASH MEREDITH, INC. | Media: Advertising, Printing & Publishing | Term Loan B | Loan | 1M USD SOFR+ | 4.00 | % | 0.50 | % | 8.67 | % | 11/30/2028 | 1,994,949 | 1,803,027 | 1,755,556 | |||||||||||||||||||||
| DRI HOLDING INC. | Media: Advertising, Printing & Publishing | Term Loan (12/21) | Loan | 1M USD LIBOR+ | 5.25 | % | 0.50 | % | 9.88 | % | 12/15/2028 | 3,972,487 | 3,830,439 | 3,552,913 | |||||||||||||||||||||
| DRW Holdings, LLC | Banking, Finance, Insurance & Real Estate | Term Loan (2/21) | Loan | 1M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.38 | % | 3/1/2028 | 6,435,000 | 6,396,896 | 6,284,164 | |||||||||||||||||||||
| DTZ U.S. Borrower, LLC | Construction & Building | Term Loan | Loan | 1M USD LIBOR+ | 2.75 | % | 0.00 | % | 7.38 | % | 8/21/2025 | 1,612,878 | 1,609,665 | 1,602,798 | |||||||||||||||||||||
| DTZ U.S. Borrower, LLC | Construction & Building | Term Loan (01/23) | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 7.97 | % | 1/31/2030 | 2,034,413 | 2,031,025 | 2,021,698 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| EAB Global, Inc. | Services: Business | Term Loan (08/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 8/16/2028 | 990,000 | 985,965 | 969,586 | |||||||||||||||||||||
| Echo Global Logistics, Inc. | Services: Business | Term Loan | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 11/23/2028 | 1,985,000 | 1,981,077 | 1,916,776 | |||||||||||||||||||||
| Edelman Financial Group Inc., The | Banking, Finance, Insurance & Real Estate | Term Loan B (3/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.75 | % | 8.13 | % | 4/7/2028 | 2,188,547 | 2,182,686 | 2,129,281 | |||||||||||||||||||||
| Electrical Components Inter., Inc. | Capital Equipment | Term Loan (6/18) | Loan | 1M USD LIBOR+ | 4.25 | % | 0.00 | % | 8.88 | % | 6/26/2025 | 1,888,404 | 1,888,404 | 1,719,638 | |||||||||||||||||||||
| ELECTRON BIDCO INC. | Healthcare & Pharmaceuticals | Term Loan | Loan | 1M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.63 | % | 11/1/2028 | 496,250 | 494,396 | 491,208 | |||||||||||||||||||||
| ELO Touch Solutions, Inc. | Media: Diversified & Production | Term Loan (12/18) | Loan | 1M USD LIBOR+ | 6.50 | % | 0.00 | % | 11.13 | % | 12/14/2025 | 2,175,269 | 2,121,627 | 2,169,831 | |||||||||||||||||||||
| Embecta Corp | Healthcare & Pharmaceuticals | Term Loan B | Loan | 6M USD SOFR+ | 3.00 | % | 0.50 | % | 7.79 | % | 3/30/2029 | 614,918 | 611,634 | 604,735 | |||||||||||||||||||||
| Endo Luxembourg Finance Company I S.a.r.l. | Healthcare & Pharmaceuticals | Term Loan (3/21) | Loan | Prime | 6.00 | % | 0.75 | % | 13.75 | % | 3/27/2028 | 2,335,285 | 2,328,380 | 1,839,037 | |||||||||||||||||||||
| Endure Digital, Inc. | High Tech Industries | Term Loan B | Loan | 1M USD LIBOR+ | 3.50 | % | 0.75 | % | 8.07 | % | 2/10/2028 | 2,462,500 | 2,453,593 | 2,276,581 | |||||||||||||||||||||
| Entain Holdings (Gibraltar) Limited | Hotel, Gaming & Leisure | Term Loan B (10/22) | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.18 | % | 10/30/2029 | 1,000,000 | 987,635 | 999,060 | |||||||||||||||||||||
| Envision Healthcare Corporation | Healthcare & Pharmaceuticals | Term Loan B (06/18) | Loan | 3M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.48 | % | 10/10/2025 | 4,784,383 | 4,782,311 | 1,202,076 | |||||||||||||||||||||
| EOS U.S. FINCO LLC | Transportation: Cargo | Term Loan | Loan | 3M USD SOFR+ | 6.00 | % | 0.50 | % | 10.60 | % | 8/3/2029 | 1,000,000 | 923,495 | 986,250 | |||||||||||||||||||||
| Equiniti Group PLC | Services: Business | Term Loan B | Loan | 6M USD SOFR+ | 4.50 | % | 0.50 | % | 9.54 | % | 12/11/2028 | 990,000 | 981,797 | 990,624 | |||||||||||||||||||||
| EyeCare Partners, LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.48 | % | 2/18/2027 | 1,948,081 | 1,948,081 | 1,621,174 | |||||||||||||||||||||
| Finco I LLC | Banking, Finance, Insurance & Real Estate | Term Loan B (9/20) | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.13 | % | 6/27/2025 | 2,830,950 | 2,826,805 | 2,830,950 | |||||||||||||||||||||
| First Brands Group, LLC | Automotive | 1st Lien Term Loan (3/21) | Loan | 6M USD SOFR+ | 5.00 | % | 1.00 | % | 10.25 | % | 3/30/2027 | 4,912,500 | 4,854,265 | 4,754,367 | |||||||||||||||||||||
| First Eagle Investment Management | Banking, Finance, Insurance & Real Estate | Refinancing Term Loan | Loan | 3M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.23 | % | 2/1/2027 | 5,146,145 | 5,133,892 | 5,055,007 | |||||||||||||||||||||
| First Student Bidco Inc. | Transportation: Consumer | Term Loan B | Loan | 3M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.73 | % | 7/21/2028 | 723,088 | 718,928 | 689,255 | |||||||||||||||||||||
| First Student Bidco Inc. | Transportation: Consumer | Term Loan C | Loan | 3M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.73 | % | 7/21/2028 | 269,608 | 268,052 | 256,993 | |||||||||||||||||||||
| Fitness International, LLC (LA Fitness) | Services: Consumer | Term Loan B (4/18) | Loan | 3M USD SOFR+ | 3.25 | % | 1.00 | % | 8.08 | % | 4/18/2025 | 1,330,058 | 1,326,810 | 1,268,211 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Flutter Financing B.V. | Hotel, Gaming & Leisure | Term Loan | Loan | 3M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.98 | % | 7/21/2026 | 1,975,000 | 1,972,044 | 1,971,643 | |||||||||||||||||||||
| Flutter Financing B.V. | Hotel, Gaming & Leisure | Third Amendment 2028-B Term Loan | Loan | 3M USD SOFR+ | 3.25 | % | 0.50 | % | 8.09 | % | 7/21/2028 | 748,125 | 732,248 | 747,848 | |||||||||||||||||||||
| FOCUS FINANCIAL PARTNERS, LLC | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.50 | % | 7.87 | % | 6/30/2028 | 1,487,298 | 1,470,684 | 1,477,765 | |||||||||||||||||||||
| Franchise Group, Inc. | Services: Consumer | First Out Term Loan | Loan | 3M USD LIBOR+ | 4.75 | % | 0.75 | % | 9.56 | % | 3/10/2026 | 799,104 | 793,938 | 760,148 | |||||||||||||||||||||
| Franchise Group, Inc. | Services: Consumer | Term Loan B | Loan | 3M USD SOFR+ | 4.75 | % | 0.75 | % | 9.70 | % | 3/10/2026 | 3,000,000 | 2,852,614 | 2,857,500 | |||||||||||||||||||||
| Franklin Square Holdings, L.P. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.94 | % | 8/1/2025 | 4,308,730 | 4,296,025 | 4,303,344 | |||||||||||||||||||||
| Froneri International (R&R Ice Cream) | Beverage, Food & Tobacco | Term Loan B-2 | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.88 | % | 1/29/2027 | 1,950,000 | 1,948,124 | 1,915,524 | |||||||||||||||||||||
| Garrett LX III S.a r.l. | Automotive | Dollar Term Loan | Loan | 3M USD LIBOR+ | 3.25 | % | 0.50 | % | 8.08 | % | 4/30/2028 | 1,481,250 | 1,475,822 | 1,460,261 | |||||||||||||||||||||
| Gates Global LLC | Automotive | Term Loan (11/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.12 | % | 11/15/2029 | 249,375 | 242,119 | 249,121 | |||||||||||||||||||||
| Gemini HDPE LLC | Chemicals, Plastics, & Rubber | Term Loan B (12/20) | Loan | 3M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.83 | % | 12/31/2027 | 2,289,884 | 2,276,592 | 2,281,297 | |||||||||||||||||||||
| Genesee & Wyoming, Inc. | Transportation: Cargo | Term Loan (11/19) | Loan | 3M USD LIBOR+ | 2.00 | % | 0.00 | % | 6.73 | % | 12/30/2026 | 1,458,750 | 1,454,820 | 1,453,892 | |||||||||||||||||||||
| GGP Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 2.96 | % | 8/27/2025 | 3,072,992 | 2,734,560 | 3,053,141 | |||||||||||||||||||||
| Global Tel*Link Corporation | Telecommunications | Term Loan B | Loan | 3M USD SOFR+ | 4.25 | % | 0.00 | % | 9.08 | % | 11/29/2025 | 4,897,634 | 4,753,219 | 4,342,830 | |||||||||||||||||||||
| Go Daddy Operating Company, LLC | High Tech Industries | Term Loan 2/21 | Loan | 1M USD LIBOR+ | 2.00 | % | 0.00 | % | 6.63 | % | 8/10/2027 | 1,959,799 | 1,959,799 | 1,950,255 | |||||||||||||||||||||
| GOLDEN WEST PACKAGING GROUP LLC | Forest Products & Paper | Term Loan (11/21) | Loan | 1M USD LIBOR+ | 5.25 | % | 0.75 | % | 9.88 | % | 12/1/2027 | 1,962,500 | 1,946,411 | 1,903,625 | |||||||||||||||||||||
| Graham Packaging Co Inc | Containers, Packaging & Glass | Term Loan (2/21) | Loan | 1M USD LIBOR+ | 3.00 | % | 0.75 | % | 7.63 | % | 8/7/2027 | 962,517 | 957,931 | 956,501 | |||||||||||||||||||||
| Great Outdoors Group, LLC | Retail | Term Loan B2 | Loan | 1M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.38 | % | 3/6/2028 | 980,094 | 976,551 | 964,471 | |||||||||||||||||||||
| Greenhill & Co., Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 3M USD LIBOR+ | 3.25 | % | 0.00 | % | 8.20 | % | 4/12/2024 | 2,844,231 | 2,836,329 | 2,789,707 | |||||||||||||||||||||
| Griffon Corporation | Consumer goods: Durable | Term Loan B | Loan | 1M USD SOFR+ | 2.50 | % | 0.50 | % | 7.20 | % | 1/24/2029 | 154,375 | 154,051 | 152,959 | |||||||||||||||||||||
| Grosvenor Capital Management Holdings, LLLP | Banking, Finance, Insurance & Real Estate | Amendment 5 Term Loan | Loan | 1M USD LIBOR+ | 2.50 | % | 0.50 | % | 7.13 | % | 2/24/2028 | 2,836,805 | 2,834,453 | 2,808,437 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Groupe Solmax Inc. | Environmental Industries | Term Loan (6/21) | Loan | 3M USD LIBOR+ | 4.75 | % | 0.75 | % | 9.48 | % | 5/27/2028 | 1,994,937 | 1,625,873 | 1,720,633 | |||||||||||||||||||||
| Harbor Freight Tools USA, Inc. | Retail | Term Loan B (06/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 10/19/2027 | 3,438,442 | 3,420,645 | 3,324,355 | |||||||||||||||||||||
| Helix Gen Funding, LLc | Energy: Electricity | Term Loan B (02/17) | Loan | 1M USD LIBOR+ | 3.75 | % | 1.00 | % | 8.38 | % | 6/3/2024 | 209,702 | 209,702 | 208,332 | |||||||||||||||||||||
| Hillman Group Inc. (The) (New) | Consumer goods: Durable | Term Loan B-1 (2/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 7/14/2028 | 3,479,167 | 3,473,274 | 3,441,105 | |||||||||||||||||||||
| Hillman Group Inc. (The) (New) (a) | Consumer goods: Durable | Delayed Draw Term Loan (2/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 7/14/2028 | 66,667 | 66,667 | 57,444 | |||||||||||||||||||||
| HLF Financing SARL (Herbalife) | Consumer goods: Non-durable | Term Loan B (08/18) | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.13 | % | 8/18/2025 | 3,510,000 | 3,504,423 | 3,452,225 | |||||||||||||||||||||
| Holley Purchaser, Inc | Automotive | Term Loan (11/21) | Loan | 3M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.48 | % | 11/17/2028 | 2,317,577 | 2,309,047 | 1,888,825 | |||||||||||||||||||||
| Howden Group Holdings | Banking, Finance, Insurance & Real Estate | Term Loan (1/21) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.75 | % | 7.94 | % | 11/12/2027 | 2,152,191 | 2,144,311 | 2,117,218 | |||||||||||||||||||||
| Hudson River Trading LLC | Banking, Finance, Insurance & Real Estate | Term Loan (3/21) | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 7.73 | % | 3/17/2028 | 5,895,000 | 5,850,826 | 5,619,173 | |||||||||||||||||||||
| Idera, Inc. | High Tech Industries | Term Loan (02/21) | Loan | 3M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.51 | % | 3/2/2028 | 4,811,111 | 4,802,585 | 4,635,698 | |||||||||||||||||||||
| IMA Financial Group, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (10/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 11/1/2028 | 1,980,000 | 1,972,160 | 1,947,825 | |||||||||||||||||||||
| INDY US BIDCO, LLC | Services: Business | Term Loan (11/21) | Loan | 1M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.38 | % | 3/6/2028 | 2,215,703 | 2,215,226 | 1,888,200 | |||||||||||||||||||||
| Ineos US Finance LLC | Chemicals, Plastics, & Rubber | Term Loan C | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 8.42 | % | 2/9/2030 | 1,000,000 | 990,000 | 991,560 | |||||||||||||||||||||
| INEOS US PETROCHEM LLC | Chemicals, Plastics, & Rubber | Term Loan (1/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 1/29/2026 | 1,979,950 | 1,929,143 | 1,967,080 | |||||||||||||||||||||
| Informatica Inc. | High Tech Industries | Term Loan B (10/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.00 | % | 7.44 | % | 10/27/2028 | 496,250 | 495,896 | 494,761 | |||||||||||||||||||||
| Ingram Micro Inc. | Wholesale | Term Loan | Loan | 3M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.23 | % | 6/30/2028 | 1,477,500 | 1,465,872 | 1,468,266 | |||||||||||||||||||||
| Inmar Acquisition Sub, Inc. | Services: Business | Term Loan B | Loan | 1M USD LIBOR+ | 4.00 | % | 1.00 | % | 8.63 | % | 5/1/2024 | 3,350,673 | 3,327,770 | 3,270,055 | |||||||||||||||||||||
| Innophos, Inc. | Chemicals, Plastics, & Rubber | Term Loan B | Loan | 1M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.88 | % | 2/4/2027 | 486,250 | 484,966 | 483,007 | |||||||||||||||||||||
| INSTANT BRANDS HOLDINGS INC. | Consumer goods: Durable | Term Loan 4/21 | Loan | 3M USD LIBOR+ | 5.00 | % | 0.75 | % | 9.95 | % | 4/7/2028 | 4,027,667 | 4,010,741 | 2,154,802 | |||||||||||||||||||||
| IRB Holding Corporation | Beverage, Food & Tobacco | Term Loan B3 | Loan | 1M USD SOFR+ | 3.00 | % | 0.75 | % | 7.57 | % | 12/14/2027 | 500,000 | 495,150 | 493,125 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| IRB Holding T/L B (1/22) | Beverage, Food & Tobacco | Term Loan B | Loan | 1M USD SOFR+ | 3.00 | % | 0.75 | % | 7.69 | % | 12/15/2027 | 500,000 | 495,150 | 493,125 | |||||||||||||||||||||
| Isagenix International, LLC (b) | Beverage, Food & Tobacco | Term Loan | Loan | 3M USD LIBOR+ | 7.75 | % | 1.00 | % | 11.35 | % | 6/14/2025 | 2,330,036 | 2,311,947 | 814,068 | |||||||||||||||||||||
| J Jill Group, Inc | Retail | Priming Term Loan | Loan | 3M USD LIBOR+ | 5.00 | % | 1.00 | % | 9.83 | % | 5/8/2024 | 1,553,698 | 1,553,299 | 1,464,361 | |||||||||||||||||||||
| Jane Street Group | Banking, Finance, Insurance & Real Estate | Term Loan (1/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.00 | % | 7.38 | % | 1/31/2028 | 3,920,000 | 3,917,671 | 3,897,970 | |||||||||||||||||||||
| Journey Personal Care Corp. | Consumer goods: Non-durable | Term Loan B | Loan | 3M USD LIBOR+ | 4.25 | % | 0.75 | % | 8.98 | % | 3/1/2028 | 985,000 | 981,310 | 731,569 | |||||||||||||||||||||
| JP Intermediate B, LLC | Consumer goods: Non-durable | Term Loan | Loan | 3M USD LIBOR+ | 5.50 | % | 1.00 | % | 10.33 | % | 11/15/2025 | 3,884,160 | 3,863,896 | 2,469,199 | |||||||||||||||||||||
| Klockner-Pentaplast of America, Inc. | Containers, Packaging & Glass | Term Loan (1/21) (USD) | Loan | 6M USD SOFR+ | 4.75 | % | 0.50 | % | 10.13 | % | 2/12/2026 | 1,473,750 | 1,469,605 | 1,354,936 | |||||||||||||||||||||
| Kodiak BP, LLC | Construction & Building | Term Loan | Loan | 3M USD LIBOR+ | 3.25 | % | 0.75 | % | 7.98 | % | 3/13/2028 | 491,242 | 490,111 | 472,083 | |||||||||||||||||||||
| KREF Holdings X LLC | Banking, Finance, Insurance & Real Estate | Term Loan (11/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 9/1/2027 | 491,288 | 482,835 | 482,690 | |||||||||||||||||||||
| Lakeland Tours, LLC | Hotel, Gaming & Leisure | Holdco Fixed Term Loan | Loan | Fixed | 0.00 | % | 0.00 | % | 13.25 | % | 9/27/2027 | 990,775 | 383,373 | 644,004 | |||||||||||||||||||||
| Lealand Finance Company B.V. | Energy: Oil & Gas | Exit Term Loan | Loan | 1M USD LIBOR+ | 1.00 | % | 0.00 | % | 5.63 | % | 6/30/2025 | 345,078 | 345,078 | 221,426 | |||||||||||||||||||||
| LHS BORROWER, LLC | Construction & Building | Term Loan (02/22) | Loan | 1M USD SOFR+ | 4.75 | % | 0.50 | % | 9.47 | % | 2/16/2029 | 997,487 | 815,989 | 817,940 | |||||||||||||||||||||
| Lifetime Brands, Inc | Consumer goods: Non-durable | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 1.00 | % | 8.23 | % | 2/28/2025 | 2,616,496 | 2,602,628 | 2,295,975 | |||||||||||||||||||||
| Liquid Tech Solutions Holdings, LLC | Services: Business | Term Loan | Loan | 6M USD LIBOR+ | 4.75 | % | 0.00 | % | 8.92 | % | 3/17/2028 | 985,000 | 982,312 | 940,675 | |||||||||||||||||||||
| LogMeIn, Inc. | High Tech Industries | Term Loan (8/20) | Loan | 1M USD LIBOR+ | 4.75 | % | 0.00 | % | 9.38 | % | 8/31/2027 | 3,920,000 | 3,868,809 | 2,137,145 | |||||||||||||||||||||
| LOYALTY VENTURES INC. (b) | Services: Business | Term Loan B | Loan | Prime | 3.50 | % | 0.50 | % | 11.25 | % | 11/3/2027 | 3,089,630 | 3,074,278 | 926,889 | |||||||||||||||||||||
| LPL Holdings, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B1 | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.32 | % | 11/11/2026 | 1,207,856 | 1,206,501 | 1,203,701 | |||||||||||||||||||||
| LSF11 A5 HOLDCO LLC | Chemicals, Plastics, & Rubber | Term Loan (01/23) | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 8.97 | % | 10/14/2028 | 500,000 | 486,534 | 489,165 | |||||||||||||||||||||
| LSF11 A5 HOLDCO LLC | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.23 | % | 10/16/2028 | 248,125 | 247,170 | 241,508 | |||||||||||||||||||||
| LSF9 Atlantis Holdings, LLC (A Wireless) | Retail | Term Loan B | Loan | 3M USD SOFR+ | 7.25 | % | 0.75 | % | 11.83 | % | 3/29/2029 | 2,962,500 | 2,872,908 | 2,888,438 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| MAGNITE, INC. | Services: Business | Term Loan | Loan | 1M USD LIBOR+ | 5.00 | % | 0.75 | % | 9.63 | % | 4/28/2028 | 2,964,950 | 2,901,156 | 2,826,575 | |||||||||||||||||||||
| Marriott Ownership Resorts, Inc. | Hotel, Gaming & Leisure | Term Loan (11/19) | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 8/29/2025 | 1,317,074 | 1,317,074 | 1,308,842 | |||||||||||||||||||||
| Match Group, Inc, The | Services: Consumer | Term Loan (1/20) | Loan | 3M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.49 | % | 2/15/2027 | 250,000 | 249,658 | 247,500 | |||||||||||||||||||||
| Maxar Technologies Inc | Aerospace & Defense | Term Loan (6/22) | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 8.97 | % | 6/14/2029 | 1,994,987 | 1,926,722 | 1,997,641 | |||||||||||||||||||||
| Mayfield Agency Borrower Inc. (FeeCo) | Banking, Finance, Insurance & Real Estate | Term Loan B (02/23) | Loan | 3M USD SOFR+ | 5.00 | % | 0.00 | % | 8.81 | % | 2/27/2028 | 3,450,000 | 3,346,500 | 3,363,750 | |||||||||||||||||||||
| McGraw-Hill Education, Inc. | Media: Advertising, Printing & Publishing | Term Loan (07/21) | Loan | 3M USD LIBOR+ | 4.75 | % | 0.50 | % | 9.70 | % | 7/28/2028 | 1,975,000 | 1,957,770 | 1,894,025 | |||||||||||||||||||||
| MedAssets Software Inter Hldg, Inc. | High Tech Industries | Term Loan (11/21) (USD) | Loan | 1M USD LIBOR+ | 4.00 | % | 0.50 | % | 8.63 | % | 12/18/2028 | 496,250 | 493,413 | 462,753 | |||||||||||||||||||||
| Mermaid Bidco Inc. | High Tech Industries | Term Loan B2 | Loan | 3M USD LIBOR+ | 3.50 | % | 0.75 | % | 8.30 | % | 12/22/2027 | 983,769 | 981,224 | 964,093 | |||||||||||||||||||||
| Messer Industries, LLC | Chemicals, Plastics, & Rubber | Term Loan B | Loan | 3M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.23 | % | 3/1/2026 | 2,980,405 | 2,970,477 | 2,968,871 | |||||||||||||||||||||
| Michaels Companies Inc | Retail | Term Loan B (Magic Mergeco) | Loan | 3M USD LIBOR+ | 4.25 | % | 0.75 | % | 8.98 | % | 4/8/2028 | 2,467,450 | 2,452,022 | 2,254,632 | |||||||||||||||||||||
| MPH Acquisition Holdings LLC (Multiplan) | Services: Business | Term Loan B (08/21) | Loan | 3M USD LIBOR+ | 4.25 | % | 0.50 | % | 9.20 | % | 9/1/2028 | 2,992,424 | 2,725,679 | 2,509,148 | |||||||||||||||||||||
| MW Industries, Inc. (Helix Acquisition Holdings) | Capital Equipment | Term Loan (2019 Incremental) | Loan | 3M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.48 | % | 9/30/2024 | 2,842,097 | 2,823,791 | 2,778,150 | |||||||||||||||||||||
| NAB Holdings, LLC (North American Bancard) | Banking, Finance, Insurance & Real Estate | Term Loan (11/21) | Loan | 3M USD SOFR+ | 3.00 | % | 0.50 | % | 7.73 | % | 11/23/2028 | 2,970,000 | 2,963,897 | 2,927,678 | |||||||||||||||||||||
| Napa Management Services Corp | Healthcare & Pharmaceuticals | Term Loan B (02/22) | Loan | 1M USD SOFR+ | 5.25 | % | 0.75 | % | 9.95 | % | 2/22/2029 | 3,000,000 | 2,407,500 | 2,285,640 | |||||||||||||||||||||
| Natgasoline LLC | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD LIBOR+ | 3.50 | % | 0.00 | % | 8.19 | % | 11/14/2025 | 3,436,481 | 3,419,311 | 3,395,690 | |||||||||||||||||||||
| National Mentor Holdings, Inc. | Healthcare & Pharmaceuticals | Term Loan 2/21 | Loan | 1M USD SOFR+ | 3.75 | % | 0.75 | % | 8.47 | % | 3/2/2028 | 2,736,043 | 2,727,702 | 2,108,477 | |||||||||||||||||||||
| National Mentor Holdings, Inc. | Healthcare & Pharmaceuticals | Term Loan C 2/21 | Loan | 3M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.48 | % | 3/2/2028 | 87,464 | 87,137 | 67,402 | |||||||||||||||||||||
| NEW ERA CAP, LLC | Consumer goods: Durable | Term Loan (01/22) | Loan | 3M USD LIBOR+ | 6.00 | % | 0.75 | % | 10.82 | % | 7/13/2027 | 3,628,164 | 3,627,422 | 3,483,037 | |||||||||||||||||||||
| Nexstar Broadcasting, Inc. (Mission Broadcasting) | Media: Broadcasting & Subscription | Term Loan | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.13 | % | 9/18/2026 | 657,625 | 652,850 | 655,745 | |||||||||||||||||||||
| Next Level Apparel, Inc. | Retail | Term Loan | Loan | 3M USD LIBOR+ | 5.50 | % | 1.00 | % | 10.33 | % | 8/9/2024 | 1,675,340 | 1,670,519 | 1,373,779 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| NortonLifeLock Inc. | High Tech Industries | Term Loan B | Loan | 1M USD SOFR+ | 2.00 | % | 0.50 | % | 6.72 | % | 9/12/2029 | 1,398,374 | 1,392,077 | 1,382,391 | |||||||||||||||||||||
| Novae LLC | Automotive | Term Loan B | Loan | 3M USD SOFR+ | 5.00 | % | 0.75 | % | 9.82 | % | 12/22/2028 | 1,985,000 | 1,972,048 | 1,692,213 | |||||||||||||||||||||
| Nuvei Technologies Corp. | High Tech Industries | US Term Loan | Loan | 1M USD LIBOR+ | 2.50 | % | 0.50 | % | 7.13 | % | 9/29/2025 | 2,216,250 | 2,213,211 | 2,210,709 | |||||||||||||||||||||
| Olaplex, Inc. | Consumer goods: Non-durable | Term Loan (2/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.20 | % | 2/23/2029 | 2,492,500 | 2,386,817 | 2,224,556 | |||||||||||||||||||||
| Open Text Corporation | High Tech Industries | Term Loan B | Loan | 1M USD SOFR+ | 3.50 | % | 0.50 | % | 8.22 | % | 8/24/2029 | 1,500,000 | 1,455,000 | 1,496,955 | |||||||||||||||||||||
| Organon & Co. | Healthcare & Pharmaceuticals | Term Loan USD | Loan | 3M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.75 | % | 6/2/2028 | 2,327,083 | 2,318,310 | 2,297,995 | |||||||||||||||||||||
| Pacific Gas & Electric | Utilities: Electric | Term Loan | Loan | 1M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.69 | % | 6/18/2025 | 1,464,944 | 1,460,891 | 1,457,619 | |||||||||||||||||||||
| PACTIV EVERGREEN GROUP HOLDINGS INC. | Containers, Packaging & Glass | Term Loan B | Loan | 1M USD LIBOR+ | 3.25 | % | 0.50 | % | 7.88 | % | 9/20/2028 | 987,500 | 983,571 | 981,950 | |||||||||||||||||||||
| Padagis LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3M USD LIBOR+ | 4.75 | % | 0.50 | % | 9.54 | % | 7/6/2028 | 941,176 | 933,570 | 864,122 | |||||||||||||||||||||
| Panther Guarantor II, L.P. (Forcepoint) | High Tech Industries | Term Loan 1/21 | Loan | 3M USD LIBOR+ | 4.25 | % | 0.50 | % | 9.08 | % | 1/7/2028 | 492,500 | 489,882 | 461,719 | |||||||||||||||||||||
| PAR PETROLEUM LLC | Energy: Oil & Gas | Term Loan 2/23 | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 8.92 | % | 2/13/2030 | 1,500,000 | 1,477,500 | 1,479,375 | |||||||||||||||||||||
| PATAGONIA HOLDCO LLC | Telecommunications | Term Loan B | Loan | 3M USD SOFR+ | 5.75 | % | 0.50 | % | 10.47 | % | 8/1/2029 | 1,995,000 | 1,653,635 | 1,700,738 | |||||||||||||||||||||
| Pathway Partners Vet Management Company LLC | Services: Business | Term Loan | Loan | 1M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.38 | % | 3/30/2027 | 486,509 | 479,333 | 424,630 | |||||||||||||||||||||
| PCI Gaming Authority | Hotel, Gaming & Leisure | Term Loan | Loan | 1M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.13 | % | 5/29/2026 | 809,038 | 806,994 | 807,396 | |||||||||||||||||||||
| PEARLS (Netherlands) Bidco B.V. | Chemicals, Plastics, & Rubber | USD Term Loan (02/22) | Loan | 3M USD SOFR+ | 3.75 | % | 0.50 | % | 8.43 | % | 2/28/2029 | 992,500 | 990,539 | 975,131 | |||||||||||||||||||||
| PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC | Healthcare & Pharmaceuticals | Term Loan (12/22) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.50 | % | 7.88 | % | 12/29/2028 | 1,292,862 | 1,287,663 | 1,272,396 | |||||||||||||||||||||
| PEDIATRIC ASSOCIATES HOLDING COMPANY, LLC (a) | Healthcare & Pharmaceuticals | Delayed Draw Term Loan (12/21) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.50 | % | 7.88 | % | 12/29/2028 | 147,287 | 147,287 | 144,174 | |||||||||||||||||||||
| Penn National Gaming, Inc | Hotel, Gaming & Leisure | Term Loan B | Loan | 1M USD SOFR+ | 2.75 | % | 0.50 | % | 7.47 | % | 5/3/2029 | 995,000 | 990,530 | 990,851 | |||||||||||||||||||||
| Peraton Corp. | Aerospace & Defense | Term Loan B | Loan | 1M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.38 | % | 2/1/2028 | 5,306,577 | 5,291,284 | 5,249,372 | |||||||||||||||||||||
| PHYSICIAN PARTNERS, LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 1M USD SOFR+ | 4.00 | % | 0.50 | % | 8.72 | % | 12/23/2028 | 1,985,000 | 1,967,896 | 1,900,638 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Pike Corporation | Construction & Building | Term Loan (8/22) | Loan | 1M USD SOFR+ | 3.50 | % | 0.00 | % | 8.12 | % | 1/21/2028 | 498,750 | 487,274 | 497,294 | |||||||||||||||||||||
| Pitney Bowes Inc | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 4.00 | % | 0.00 | % | 8.73 | % | 3/17/2028 | 3,939,924 | 3,914,651 | 3,789,734 | |||||||||||||||||||||
| Plastipak Holdings Inc. | Containers, Packaging & Glass | Term Loan B (11/21) | Loan | 1M USD LIBOR+ | 2.50 | % | 0.50 | % | 7.13 | % | 12/1/2028 | 1,921,176 | 1,913,386 | 1,911,974 | |||||||||||||||||||||
| Playtika Holding Corp. | High Tech Industries | Term Loan B (3/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.00 | % | 7.38 | % | 3/13/2028 | 4,421,250 | 4,414,119 | 4,370,804 | |||||||||||||||||||||
| PMHC II, INC. | Chemicals, Plastics, & Rubber | Term Loan (02/22) | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.08 | % | 4/21/2029 | 1,995,000 | 1,986,056 | 1,710,912 | |||||||||||||||||||||
| PointClickCare Technologies, Inc. | High Tech Industries | Term Loan B | Loan | 3M USD LIBOR+ | 3.00 | % | 0.75 | % | 7.75 | % | 12/29/2027 | 491,250 | 489,531 | 487,566 | |||||||||||||||||||||
| Polymer Process Holdings, Inc. | Containers, Packaging & Glass | Term Loan | Loan | 1M USD LIBOR+ | 4.75 | % | 0.75 | % | 9.38 | % | 2/12/2028 | 5,403,750 | 5,359,857 | 5,025,488 | |||||||||||||||||||||
| Pre-Paid Legal Services, Inc. | Services: Consumer | Term Loan (12/21) | Loan | 1M USD LIBOR+ | 3.75 | % | 0.50 | % | 8.38 | % | 12/15/2028 | 2,977,500 | 2,956,393 | 2,929,116 | |||||||||||||||||||||
| Presidio, Inc. | Services: Business | Term Loan B (1/20) | Loan | 3M USD SOFR+ | 3.50 | % | 0.00 | % | 8.28 | % | 1/22/2027 | 487,500 | 486,909 | 485,267 | |||||||||||||||||||||
| Prime Security Services Borrower, LLC (ADT) | Services: Consumer | Term Loan (1/21) | Loan | 3M USD LIBOR+ | 2.75 | % | 0.75 | % | 7.52 | % | 9/23/2026 | 3,520,468 | 3,520,468 | 3,511,667 | |||||||||||||||||||||
| PRIORITY HOLDINGS, LLC | Services: Consumer | Term Loan | Loan | 3M USD LIBOR+ | 5.75 | % | 1.00 | % | 10.70 | % | 4/27/2027 | 2,955,000 | 2,932,371 | 2,936,531 | |||||||||||||||||||||
| PriSo Acquisition Corporation | Construction & Building | Term Loan (01/21) | Loan | 3M USD LIBOR+ | 3.25 | % | 0.75 | % | 8.00 | % | 12/28/2027 | 491,245 | 489,458 | 450,310 | |||||||||||||||||||||
| Project Leopard Holdings, Inc. (NEW) | High Tech Industries | Term Loan B (06/22) | Loan | 6M USD SOFR+ | 5.25 | % | 0.50 | % | 9.80 | % | 7/20/2029 | 1,000,000 | 933,902 | 924,690 | |||||||||||||||||||||
| Prometric Inc. (Sarbacane Bidco) | Services: Consumer | Term Loan | Loan | 1M USD LIBOR+ | 3.00 | % | 1.00 | % | 7.64 | % | 1/29/2025 | 476,438 | 475,777 | 444,278 | |||||||||||||||||||||
| PUG LLC | Services: Consumer | Term Loan B (02/20) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.00 | % | 8.13 | % | 2/12/2027 | 480,126 | 478,777 | 378,099 | |||||||||||||||||||||
| QUEST BORROWER LIMITED | High Tech Industries | Term Loan (1/22) | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 9.08 | % | 2/1/2029 | 1,990,000 | 1,972,710 | 1,707,539 | |||||||||||||||||||||
| Rackspace Technology Global, Inc. | High Tech Industries | Term Loan (1/21) | Loan | 3M USD LIBOR+ | 2.75 | % | 0.75 | % | 7.60 | % | 2/15/2028 | 2,974,823 | 2,882,889 | 1,863,310 | |||||||||||||||||||||
| RAND PARENT LLC | Transportation: Cargo | Term Loan B | Loan | 1M USD SOFR+ | 4.25 | % | 0.00 | % | 8.80 | % | 2/7/2030 | 1,500,000 | 1,462,500 | 1,455,000 | |||||||||||||||||||||
| RealPage, Inc. | High Tech Industries | Term Loan (04/21) | Loan | 1M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.63 | % | 4/24/2028 | 987,500 | 985,860 | 955,159 | |||||||||||||||||||||
| Renaissance Learning, Inc. | Services: Consumer | Term Loan (5/18) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.88 | % | 5/30/2025 | 2,938,373 | 2,922,432 | 2,871,025 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Rent-A-Center, Inc. | Retail | Term Loan B2 (9/21) | Loan | 3M USD LIBOR+ | 3.25 | % | 0.50 | % | 8.13 | % | 2/17/2028 | 1,976,155 | 1,934,422 | 1,927,997 | |||||||||||||||||||||
| Research Now Group, Inc | Media: Advertising, Printing & Publishing | Term Loan | Loan | 3M USD LIBOR+ | 5.50 | % | 1.00 | % | 10.31 | % | 12/20/2024 | 4,298,135 | 4,249,328 | 3,200,305 | |||||||||||||||||||||
| Resideo Funding Inc. | Services: Consumer | Term Loan (1/21) | Loan | 3M USD LIBOR+ | 2.25 | % | 0.50 | % | 7.12 | % | 2/11/2028 | 1,473,750 | 1,471,623 | 1,471,908 | |||||||||||||||||||||
| Resolute Investment Managers (American Beacon), Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (10/20) | Loan | 3M USD LIBOR+ | 4.25 | % | 1.00 | % | 8.98 | % | 4/30/2024 | 3,038,616 | 3,035,050 | 2,385,313 | |||||||||||||||||||||
| Restoration Hardware, Inc. | Retail | Term Loan (9/21) | Loan | 1M USD LIBOR+ | 2.50 | % | 0.50 | % | 7.13 | % | 10/20/2028 | 3,462,437 | 3,456,353 | 3,320,477 | |||||||||||||||||||||
| Reynolds Consumer Products LLC | Containers, Packaging & Glass | Term Loan | Loan | 1M USD SOFR+ | 1.75 | % | 0.00 | % | 6.47 | % | 1/29/2027 | 1,276,932 | 1,276,737 | 1,273,880 | |||||||||||||||||||||
| Reynolds Group Holdings Inc. | Containers, Packaging & Glass | Term Loan B2 | Loan | 1M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.88 | % | 2/5/2026 | 3,124,551 | 3,114,804 | 3,114,302 | |||||||||||||||||||||
| Rocket Software, Inc. | High Tech Industries | Term Loan (11/18) | Loan | 1M USD LIBOR+ | 4.25 | % | 0.00 | % | 8.88 | % | 11/28/2025 | 2,875,317 | 2,870,016 | 2,818,414 | |||||||||||||||||||||
| Russell Investments US Inst’l Holdco, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (10/20) | Loan | 1M USD LIBOR+ | 3.50 | % | 1.00 | % | 8.13 | % | 6/2/2025 | 5,590,662 | 5,565,048 | 5,499,813 | |||||||||||||||||||||
| RV Retailer LLC | Automotive | Term Loan | Loan | 3M USD SOFR+ | 3.75 | % | 0.75 | % | 8.55 | % | 2/8/2028 | 2,957,631 | 2,912,519 | 2,516,441 | |||||||||||||||||||||
| Ryan Specialty Group LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 3.00 | % | 0.75 | % | 7.72 | % | 9/1/2027 | 1,478,623 | 1,467,543 | 1,474,010 | |||||||||||||||||||||
| S&S HOLDINGS LLC | Services: Business | Term Loan | Loan | 3M USD LIBOR+ | 5.00 | % | 0.50 | % | 9.83 | % | 3/10/2028 | 2,458,719 | 2,409,819 | 2,349,625 | |||||||||||||||||||||
| Sally Holdings LLC | Retail | Term Loan B | Loan | 1M USD SOFR+ | 2.50 | % | 0.00 | % | 7.06 | % | 3/24/2030 | 500,000 | 496,250 | 498,750 | |||||||||||||||||||||
| Samsonite International S.A. | Consumer goods: Non-durable | Term Loan B2 | Loan | 1M USD LIBOR+ | 3.00 | % | 0.75 | % | 7.63 | % | 4/25/2025 | 927,537 | 914,134 | 927,537 | |||||||||||||||||||||
| Schweitzer-Mauduit International, Inc. | High Tech Industries | Term Loan B | Loan | 1M USD LIBOR+ | 3.75 | % | 0.75 | % | 8.44 | % | 4/20/2028 | 2,955,000 | 2,942,014 | 2,895,900 | |||||||||||||||||||||
| Scientific Games Holdings LP | Hotel, Gaming & Leisure | Term Loan B | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.10 | % | 4/4/2029 | 498,750 | 497,703 | 489,942 | |||||||||||||||||||||
| Sedgwick Claims Management Services, Inc. | Services: Business | Term Loan B 2/23 | Loan | 1M USD SOFR+ | 3.75 | % | 0.00 | % | 8.32 | % | 2/17/2028 | 1,000,000 | 990,000 | 987,500 | |||||||||||||||||||||
| SETANTA AIRCRAFT LEASING DAC | Aerospace & Defense | Term Loan | Loan | 3M USD LIBOR+ | 2.00 | % | 0.00 | % | 6.73 | % | 11/2/2028 | 1,000,000 | 998,000 | 991,250 | |||||||||||||||||||||
| Signify Health, LLC | Healthcare & Pharmaceuticals | Term Loan B (6/21) | Loan | 3M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.73 | % | 6/16/2028 | 493,750 | 491,846 | 493,750 | |||||||||||||||||||||
| Sitel Worldwide Corporation | Services: Business | USD Term Loan (7/21) | Loan | 1M USD LIBOR+ | 3.75 | % | 0.50 | % | 8.39 | % | 8/28/2028 | 1,975,000 | 1,967,031 | 1,966,982 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| SiteOne Landscape Supply, LLC | Services: Business | Term Loan (3/21) | Loan | 1M USD LIBOR+ | 2.00 | % | 0.50 | % | 6.64 | % | 3/18/2028 | 777,852 | 776,450 | 774,609 | |||||||||||||||||||||
| SMG US Midco 2, Inc. | Services: Business | Term Loan (01/20) | Loan | 3M USD LIBOR+ | 2.50 | % | 0.00 | % | 7.33 | % | 1/23/2025 | 485,000 | 485,000 | 479,243 | |||||||||||||||||||||
| Smyrna Ready Mix Concrete, LLC | Construction & Building | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 8.97 | % | 4/2/2029 | 1,000,000 | 992,500 | 995,000 | |||||||||||||||||||||
| Solis IV B.V. | Consumer goods: Durable | Term Loan B-1 | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.37 | % | 2/26/2029 | 1,994,987 | 1,724,963 | 1,826,132 | |||||||||||||||||||||
| Sotheby’s | Services: Business | Term Loan (7/21) | Loan | 3M USD LIBOR+ | 4.50 | % | 0.50 | % | 9.33 | % | 1/15/2027 | 3,223,744 | 3,183,482 | 3,209,237 | |||||||||||||||||||||
| Sparta U.S. HoldCo LLC | Chemicals, Plastics, & Rubber | Term Loan (04/21) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.75 | % | 7.82 | % | 8/2/2028 | 1,980,000 | 1,972,123 | 1,964,160 | |||||||||||||||||||||
| Specialty Pharma III Inc. | Services: Business | Term Loan | Loan | 1M USD LIBOR+ | 4.25 | % | 0.75 | % | 8.88 | % | 3/31/2028 | 1,975,000 | 1,959,930 | 1,821,938 | |||||||||||||||||||||
| Spectrum Brands, Inc. | Consumer goods: Durable | Term Loan (2/21) | Loan | 3M USD LIBOR+ | 2.00 | % | 0.50 | % | 6.96 | % | 3/3/2028 | 491,250 | 490,363 | 487,158 | |||||||||||||||||||||
| Spin Holdco, Inc. | Services: Consumer | Term Loan 3/21 | Loan | 3M USD LIBOR+ | 4.00 | % | 0.75 | % | 8.77 | % | 3/4/2028 | 2,947,500 | 2,935,211 | 2,475,487 | |||||||||||||||||||||
| Spirit Aerosystems Inc. | Aerospace & Defense | Term Loan (11/22) | Loan | 3M USD SOFR+ | 4.50 | % | 0.50 | % | 9.18 | % | 1/14/2027 | 498,750 | 484,414 | 498,541 | |||||||||||||||||||||
| SRAM, LLC | Consumer goods: Durable | Term Loan (05/21) | Loan | 1M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.38 | % | 5/12/2028 | 2,709,091 | 2,705,948 | 2,682,000 | |||||||||||||||||||||
| SS&C Technologies, Inc. | Services: Business | Term Loan B3 | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 4/16/2025 | 167,061 | 166,987 | 166,678 | |||||||||||||||||||||
| SS&C Technologies, Inc. | Services: Business | Term Loan B4 | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 4/16/2025 | 148,146 | 148,083 | 147,807 | |||||||||||||||||||||
| SS&C Technologies, Inc. | Services: Business | Term Loan B-5 | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 4/16/2025 | 458,152 | 457,773 | 457,199 | |||||||||||||||||||||
| STANDARD INDUSTRIES INC. | Construction & Building | Term Loan B | Loan | 6M USD LIBOR+ | 2.25 | % | 0.50 | % | 6.43 | % | 9/22/2028 | 630,250 | 625,240 | 628,032 | |||||||||||||||||||||
| Staples, Inc. | Wholesale | Term Loan (03/19) | Loan | 3M USD LIBOR+ | 5.00 | % | 0.00 | % | 9.81 | % | 4/16/2026 | 4,341,357 | 4,246,081 | 4,013,802 | |||||||||||||||||||||
| Storable, Inc | High Tech Industries | Term Loan B | Loan | 3M USD SOFR+ | 3.50 | % | 0.50 | % | 8.08 | % | 4/17/2028 | 495,000 | 494,153 | 482,318 | |||||||||||||||||||||
| Summit Materials, LLC | Metals & Mining | Term Loan B (12/22) | Loan | 3M USD SOFR+ | 3.00 | % | 0.00 | % | 7.61 | % | 12/13/2027 | 250,000 | 247,640 | 249,583 | |||||||||||||||||||||
| Superannuation & Investments US LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD LIBOR+ | 3.75 | % | 0.50 | % | 8.38 | % | 12/1/2028 | 990,000 | 981,648 | 984,515 | |||||||||||||||||||||
| Sweetwater Borrower, LLC | Retail | Term Loan (8/21) | Loan | 1M USD LIBOR+ | 4.25 | % | 0.75 | % | 8.94 | % | 8/2/2028 | 2,000,000 | 1,905,968 | 1,880,000 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| Syncsort Incorporated | High Tech Industries | Term Loan B (10/21) | Loan | 3M USD LIBOR+ | 4.00 | % | 0.75 | % | 8.82 | % | 4/24/2028 | 2,469,987 | 2,468,993 | 2,243,984 | |||||||||||||||||||||
| Ta TT Buyer LLC | Media: Broadcasting & Subscription | Term Loan 3/22 | Loan | 6M USD SOFR+ | 5.00 | % | 0.50 | % | 8.98 | % | 4/2/2029 | 997,500 | 988,507 | 982,538 | |||||||||||||||||||||
| Tenable Holdings, Inc. | Services: Business | Term Loan B (6/21) | Loan | 3M USD LIBOR+ | 2.75 | % | 0.50 | % | 7.58 | % | 7/7/2028 | 990,000 | 988,026 | 980,922 | |||||||||||||||||||||
| Teneo Holdings LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD SOFR+ | 5.25 | % | 1.00 | % | 9.97 | % | 7/15/2025 | 4,383,217 | 4,330,652 | 4,322,948 | |||||||||||||||||||||
| Ten-X, LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD LIBOR+ | 4.00 | % | 1.00 | % | 8.63 | % | 9/27/2024 | 1,900,000 | 1,899,296 | 1,819,250 | |||||||||||||||||||||
| The Dun & Bradstreet Corporation | Services: Business | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 7.85 | % | 1/18/2029 | 248,125 | 246,554 | 246,636 | |||||||||||||||||||||
| The Dun & Bradstreet Corporation | Services: Business | Term Loan | Loan | 1M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.87 | % | 2/6/2026 | 962,949 | 962,285 | 960,021 | |||||||||||||||||||||
| THE KNOT WORLDWIDE INC. | Services: Consumer | Term Loan (1/22) | Loan | 1M USD SOFR+ | 4.50 | % | 0.00 | % | 9.22 | % | 12/19/2025 | 4,845,447 | 4,840,970 | 4,833,333 | |||||||||||||||||||||
| Thor Industries, Inc. | Automotive | USD Term Loan (3/21) | Loan | 1M USD LIBOR+ | 3.00 | % | 0.00 | % | 7.69 | % | 2/1/2026 | 2,015,823 | 1,990,264 | 2,004,494 | |||||||||||||||||||||
| Torrid LLC | Wholesale | Term Loan 5/21 | Loan | 3M USD LIBOR+ | 5.50 | % | 0.75 | % | 10.31 | % | 6/14/2028 | 2,978,835 | 2,540,024 | 2,529,031 | |||||||||||||||||||||
| TORY BURCH LLC | Retail | Term Loan | Loan | 1M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.13 | % | 4/15/2028 | 1,329,211 | 1,232,469 | 1,268,147 | |||||||||||||||||||||
| Tosca Services, LLC | Containers, Packaging & Glass | Term Loan (2/21) | Loan | 1M USD SOFR+ | 3.50 | % | 0.75 | % | 8.23 | % | 8/18/2027 | 490,000 | 485,078 | 383,180 | |||||||||||||||||||||
| Trans Union LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 1M USD LIBOR+ | 2.25 | % | 0.50 | % | 6.88 | % | 12/1/2028 | 796,452 | 794,928 | 791,203 | |||||||||||||||||||||
| Transdigm, Inc. | Aerospace & Defense | Term Loan H | Loan | 3M USD SOFR+ | 3.25 | % | 0.00 | % | 7.83 | % | 2/21/2027 | 1,993,370 | 1,990,666 | 1,989,941 | |||||||||||||||||||||
| TRITON WATER HOLDINGS, INC. | Beverage, Food & Tobacco | Term Loan (03/21) | Loan | 3M USD LIBOR+ | 3.50 | % | 0.50 | % | 8.23 | % | 3/31/2028 | 1,477,502 | 1,471,933 | 1,372,422 | |||||||||||||||||||||
| Tronox Finance LLC | Chemicals, Plastics, & Rubber | Term Loan | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.88 | % | 3/10/2028 | 346,923 | 346,338 | 340,907 | |||||||||||||||||||||
| TruGreen Limited Partnership | Services: Consumer | Term Loan | Loan | 1M USD LIBOR+ | 4.00 | % | 0.75 | % | 8.63 | % | 10/29/2027 | 954,501 | 949,189 | 873,368 | |||||||||||||||||||||
| Uber Technologies, Inc. | Transportation: Consumer | Term Loan B (2/21) | Loan | 3M USD LIBOR+ | 3.50 | % | 0.00 | % | 8.45 | % | 2/25/2027 | 3,906,277 | 3,874,854 | 3,913,620 | |||||||||||||||||||||
| Ultra Clean Holdings, Inc. | High Tech Industries | Incremental Term Loan 3/21 | Loan | 1M USD LIBOR+ | 3.75 | % | 0.00 | % | 8.38 | % | 8/27/2025 | 820,338 | 817,776 | 819,928 | |||||||||||||||||||||
| Unimin Corporation | Metals & Mining | Term Loan (12/20) | Loan | 3M USD LIBOR+ | 4.00 | % | 1.00 | % | 8.78 | % | 7/31/2026 | 496,815 | 476,431 | 489,984 | |||||||||||||||||||||
| Issuer Name | Industry | Asset Name | Asset Type | Reference Rate/Spread | SOFR/LIBOR Floor | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||
| United Natural Foods, Inc | Beverage, Food & Tobacco | Term Loan B | Loan | 1M USD SOFR+ | 3.25 | % | 0.00 | % | 7.98 | % | 10/22/2025 | 1,289,967 | 1,252,901 | 1,291,309 | |||||||||||||||||||||
| United Road Services Inc. | Transportation: Cargo | Term Loan (10/17) | Loan | 3M USD LIBOR+ | 5.75 | % | 1.00 | % | 10.70 | % | 9/1/2024 | 889,180 | 886,242 | 465,335 | |||||||||||||||||||||
| Univision Communications Inc. | Media: Broadcasting & Subscription | Term Loan B (6/21) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.75 | % | 7.88 | % | 3/15/2026 | 2,446,648 | 2,441,783 | 2,426,610 | |||||||||||||||||||||
| Univision Communications Inc. | Media: Broadcasting & Subscription | Term Loan B (6/22) | Loan | 3M USD SOFR+ | 4.25 | % | 0.50 | % | 8.83 | % | 6/25/2029 | 248,750 | 241,881 | 248,233 | |||||||||||||||||||||
| Utz Quality Foods, LLC | Beverage, Food & Tobacco | Term Loan B | Loan | 1M USD SOFR+ | 3.00 | % | 0.00 | % | 7.73 | % | 1/20/2028 | 1,828,465 | 1,827,288 | 1,825,046 | |||||||||||||||||||||
| Vaco Holdings, LLC | Services: Business | Term Loan (01/22) | Loan | 3M USD SOFR+ | 5.00 | % | 0.75 | % | 9.73 | % | 1/19/2029 | 2,342,210 | 2,275,198 | 2,310,989 | |||||||||||||||||||||
| Vericast Corp. | Media: Advertising, Printing & Publishing | Term Loan | Loan | 3M USD SOFR+ | 7.75 | % | 1.00 | % | 12.33 | % | 6/15/2026 | 1,201,006 | 1,199,817 | 939,787 | |||||||||||||||||||||
| Verifone Systems, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan (7/18) | Loan | 3M USD LIBOR+ | 4.00 | % | 0.00 | % | 8.96 | % | 8/20/2025 | 1,368,031 | 1,364,137 | 1,269,875 | |||||||||||||||||||||
| Vertex Aerospace Services Corp | Aerospace & Defense | Term Loan (10/21) | Loan | 1M USD LIBOR+ | 3.50 | % | 0.75 | % | 8.13 | % | 12/6/2028 | 992,500 | 988,789 | 987,895 | |||||||||||||||||||||
| VFH Parent LLC | Banking, Finance, Insurance & Real Estate | Term Loan (01/22) | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 7.66 | % | 1/12/2029 | 3,069,879 | 3,063,097 | 3,036,111 | |||||||||||||||||||||
| Viasat Inc | Telecommunications | Term Loan (2/22) | Loan | 1M USD SOFR+ | 4.50 | % | 0.50 | % | 9.23 | % | 3/2/2029 | 1,994,987 | 1,948,951 | 1,967,137 | |||||||||||||||||||||
| Virtus Investment Partners, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B (9/21) | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.85 | % | 9/28/2028 | 2,853,409 | 2,845,646 | 2,834,377 | |||||||||||||||||||||
| Vistra Energy Corp | Utilities: Electric | 2018 Incremental Term Loan | Loan | 1M USD LIBOR+ | 1.75 | % | 0.00 | % | 6.38 | % | 12/31/2025 | 897,014 | 896,802 | 895,023 | |||||||||||||||||||||
| Vizient, Inc | Healthcare & Pharmaceuticals | Term Loan 4/22 | Loan | 1M USD SOFR+ | 2.25 | % | 0.50 | % | 6.91 | % | 5/16/2029 | 497,500 | 492,868 | 496,525 | |||||||||||||||||||||
| VM Consolidated, Inc. | Construction & Building | Term Loan B (3/21) | Loan | 1M USD LIBOR+ | 3.25 | % | 0.00 | % | 7.88 | % | 3/24/2028 | 2,185,087 | 2,183,095 | 2,180,170 | |||||||||||||||||||||
| Vouvray US Finance LLC | High Tech Industries | Term Loan | Loan | 1M USD SOFR+ | 6.00 | % | 1.00 | % | 10.62 | % | 9/9/2025 | 471,250 | 471,250 | 442,386 | |||||||||||||||||||||
| Walker & Dunlop, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan B (12/22) | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 7.72 | % | 12/15/2028 | 500,000 | 490,249 | 496,250 | |||||||||||||||||||||
| Warner Music Group Corp. (WMG Acquisition Corp.) | Hotel, Gaming & Leisure | Term Loan Incremental (11/22) | Loan | 1M USD SOFR+ | 3.00 | % | 0.50 | % | 7.62 | % | 1/19/2028 | 500,000 | 490,562 | 498,960 | |||||||||||||||||||||
| Warner Music Group Corp. (WMG Acquisition Corp.) | Hotel, Gaming & Leisure | Term Loan G | Loan | 1M USD LIBOR+ | 2.13 | % | 0.00 | % | 6.76 | % | 1/20/2028 | 1,250,000 | 1,249,851 | 1,243,750 | |||||||||||||||||||||
| Watlow Electric Manufacturing Company | High Tech Industries | Term Loan B | Loan | 3M USD SOFR+ | 3.75 | % | 0.50 | % | 8.69 | % | 3/2/2028 | 2,456,250 | 2,447,468 | 2,417,368 | |||||||||||||||||||||
| West Corporation | Telecommunications | Term Loan B-3 | Loan | 3M USD SOFR+ | 4.00 | % | 1.00 | % | 8.93 | % | 4/9/2027 | 1,189,119 | 1,172,865 | 1,044,939 | |||||||||||||||||||||
| WEX Inc. | Services: Business | Term Loan B (3/21) | Loan | 1M USD LIBOR+ | 2.25 | % | 0.00 | % | 6.88 | % | 3/31/2028 | 2,954,924 | 2,946,492 | 2,944,582 | |||||||||||||||||||||
| WildBrain Ltd. | Media: Diversified & Production | Term Loan | Loan | 1M USD SOFR+ | 4.25 | % | 0.75 | % | 8.98 | % | 3/27/2028 | 1,965,000 | 1,935,307 | 1,864,903 | |||||||||||||||||||||
| Xperi Corporation | High Tech Industries | Term Loan | Loan | 1M USD LIBOR+ | 3.50 | % | 0.00 | % | 8.13 | % | 6/8/2028 | 2,427,446 | 2,420,580 | 2,388,752 | |||||||||||||||||||||
| Zayo Group, LLC | Telecommunications | Term Loan 4/22 | Loan | 1M USD SOFR+ | 4.25 | % | 0.50 | % | 8.87 | % | 3/9/2027 | 992,500 | 971,029 | 842,027 | |||||||||||||||||||||
| ZEBRA BUYER (Allspring) LLC | Banking, Finance, Insurance & Real Estate | Term Loan 4/21 | Loan | 3M USD LIBOR+ | 3.00 | % | 0.50 | % | 7.75 | % | 11/1/2028 | 880,444 | 876,985 | 874,941 | |||||||||||||||||||||
| Zekelman Industries, Inc. | Metals & Mining | Term Loan (01/20) | Loan | 3M USD LIBOR+ | 2.00 | % | 0.00 | % | 6.73 | % | 1/25/2027 | 961,471 | 961,471 | 948,251 | |||||||||||||||||||||
| Zest Acquisition Corp. | Healthcare & Pharmaceuticals | Term Loan (1/23) | Loan | 1M USD SOFR+ | 5.50 | % | 0.00 | % | 10.07 | % | 1/31/2028 | 2,000,000 | 1,901,512 | 1,928,340 | |||||||||||||||||||||
| Zodiac Pool Solutions | Consumer goods: Durable | Term Loan (1/22) | Loan | 1M USD SOFR+ | 2.00 | % | 0.50 | % | 6.72 | % | 1/29/2029 | 495,000 | 494,015 | 490,192 | |||||||||||||||||||||
| TOTAL INVESTMENTS | $ | 645,599,001 | $ | 605,954,468 | |||||||||||||||||||||||||||||||
| Number of Shares | Cost | Fair Value | ||||||||||
| Cash and cash equivalents | ||||||||||||
| U.S. Bank Money Market (c) | 23,776,950 | $ | 23,776,950 | $ | 23,776,950 | |||||||
| Total cash and cash equivalents | 23,776,950 | $ | 23,776,950 | $ | 23,776,950 | |||||||
| (a) | All or a portion of this investment has an unfunded commitment as of February 28, 2023. |
| (b) | As of February 28, 2023, the investment was in default and on non-accrual status. |
| (c) | Included within cash and cash equivalents in Saratoga CLO’s Statements of Assets and Liabilities as of February 28, 2023. |
| (d) | Investments include Payment-in-Kind Interest. |
LIBOR—London Interbank Offered Rate
SOFR - Secured Overnight Financing Rate
Issuer Name | Industry | Asset Name | Asset Type | Spread | LIBOR Floor | PIK | Current Rate (All In) | Maturity Date | Principal/ Number of Shares | Cost | Fair Value | |||||||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | A-1 Preferred Shares | Equity | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 6,692 | $ | 669,214 | $ | 6,725 | ||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | A-2 Preferred Shares | Equity | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 18,975 | 1,897,538 | 247 | ||||||||||||||||||||||||
New Millennium Holdco, Inc. | Healthcare & Pharmaceuticals | Common Stock | Equity | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 14,813 | 964,466 | 15,746 | ||||||||||||||||||||||||
24 Hour Holdings III, LLC | Leisure Goods/Activities/Movies | Term Loan | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 5/28/2021 | $ | 487,500 | 484,284 | 476,127 | ||||||||||||||||||||||
ABBCon-Cise Optical Group, LLC | Healthcare & Pharmaceuticals | Term Loan B | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 6/15/2023 | 1,995,000 | 1,975,193 | 2,009,963 | |||||||||||||||||||||||
Acosta Holdco, Inc. | Media | Term Loan B1 | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.29 | % | 9/26/2021 | 1,940,025 | 1,929,297 | 1,893,348 | |||||||||||||||||||||||
Advantage Sales & Marketing, Inc. | Services: Business | Delayed Draw Term Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 7/25/2021 | 2,446,206 | 2,443,710 | 2,438,574 | |||||||||||||||||||||||
Aegis Toxicology Science Corporation | Healthcare & Pharmaceuticals | Term B Loan | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 2/24/2021 | 2,463,550 | 2,337,204 | 2,412,234 | |||||||||||||||||||||||
Agrofresh, Inc. | Food Services | Term Loan | Loan | 4.75 | % | 1.00 | % | 0.00 | % | 5.75 | % | 7/30/2021 | 1,970,000 | 1,962,367 | 1,898,587 | |||||||||||||||||||||||
AI MISTRAL T/L (V. GROUP) | Utilities | Term Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 3/11/2024 | 500,000 | 500,000 | 500,940 | |||||||||||||||||||||||
Akorn, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 4/16/2021 | 398,056 | 396,948 | 403,529 | |||||||||||||||||||||||
Albertson’s LLC | Retailers (Except Food and Drugs) | Term LoanB-4 | Loan | 3.00 | % | 0.75 | % | 0.00 | % | 3.78 | % | 8/25/2021 | 2,896,193 | 2,879,009 | 2,931,179 | |||||||||||||||||||||||
Alere Inc. (fka IM US Holdings, LLC) | Healthcare & Pharmaceuticals | Term Loan B | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 6/20/2022 | 917,946 | 916,144 | 919,479 | |||||||||||||||||||||||
Alion Science and Technology Corporation | High Tech Industries | Term Loan B (First Lien) | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 8/19/2021 | 2,955,000 | 2,943,621 | 2,951,306 | |||||||||||||||||||||||
Alliance Healthcare Services, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.29 | % | 6/3/2019 | 984,570 | 981,094 | 977,184 | |||||||||||||||||||||||
ALPHA 3 T/L B1 (ATOTECH) | Chemicals/Plastics | Term Loan B 1 | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 1/31/2024 | 250,000 | 249,377 | 252,500 | |||||||||||||||||||||||
Anchor Glass T/L (11/16) | Containers/Glass Products | Term Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 12/7/2023 | 500,000 | 497,626 | 505,780 | |||||||||||||||||||||||
APCO Holdings, Inc. | Automotive | Term Loan | Loan | 6.00 | % | 1.00 | % | 0.00 | % | 7.00 | % | 1/31/2022 | 1,933,919 | 1,887,037 | 1,885,571 | |||||||||||||||||||||||
Aramark Corporation | Food Products | U.S. Term F Loan | Loan | 2.50 | % | 0.75 | % | 0.00 | % | 3.50 | % | 2/24/2021 | 3,118,358 | 3,118,358 | 3,147,327 | |||||||||||||||||||||||
Aspen Dental Management, Inc. | Healthcare & Pharmaceuticals | Term Loan Initial | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 4/29/2022 | 1,484,941 | 1,481,061 | 1,491,446 | |||||||||||||||||||||||
Astoria Energy T/L B | Utilities | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 12/24/2021 | 1,495,307 | 1,480,354 | 1,499,045 | |||||||||||||||||||||||
Asurion, LLC (fka Asurion Corporation) | Insurance | Replacement Term LoanB-2 | Loan | 3.25 | % | 0.75 | % | 0.00 | % | 4.03 | % | 7/8/2020 | 531,422 | 526,976 | 537,024 | |||||||||||||||||||||||
Asurion, LLC (fka Asurion Corporation) | Insurance | Term Loan B4 (First Lien) | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 8/4/2022 | 2,434,375 | 2,422,950 | 2,463,661 | |||||||||||||||||||||||
Auction.com, LLC | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 5/13/2019 | 2,718,634 | 2,718,434 | 2,739,024 | |||||||||||||||||||||||
Avantor Performance Materials Holdings, Inc. | Chemicals/Plastics | Term Loan | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 6/21/2022 | 2,784,429 | 2,760,689 | 2,819,234 | |||||||||||||||||||||||
AVOLON TLB BORROWER 1 LUXEMBOURG S.A.R.L. | Capital Equipment | Term LoanB-2 | Loan | 2.75 | % | 0.75 | % | 0.00 | % | 3.50 | % | 3/20/2022 | 1,000,000 | 995,000 | 1,017,300 | |||||||||||||||||||||||
Bass Pro Group, LLC | Retailers (Except Food and Drugs) | Term Loan | Loan | 3.25 | % | 0.75 | % | 0.00 | % | 4.02 | % | 6/5/2020 | 1,473,750 | 1,471,637 | 1,411,116 | |||||||||||||||||||||||
Belmond Interfin Ltd. | Lodging & Casinos | Term Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 3/19/2021 | 2,481,122 | 2,484,502 | 2,488,888 | |||||||||||||||||||||||
BJ’s Wholesale Club, Inc. | Food/Drug Retailers | New 2013 (November) Replacement Loan (First Lien) | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 2/2/2024 | 1,500,000 | 1,496,335 | 1,487,385 | |||||||||||||||||||||||
Blackboard T/L B4 | High Tech Industries | Term Loan B4 | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.02 | % | 6/30/2021 | 2,992,500 | 2,969,529 | 3,008,390 | |||||||||||||||||||||||
BMC Software | Technology | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 9/10/2020 | 1,959,596 | 1,917,256 | 1,965,729 | |||||||||||||||||||||||
BMC Software T/L US | Technology | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 9/10/2020 | 676,193 | 665,400 | 679,607 | |||||||||||||||||||||||
Brickman Group Holdings, Inc. | Brokers/Dealers/Investment Houses | Initial Term Loan (First Lien) | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 12/18/2020 | 1,461,186 | 1,451,382 | 1,467,952 | |||||||||||||||||||||||
BWAY Holding Company | Leisure Goods/Activities/Movies | Term Loan B | Loan | 3.25 | % | 0.00 | % | 0.00 | % | 4.75 | % | 8/14/2023 | 1,189,327 | 1,179,242 | 1,189,826 | |||||||||||||||||||||||
Candy Intermediate Holdings, Inc. | Beverage, Food & Tobacco | Term Loan | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 6/15/2023 | 497,500 | 495,317 | 500,609 | |||||||||||||||||||||||
Capital Automotive L.P. | Conglomerate | TrancheB-1 Term Loan Facility | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 4/10/2019 | 1,487,353 | 1,489,058 | 1,500,829 | |||||||||||||||||||||||
CASA SYSTEMS T/L | Telecommunications | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 12/20/2023 | 1,500,000 | 1,485,318 | 1,500,000 | |||||||||||||||||||||||
Catalent Pharma Solutions, Inc | Drugs | Initial Term B Loan | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 5/20/2021 | 424,821 | 423,456 | 429,953 | |||||||||||||||||||||||
Cengage Learning Acquisitions, Inc. | Publishing | Term Loan | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 6/7/2023 | 1,492,500 | 1,477,575 | 1,411,965 | |||||||||||||||||||||||
CH HOLD (CALIBER COLLISION) T/L | Automotive | Term Loan | Loan | 3.00 | % | 0.00 | % | 0.00 | % | 4.00 | % | 2/1/2024 | 227,273 | 226,758 | 229,545 | |||||||||||||||||||||||
Charter Communications Operating, LLC | Cable and Satellite Television | Term F Loan | Loan | 2.00 | % | 0.00 | % | 0.00 | % | 2.79 | % | 1/3/2021 | 1,609,533 | 1,603,525 | 1,617,130 | |||||||||||||||||||||||
CHS/Community Health Systems, Inc. | Healthcare & Pharmaceuticals | Term G Loan | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.80 | % | 12/31/2019 | 981,177 | 960,939 | 972,866 | |||||||||||||||||||||||
CHS/Community Health Systems, Inc. | Healthcare & Pharmaceuticals | Term H Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.05 | % | 1/27/2021 | 1,805,352 | 1,763,950 | 1,773,940 | |||||||||||||||||||||||
CITGO Petroleum Corporation | Oil & Gas | Term Loan B | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 7/29/2021 | 1,964,874 | 1,946,245 | 1,976,172 | |||||||||||||||||||||||
Communications Sales & Leasing, Inc. | Telecommunications | Term Loan B (First Lien) | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 10/24/2022 | 1,970,062 | 1,958,282 | 1,980,405 | |||||||||||||||||||||||
Concordia Healthcare Corporation | Healthcare & Pharmaceuticals | Term Loan B | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 10/21/2021 | 1,980,000 | 1,891,488 | 1,615,522 | |||||||||||||||||||||||
Consolidated Aerospace Manufacturing, LLC | Aerospace and Defense | Term Loan (First Lien) | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 8/11/2022 | 1,418,750 | 1,412,839 | 1,365,547 | |||||||||||||||||||||||
Consolidated Communications, Inc. | Telecommunications | Term LoanB-2 | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 10/5/2023 | 500,000 | 497,500 | 502,890 | |||||||||||||||||||||||
CPI Acquisition Inc. | Technology | Term Loan B (First Lien) | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.83 | % | 8/17/2022 | 1,436,782 | 1,418,783 | 1,289,511 | |||||||||||||||||||||||
CPI International Acquisition, Inc. (f/k/a Catalyst Holdings, Inc.) | Electronics/Electric | Term B Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 11/17/2017 | 2,462,342 | 2,461,490 | 2,457,934 | |||||||||||||||||||||||
Crosby US Acquisition Corporation | Industrial Equipment | Initial Term Loan (First Lien) | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.05 | % | 11/23/2020 | 727,500 | 726,911 | 667,329 | |||||||||||||||||||||||
CT Technologies Intermediate Hldgs, Inc | Healthcare & Pharmaceuticals | Term Loan | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 12/1/2021 | 1,470,113 | 1,458,924 | 1,389,256 | |||||||||||||||||||||||
Culligan InternationalCompany-T/L | Conglomerate | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 12/13/2023 | 2,050,000 | 2,049,738 | 2,083,313 | |||||||||||||||||||||||
Cumulus Media Holdings Inc. | Broadcast Radio and Television | Term Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 12/23/2020 | 470,093 | 467,345 | 342,580 | |||||||||||||||||||||||
DAE Aviation (StandardAero) | Aerospace and Defense | Term Loan | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 7/7/2022 | 1,975,000 | 1,967,190 | 1,987,838 | |||||||||||||||||||||||
DASEKE T/L (HENNESSY CAPITAL) | Transportation | Term Loan | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.50 | % | 2/27/2024 | 714,286 | 707,143 | 717,857 | |||||||||||||||||||||||
DCS Business Services, Inc. | Financial Intermediaries | Term B Loan | Loan | 7.25 | % | 1.50 | % | 0.00 | % | 8.75 | % | 3/19/2018 | 2,101,458 | 2,096,045 | 2,101,458 | |||||||||||||||||||||||
Delta 2 (Lux) S.a.r.l. | Lodging & Casinos | Term LoanB-3 | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 5.07 | % | 7/30/2021 | 1,000,000 | 996,568 | 1,002,920 | |||||||||||||||||||||||
DELL INTERNATIONAL 1ST LIEN T/L | High Tech Industries | Term Loan (01/17) | Loan | 2.50 | % | 0.75 | % | 0.00 | % | 3.25 | % | 9/7/2023 | 1,000,000 | 998,850 | 1,006,480 | |||||||||||||||||||||||
Deluxe Entertainment Service Group, Inc. | Leisure Goods/Activities/Movies | Term Loan (Incremental) | Loan | 6.00 | % | 1.00 | % | 0.00 | % | 7.04 | % | 2/28/2020 | 1,000,000 | 972,672 | 997,500 | |||||||||||||||||||||||
Deluxe Entertainment Service Group, Inc. | Leisure Goods/Activities/Movies | Term Loan (First Lien) | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.54 | % | 2/28/2020 | 1,868,084 | 1,869,141 | 1,864,199 | |||||||||||||||||||||||
DEX MEDIA, INC. | Media | Term Loan (07/16) | Loan | 10.00 | % | 1.00 | % | 0.00 | % | 11.00 | % | 7/29/2021 | 43,444 | 43,444 | 44,041 | |||||||||||||||||||||||
Diebold, Inc. | High Tech Industries | Term Loan B | Loan | 4.50 | % | 0.75 | % | 0.00 | % | 5.31 | % | 11/6/2023 | 398,750 | 395,190 | 404,731 | |||||||||||||||||||||||
DIGITALGLOBE T/L B (12/16) | Aerospace and Defense | Term Loan B | Loan | 2.75 | % | 0.75 | % | 0.00 | % | 3.53 | % | 1/15/2024 | 500,000 | 498,815 | 502,030 | |||||||||||||||||||||||
DJO Finance, LLC | Healthcare & Pharmaceuticals | Term Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 6/8/2020 | 492,500 | 490,933 | 483,388 | |||||||||||||||||||||||
DPX Holdings B.V. | Healthcare & Pharmaceuticals | Term Loan 2015 Incr Dollar | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 3/11/2021 | 2,925,000 | 2,919,916 | 2,937,431 | |||||||||||||||||||||||
Drew Marine Group, Inc. | Chemicals/Plastics | Term Loan (First Lien) | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 11/19/2020 | 2,950,591 | 2,923,591 | 2,928,461 | |||||||||||||||||||||||
DTZ U.S. Borrower, LLC | Construction & Building | Term Loan BAdd-on | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.30 | % | 11/4/2021 | 1,962,557 | 1,954,741 | 1,973,703 | |||||||||||||||||||||||
DUKE FINANCE (OM GROUP/VECTRA) T/L | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 2/21/2024 | 1,500,000 | 1,395,987 | 1,511,250 | |||||||||||||||||||||||
Edelman Financial Group, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.51 | % | 12/19/2022 | 1,485,000 | 1,459,535 | 1,487,317 | |||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | Term Loan A | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.51 | % | 7/2/2020 | 501,970 | 488,778 | 177,446 | |||||||||||||||||||||||
Education Management II, LLC | Leisure Goods/Activities/Movies | Term Loan B (2.00% Cash/6.50% PIK) | Loan | 1.00 | % | 1.00 | % | 6.50 | % | 8.51 | % | 7/2/2020 | 954,307 | 934,189 | 77,938 | |||||||||||||||||||||||
Emerald Performance Materials, LLC | Chemicals/Plastics | Term Loan (First Lien) | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 8/1/2021 | 480,756 | 479,151 | 483,308 | |||||||||||||||||||||||
Emerald Performance Materials, LLC | Chemicals/Plastics | Term Loan (Second Lien) | Loan | 7.75 | % | 1.00 | % | 0.00 | % | 8.75 | % | 8/1/2022 | 500,000 | 498,153 | 498,595 | |||||||||||||||||||||||
Emerald 2 Limited | Chemicals/Plastics | Term Loan B1A | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 5/14/2021 | 1,000,000 | 994,172 | 950,000 | |||||||||||||||||||||||
Endo International plc | Healthcare & Pharmaceuticals | Term Loan B | Loan | 3.00 | % | 0.75 | % | 0.00 | % | 3.81 | % | 9/26/2022 | 990,000 | 987,999 | 994,247 | |||||||||||||||||||||||
EnergySolutions, LLC | Environmental Industries | Term Loan B | Loan | 5.75 | % | 1.00 | % | 0.00 | % | 6.75 | % | 5/29/2020 | 795,000 | 785,654 | 799,969 | |||||||||||||||||||||||
Engility Corporation | Aerospace and Defense | Term LoanB-1 | Loan | 4.25 | % | 0.70 | % | 0.00 | % | 4.03 | % | 8/12/2020 | 243,750 | 242,680 | 245,503 | |||||||||||||||||||||||
Evergreen Acqco 1 LP | Retailers (Except Food and Drugs) | New Term Loan | Loan | 3.75 | % | 1.25 | % | 0.00 | % | 5.00 | % | 7/9/2019 | 955,106 | 954,175 | 846,224 | |||||||||||||||||||||||
EWT Holdings III Corp. (fka WTG Holdings III Corp.) | Industrial Equipment | Term Loan (First Lien) | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 1/15/2021 | 1,947,330 | 1,943,904 | 1,954,632 | |||||||||||||||||||||||
EWT Holdings III Corp. | Capital Equipment | Term Loan | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 1/15/2021 | 992,500 | 984,248 | 997,463 | |||||||||||||||||||||||
Extreme Reach, Inc. | Media | Term Loan B | Loan | 6.25 | % | 1.00 | % | 0.00 | % | 7.25 | % | 2/7/2020 | 2,887,500 | 2,860,092 | 2,905,547 | |||||||||||||||||||||||
Federal-Mogul Corporation | Automotive | Tranche C Term Loan | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 4/15/2021 | 2,925,000 | 2,915,873 | 2,894,434 | |||||||||||||||||||||||
First Data Corporation | Financial Intermediaries | First Data T/L Ext (2021) | Loan | 3.00 | % | 0.70 | % | 0.00 | % | 3.78 | % | 3/24/2021 | 1,886,914 | 1,804,119 | 1,904,010 | |||||||||||||||||||||||
First Eagle Investment Management | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 4.00 | % | 0.75 | % | 0.00 | % | 5.00 | % | 12/1/2022 | 1,485,000 | 1,460,081 | 1,493,361 | |||||||||||||||||||||||
Fitness International, LLC | Leisure Goods/Activities/Movies | Term Loan B | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 7/1/2020 | 1,929,311 | 1,905,661 | 1,947,793 | |||||||||||||||||||||||
FMG Resources (August 2006) Pty LTD (FMG America Finance, Inc.) | Nonferrous Metals/Minerals | Loan | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 6/28/2019 | 801,502 | 802,865 | 806,279 | |||||||||||||||||||||||
Garda World Security Corporation | Services: Business | Term B Delayed Draw Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 11/6/2020 | 197,083 | 196,509 | 197,822 | |||||||||||||||||||||||
Garda World Security Corporation | Services: Business | Term B Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 11/6/2020 | 770,417 | 768,226 | 773,306 | |||||||||||||||||||||||
Gardner Denver, Inc. | High Tech Industries | Initial Dollar Term Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.57 | % | 7/30/2020 | 2,426,061 | 2,421,316 | 2,420,263 | |||||||||||||||||||||||
Gates Global LLC | Leisure Goods/Activities/Movies | Term Loan (First Lien) | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 7/5/2021 | 481,656 | 476,839 | 481,478 | |||||||||||||||||||||||
General Nutrition Centers, Inc. | Retailers (Except Food and Drugs) | Amended Tranche B Term Loan | Loan | 2.50 | % | 0.75 | % | 0.00 | % | 3.29 | % | 3/4/2019 | 2,121,102 | 2,117,573 | 1,765,817 | |||||||||||||||||||||||
GLOBALLOGIC HOLDINGS INC TERM LOAN B | Services: Business | Term Loan B | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 6/20/2022 | 500,000 | 495,133 | 501,250 | |||||||||||||||||||||||
Global Tel*Link Corporation | Services: Business | Term Loan (First Lien) | Loan | 3.75 | % | 1.25 | % | 0.00 | % | 5.00 | % | 5/26/2020 | 2,667,633 | 2,661,035 | 2,654,962 | |||||||||||||||||||||||
Goodyear Tire & Rubber Company, The | Chemicals/Plastics | Loan (Second Lien) | Loan | 3.00 | % | 0.75 | % | 0.00 | % | 3.78 | % | 4/30/2019 | 1,333,333 | 1,320,613 | 1,333,747 | |||||||||||||||||||||||
Grosvenor Capital Management Holdings, LP | Brokers/Dealers/Investment Houses | Initial Term Loan | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 1/4/2021 | 1,014,560 | 1,011,573 | 1,010,755 | |||||||||||||||||||||||
GTCR Valor Companies, Inc. | Services: Business | Term Loan B | Loan | 6.00 | % | 1.00 | % | 0.00 | % | 7.00 | % | 6/16/2023 | 1,492,500 | 1,436,528 | 1,501,201 | |||||||||||||||||||||||
Harland Clarke Holdings Corp. (fka Clarke American Corp.) | Publishing | TrancheB-4 Term Loan | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.50 | % | 2/9/2022 | 2,176,889 | 2,117,378 | 2,190,495 | |||||||||||||||||||||||
Headwaters Incorporated | Building & Development | Term Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 3/24/2022 | 242,058 | 241,141 | 242,784 | |||||||||||||||||||||||
Help/Systems Holdings, Inc. | High Tech Industries | Term Loan | Loan | 5.25 | % | 1.00 | % | 0.00 | % | 6.25 | % | 10/8/2021 | 1,485,000 | 1,433,886 | 1,485,000 | |||||||||||||||||||||||
Hemisphere Media Holdings, LLC | Media | Term Loan B | Loan | 3.50 | % | 0.00 | % | 0.00 | % | 4.27 | % | 2/14/2024 | 2,500,000 | 2,512,500 | 2,493,750 | |||||||||||||||||||||||
Herbalife T/L B (HLF Financing) | Drugs | Term Loan B | Loan | 5.50 | % | 0.75 | % | 0.00 | % | 6.28 | % | 2/15/2023 | 2,000,000 | 1,985,000 | 2,001,660 | |||||||||||||||||||||||
Hercules Achievement Holdings, Inc. | Retailers (Except Food and Drugs) | Term Loan B | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 12/10/2021 | 246,851 | 244,820 | 250,431 | |||||||||||||||||||||||
Hoffmaster Group, Inc. | Containers/Glass Products | Term Loan | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 11/21/2023 | 1,000,000 | 1,003,734 | 1,013,750 | |||||||||||||||||||||||
Hostess Brand, LLC | Beverage, Food & Tobacco | Term Loan B (First Lien) | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 8/3/2022 | 1,490,000 | 1,486,482 | 1,507,508 | |||||||||||||||||||||||
Huntsman International LLC | Chemicals/Plastics | Term Loan B (First Lien) | Loan | 3.00 | % | 0.70 | % | 0.00 | % | 3.78 | % | 4/19/2019 | 1,518,031 | 1,510,811 | 1,525,150 | |||||||||||||||||||||||
Husky Injection Molding Systems Ltd. | Services: Business | Term Loan B | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 6/30/2021 | 469,398 | 467,182 | 472,158 | |||||||||||||||||||||||
Hyperion Refinance T/L | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 4/29/2022 | 1,994,924 | 1,971,849 | 1,998,675 | |||||||||||||||||||||||
Imagine! Print Solutions, Inc. | Media | Term Loan B | Loan | 6.00 | % | 1.00 | % | 0.00 | % | 7.00 | % | 3/30/2022 | 496,250 | 489,837 | 499,972 | |||||||||||||||||||||||
Infor US (Lawson) T/LB-6 | Services: Business | Term LoanB-6 | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 2/1/2022 | 1,609,802 | 1,595,316 | 1,610,945 | |||||||||||||||||||||||
Informatica Corporation | High Tech Industries | Term Loan B | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 8/5/2022 | 493,750 | 492,732 | 490,664 | |||||||||||||||||||||||
Insight Global | Services: Business | Term Loan | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 10/29/2021 | 3,450,126 | 3,434,977 | 3,471,690 | |||||||||||||||||||||||
ION Media T/L B | Media | Term Loan B | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 12/18/2020 | 500,000 | 497,615 | 506,875 | |||||||||||||||||||||||
J. Crew Group, Inc. | Retailers (Except Food and Drugs) | TermB-1 Loan Retired 03/05/2014 | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 3/5/2021 | 945,756 | 945,756 | 540,660 | |||||||||||||||||||||||
Jazz Acquisition, Inc | Aerospace and Defense | First Lien 6/14 | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 6/19/2021 | 487,879 | 487,106 | 471,208 | |||||||||||||||||||||||
J.Jill Group, Inc. | Retailers (Except Food and Drugs) | Term Loan (First Lien) | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.04 | % | 5/9/2022 | 950,648 | 946,877 | 935,200 | |||||||||||||||||||||||
Kinetic Concepts, Inc. | Healthcare & Pharmaceuticals | Term Loan F-1 | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 4.28 | % | 2/2/2024 | 2,400,000 | 2,388,246 | 2,399,496 | |||||||||||||||||||||||
Koosharem, LLC | Services: Business | Term Loan | Loan | 6.50 | % | 1.00 | % | 0.00 | % | 7.50 | % | 5/15/2020 | 2,935,100 | 2,917,778 | 2,730,259 | |||||||||||||||||||||||
Kraton Polymers, LLC | Chemicals/Plastics | Term Loan (Initial) | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 1/6/2022 | 2,500,000 | 2,286,776 | 2,533,825 | |||||||||||||||||||||||
Lannett Company T/L A | Healthcare & Pharmaceuticals | Term Loan A | Loan | 4.75 | % | 1.00 | % | 0.00 | % | 5.75 | % | 11/25/2020 | 1,000,000 | 970,576 | 985,000 | |||||||||||||||||||||||
Lannett Company, Inc. | Healthcare & Pharmaceuticals | Term Loan B | Loan | 5.38 | % | 1.00 | % | 0.00 | % | 6.38 | % | 11/25/2022 | 1,900,000 | 1,842,852 | 1,885,750 | |||||||||||||||||||||||
LEARFIELD COMMUNICATIONS INITIAL T/L(A-L PARENT) | Healthcare & Pharmaceuticals | Initial Term Loan(A-L Parent) | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 12/1/2023 | 500,000 | 497,713 | 505,625 | |||||||||||||||||||||||
Lightstone Generation T/L B | Utilities | Term Loan B | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.54 | % | 1/30/2024 | 913,043 | 894,897 | 925,981 | |||||||||||||||||||||||
Lightstone Generation T/L C | Utilities | Term Loan C | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.54 | % | 1/30/2024 | 86,957 | 85,236 | 88,189 | |||||||||||||||||||||||
Limetree Bay Terminals T/L (01/17) | Oil & Gas | Term Loan | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.04 | % | 2/15/2024 | 500,000 | 495,000 | 503,125 | |||||||||||||||||||||||
LPL Holdings | Banking, Finance, Insurance & Real Estate | Term Loan B (2022) | Loan | 4.00 | % | 0.75 | % | 0.00 | % | 4.78 | % | 11/21/2022 | 1,980,000 | 1,963,355 | 2,007,225 | |||||||||||||||||||||||
Mauser Holdings, Inc. | Containers/Glass Products | Term Loan | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 7/31/2021 | 488,750 | 487,123 | 488,647 | |||||||||||||||||||||||
McGraw-Hill Global Education Holdings, LLC | Publishing | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 5/4/2022 | 995,000 | 990,840 | 977,468 | |||||||||||||||||||||||
Michaels Stores, Inc. | Retailers (Except Food and Drugs) | Term Loan B1 | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 1/30/2023 | 1,679,779 | 1,674,140 | 1,674,673 | |||||||||||||||||||||||
Micro Holding Corporation | High Tech Industries | Term Loan | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 7/8/2021 | 982,378 | 978,629 | 985,079 | |||||||||||||||||||||||
Microsemi Corporation | Electronics/Electric | Term Loan B | Loan | 2.25 | % | 0.00 | % | 0.00 | % | 3.03 | % | 1/17/2023 | 868,445 | 845,882 | 874,593 | |||||||||||||||||||||||
Midas Intermediate Holdco II, LLC | Automotive | Term Loan (Initial) | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 3.75 | % | 8/18/2021 | 244,375 | 243,499 | 246,005 | |||||||||||||||||||||||
Milacron T/L B | Capital Equipment | Term Loan B | Loan | 3.00 | % | 0.00 | % | 0.00 | % | 3.78 | % | 9/28/2023 | 1,000,000 | 996,250 | 1,004,380 | |||||||||||||||||||||||
Milk Specialties Company | Beverage, Food & Tobacco | Term Loan | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 8/16/2023 | 997,500 | 987,646 | 1,004,562 | |||||||||||||||||||||||
Mister Car Wash T/L | Automotive | Term Loan | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 8/20/2021 | 831,203 | 825,179 | 832,931 | |||||||||||||||||||||||
MSC Software Corporation | Services: Business | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 5/29/2020 | 1,969,898 | 1,931,995 | 1,972,360 | |||||||||||||||||||||||
MWI Holdings, Inc. | Capital Equipment | Term Loan (First Lien) | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.50 | % | 6/29/2020 | 2,985,000 | 2,956,823 | 3,007,388 | |||||||||||||||||||||||
National Veterinary Associates, Inc | Healthcare & Pharmaceuticals | Term Loan B | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 8/14/2021 | 977,543 | 974,893 | 982,430 | |||||||||||||||||||||||
National Vision, Inc. | Retailers (Except Food and Drugs) | Term Loan (Second Lien) | Loan | 5.75 | % | 1.00 | % | 0.00 | % | 6.75 | % | 3/11/2022 | 250,000 | 249,793 | 242,750 | |||||||||||||||||||||||
New Media Holdings II T/L (NEW) | Retailers (Except Food and Drugs) | Term Loan | Loan | 6.25 | % | 1.00 | % | 0.00 | % | 7.25 | % | 6/4/2020 | 3,168,116 | 3,154,983 | 3,140,395 | |||||||||||||||||||||||
New Millennium Holdco, Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 6.50 | % | 1.00 | % | 0.00 | % | 7.50 | % | 12/21/2020 | 1,930,106 | 1,777,976 | 980,494 | |||||||||||||||||||||||
Novetta Solutions | Aerospace and Defense | Term Loan (200MM) | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 10/16/2022 | 1,980,000 | 1,963,361 | 1,890,900 | |||||||||||||||||||||||
Novetta Solutions | Aerospace and Defense | Term Loan (2nd Lien) | Loan | 8.50 | % | 1.00 | % | 0.00 | % | 9.50 | % | 10/16/2023 | 1,000,000 | 991,237 | 930,000 | |||||||||||||||||||||||
NPC International, Inc. | Food Services | Term Loan (2013) | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 12/28/2018 | 476,250 | 476,250 | 477,241 | |||||||||||||||||||||||
NVA Holdings (National Veterinary) T/L B2 | Services: Consumer | Term Loan B2 | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 8/14/2021 | 129,601 | 129,601 | 130,897 | |||||||||||||||||||||||
NVA Holdings, Inc. | Services: Consumer | Term Loan B1 | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 8/14/2021 | 157,443 | 157,108 | 158,034 | |||||||||||||||||||||||
NXT Capital T/L (11/16) | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 11/23/2022 | 1,000,000 | 995,240 | 1,013,750 | |||||||||||||||||||||||
ON Semiconductor Corporation | High Tech Industries | Term Loan B | Loan | 3.25 | % | 0.70 | % | 0.00 | % | 4.03 | % | 3/31/2023 | 498,750 | 491,370 | 503,204 | |||||||||||||||||||||||
Onex Carestream Finance LP | Healthcare & Pharmaceuticals | Term Loan (First Lien 2013) | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 6/7/2019 | 3,613,555 | 3,606,228 | 3,490,297 | |||||||||||||||||||||||
OnexYork Acquisition Co | Healthcare & Pharmaceuticals | Term Loan B | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 10/1/2021 | 488,750 | 486,195 | 475,554 | |||||||||||||||||||||||
OpenLink International, LLC | Services: Business | Term B Loan | Loan | 6.50 | % | 1.25 | % | 0.00 | % | 7.75 | % | 7/29/2019 | 2,913,824 | 2,913,362 | 2,938,096 | |||||||||||||||||||||||
P.F. Chang’s China Bistro, Inc. (Wok Acquisition Corp.) | Food/Drug Retailers | Term Borrowing | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.54 | % | 6/24/2019 | 1,417,598 | 1,413,680 | 1,389,245 | |||||||||||||||||||||||
P2 Upstream Acquisition Co. (P2 Upstream Canada BC ULC) | Services: Business | Term Loan (First Lien) | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.25 | % | 10/30/2020 | 970,000 | 966,928 | 933,625 | |||||||||||||||||||||||
Petsmart, Inc. (Argos Merger Sub, Inc.) | Retailers (Except Food and Drugs) | Term Loan B1 | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 3/11/2022 | 982,500 | 977,998 | 967,183 | |||||||||||||||||||||||
PGX Holdings, Inc. | Financial Intermediaries | Term Loan | Loan | 5.25 | % | 1.00 | % | 0.00 | % | 6.25 | % | 9/29/2020 | 2,891,464 | 2,876,188 | 2,889,671 | |||||||||||||||||||||||
Planet Fitness Holdings LLC | Leisure Goods/Activities/Movies | Term Loan | Loan | 3.50 | % | 0.75 | % | 0.00 | % | 4.28 | % | 3/31/2021 | 2,392,341 | 2,385,223 | 2,407,293 | |||||||||||||||||||||||
Polycom Term Loan (9/16) | Telecommunications | Term Loan | Loan | 5.25 | % | 1.00 | % | 0.00 | % | 6.25 | % | 9/27/2023 | 1,894,167 | 1,868,863 | 1,907,426 | |||||||||||||||||||||||
PrePaid Legal Services, Inc. | Services: Business | Term Loan B | Loan | 5.25 | % | 1.25 | % | 0.00 | % | 6.50 | % | 7/1/2019 | 3,328,536 | 3,330,285 | 3,335,825 | |||||||||||||||||||||||
Presidio, Inc. | Services: Business | Term Loan | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 2/2/2022 | 2,297,698 | 2,248,964 | 2,314,930 | |||||||||||||||||||||||
Prestige Brands T/L B4 | Drugs | Term Loan B4 | Loan | 2.75 | % | 0.75 | % | 0.00 | % | 3.53 | % | 1/26/2024 | 500,000 | 498,779 | 506,040 | |||||||||||||||||||||||
Prime Security Services (Protection One) | Services: Business | Term Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 5/2/2022 | 1,985,025 | 1,975,632 | 2,003,645 | |||||||||||||||||||||||
Ranpak Holdings, Inc. | Services: Business | Term Loan | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 10/1/2021 | 916,047 | 913,757 | 918,337 | |||||||||||||||||||||||
Ranpak Holdings, Inc. | Services: Business | Term Loan (Second Lien) | Loan | 7.25 | % | 1.00 | % | 0.00 | % | 8.25 | % | 10/3/2022 | 500,000 | 498,149 | 475,000 | |||||||||||||||||||||||
Redtop Acquisitions Limited | Electronics/Electric | Initial Dollar Term Loan (First Lien) | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.54 | % | 12/3/2020 | 485,019 | 483,001 | 486,634 | |||||||||||||||||||||||
Regal Cinemas Corporation | Services: Consumer | Term Loan | Loan | 2.50 | % | 0.75 | % | 0.00 | % | 3.28 | % | 4/1/2022 | 495,009 | 493,772 | 499,573 | |||||||||||||||||||||||
Research Now Group, Inc | Media | Term Loan B | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.50 | % | 3/18/2021 | 2,037,705 | 2,029,696 | 2,002,045 | |||||||||||||||||||||||
Resolute Investment Managers, Inc. | Banking, Finance, Insurance & Real Estate | Term Loan | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 4/30/2022 | 240,815 | 239,883 | 241,518 | |||||||||||||||||||||||
Rexnord LLC/RBS Global, Inc. | Industrial Equipment | Term B Loan | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 8/21/2023 | 732,374 | 732,374 | 736,497 | |||||||||||||||||||||||
Rexnord LLC/RBS Global, Inc. | Industrial Equipment | Term B Loan | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 8/21/2023 | 641,402 | 641,402 | 645,013 | |||||||||||||||||||||||
Reynolds Group Holdings Inc. | Industrial Equipment | Incremental U.S. Term Loan | Loan | 3.00 | % | 0.00 | % | 0.00 | % | 3.78 | % | 2/3/2023 | 1,761,134 | 1,761,134 | 1,773,603 | |||||||||||||||||||||||
Rovi Solutions Corporation / Rovi Guides, Inc. | Electronics/Electric | TrancheB-3 Term Loan | Loan | 2.50 | % | 0.75 | % | 0.00 | % | 3.29 | % | 7/2/2021 | 1,462,500 | 1,457,765 | 1,467,984 | |||||||||||||||||||||||
Royal Adhesives and Sealants | Chemicals/Plastics | Term Loan (Second Lien) | Loan | 7.50 | % | 1.00 | % | 0.00 | % | 8.50 | % | 6/19/2023 | 275,862 | 274,109 | 276,552 | |||||||||||||||||||||||
Royal Holdings T/L (02/17) | Chemicals/Plastics | Term Loan (Second Lien) | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 6/17/2022 | 541,607 | 539,167 | 544,992 | |||||||||||||||||||||||
RPI Finance Trust | Financial Intermediaries | TermB-4 Term Loan | Loan | 2.50 | % | 0.00 | % | 0.00 | % | 3.50 | % | 10/14/2022 | 2,554,764 | 2,554,764 | 2,580,848 | |||||||||||||||||||||||
Russell Investment Management T/L B | Banking, Finance, Insurance & Real Estate | Term Loan B | Loan | 5.75 | % | 1.00 | % | 0.00 | % | 6.75 | % | 6/1/2023 | 2,240,000 | 2,127,043 | 2,259,600 | |||||||||||||||||||||||
Sable International Finance Ltd | Telecommunications | Term Loan B2 | Loan | 4.75 | % | 0.75 | % | 0.00 | % | 5.53 | % | 12/30/2022 | 1,500,000 | 1,470,825 | 1,521,570 | |||||||||||||||||||||||
SBP Holdings LP | Industrial Equipment | Term Loan (First Lien) | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 3/27/2021 | 972,500 | 969,442 | 870,388 | |||||||||||||||||||||||
Scientific Games International, Inc. | Electronics/Electric | Term Loan B2 | Loan | 4.00 | % | 0.75 | % | 0.00 | % | 4.85 | % | 10/1/2021 | 769,549 | 762,102 | 781,416 | |||||||||||||||||||||||
SCS Holdings (Sirius Computer) | High Tech Industries | Term Loan (First Lien) | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 10/31/2022 | 1,972,528 | 1,934,960 | 1,991,030 | |||||||||||||||||||||||
Seadrill Operating LP | Oil & Gas | Term Loan B | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 2/21/2021 | 977,330 | 922,444 | 729,635 | |||||||||||||||||||||||
Shearers Foods LLC | Food Services | Term Loan (First Lien) | Loan | 3.94 | % | 1.00 | % | 0.00 | % | 4.94 | % | 6/30/2021 | 977,500 | 975,832 | 979,944 | |||||||||||||||||||||||
Sitel Worldwide | Telecommunications | Term Loan | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.56 | % | 9/18/2021 | 1,975,000 | 1,959,274 | 1,961,432 | |||||||||||||||||||||||
SMB Shipping Logistics T/L B (REP WWEX Acquisition) | Transportation | Term Loan B | Loan | 4.50 | % | 1.00 | % | 0.00 | % | 5.53 | % | 2/2/2024 | 1,000,000 | 995,095 | 1,008,330 | |||||||||||||||||||||||
Sonneborn, LLC | Chemicals/Plastics | Term Loan (First Lien) | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 12/10/2020 | 207,981 | 207,633 | 208,501 | |||||||||||||||||||||||
Sonneborn, LLC | Chemicals/Plastics | Initial US Term Loan | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 12/10/2020 | 1,178,561 | 1,176,588 | 1,181,508 | |||||||||||||||||||||||
Sophia, L.P. | Electronics/Electric | Term Loan (Closing Date) | Loan | 3.25 | % | 1.00 | % | 0.00 | % | 4.25 | % | 9/30/2022 | 1,960,897 | 1,951,404 | 1,967,761 | |||||||||||||||||||||||
SourceHOV LLC | Services: Business | Term Loan B (First Lien) | Loan | 6.75 | % | 1.00 | % | 0.00 | % | 7.75 | % | 10/31/2019 | 1,837,500 | 1,804,647 | 1,808,412 | |||||||||||||||||||||||
SRAM, LLC | Industrial Equipment | Term Loan (First Lien) | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 4/10/2020 | 2,725,103 | 2,719,454 | 2,718,289 | |||||||||||||||||||||||
Steak ‘n Shake Operations, Inc. | Food Services | Term Loan | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 3/19/2021 | 923,173 | 917,444 | 930,097 | |||||||||||||||||||||||
Survey Sampling International | Services: Business | Term Loan B | Loan | 5.00 | % | 1.00 | % | 0.00 | % | 6.00 | % | 12/16/2020 | 2,721,749 | 2,707,531 | 2,721,749 | |||||||||||||||||||||||
Sybil Finance BV | High Tech Industries | Term Loan B | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 9/30/2022 | 987,500 | 982,957 | 1,002,006 | |||||||||||||||||||||||
Syniverse Holdings, Inc. | Telecommunications | Initial Term Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.04 | % | 4/23/2019 | 468,977 | 466,972 | 427,473 | |||||||||||||||||||||||
TaxACT, Inc. | Services: Business | Term Loan B | Loan | 6.00 | % | 1.00 | % | 0.00 | % | 7.00 | % | 1/3/2023 | 1,200,000 | 1,168,727 | 1,206,000 | |||||||||||||||||||||||
Tectum Holdings, Inc. | Transportation | Delayed Draw Term Loan (Initial) | Loan | 4.75 | % | 1.00 | % | 0.00 | % | 5.80 | % | 8/24/2023 | 997,500 | 988,185 | 1,004,981 | |||||||||||||||||||||||
Tennessee Merger T/L (Team Health) | Healthcare & Pharmaceuticals | Term Loan | Loan | 2.75 | % | 1.00 | % | 0.00 | % | 3.75 | % | 2/6/2024 | 1,000,000 | 997,518 | 996,880 | |||||||||||||||||||||||
TGI Friday’s, Inc. | Food Services | Term Loan B | Loan | 4.25 | % | 1.00 | % | 0.00 | % | 5.25 | % | 7/15/2020 | 1,651,817 | 1,648,856 | 1,646,316 | |||||||||||||||||||||||
Townsquare Media, Inc. | Media | Term Loan B | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 4/1/2022 | 932,522 | 927,933 | 937,185 | |||||||||||||||||||||||
TPF II Power LLC and TPF II Covert Midco LLC | Utilities | Term Loan B | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 10/2/2021 | 1,413,873 | 1,364,619 | 1,426,683 | |||||||||||||||||||||||
TransDigm, Inc. | Aerospace and Defense | Tranche C Term Loan | Loan | 3.00 | % | 0.75 | % | 0.00 | % | 3.78 | % | 2/28/2020 | 4,233,198 | 4,238,155 | 4,249,920 | |||||||||||||||||||||||
Travel Leaders Group, LLC | Hotel, Gaming and Leisure | Term Loan B | Loan | 5.25 | % | 0.00 | % | 0.00 | % | 6.03 | % | 1/25/2024 | 2,000,000 | 1,990,095 | 2,025,000 | |||||||||||||||||||||||
Trugreen Limited Partnership | Services: Business | Term Loan B | Loan | 5.50 | % | 1.00 | % | 0.00 | % | 6.50 | % | 4/13/2023 | 497,500 | 490,931 | 503,719 | |||||||||||||||||||||||
Twin River Management Group, Inc. | Lodging & Casinos | Term Loan B | Loan | 3.50 | % | 1.00 | % | 0.00 | % | 4.50 | % | 7/10/2020 | 809,438 | 810,684 | 819,556 | |||||||||||||||||||||||
Univar Inc. | Chemicals/Plastics | Term B Loan | Loan | 2.75 | % | 0.00 | % | 0.00 | % | 3.61 | % | 7/1/2022 | 2,962,500 | 2,948,361 | 2,971,565 | |||||||||||||||||||||||
Univision Communications Inc. | Telecommunications | Replacement First-Lien Term Loan | Loan | 3.00 | % | 1.00 | % | 0.00 | % | 4.00 | % | 3/1/2020 | 2,885,666 | 2,876,319 | 2,896,949 | |||||||||||||||||||||||
Valeant Pharmaceuticals International, Inc. | Drugs | Series D2 Term Loan B | Loan | 4.25 | % | 0.75 | % | 0.00 | % | 5.03 | % | 2/13/2019 | 2,445,056 | 2,437,788 | 2,456,890 | |||||||||||||||||||||||
Verint Systems Inc. | Services: Business | Term Loan | Loan | 2.75 | % | 0.75 | % | 0.00 | % | 3.53 | % | 9/6/2019 | 1,006,278 | 1,003,396 | 1,010,554 | |||||||||||||||||||||||
Vistra Operations Company T/L B (12/16) | Utilities | Term Loan B | Loan | 3.25 | % | 0.75 | % | 0.00 | % | 4.02 | % | 12/13/2023 | 500,000 | 498,784 | 502,970 | |||||||||||||||||||||||
Vizient Inc. | Healthcare & Pharmaceuticals | Term Loan | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 2/13/2023 | 879,853 | 856,884 | 891,405 | |||||||||||||||||||||||
Vouvray US Finance | Industrial Equipment | Term Loan | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 6/27/2021 | 487,500 | 485,889 | 486,891 | |||||||||||||||||||||||
Washington Inventory Service | Services: Business | U.S. Term Loan (First Lien) | Loan | 0.00 | % | 0.00 | % | 5.75 | % | 5.75 | % | 12/20/2018 | 1,735,292 | 1,743,798 | 1,418,601 | |||||||||||||||||||||||
Western Digital Corporation | High Tech Industries | Term Loan B (USD) | Loan | 3.75 | % | 0.75 | % | 0.00 | % | 4.53 | % | 5/1/2023 | 1,592,000 | 1,547,312 | 1,602,396 | |||||||||||||||||||||||
Windstream Services, LLC | Telecommunications | Term Loan B6 | Loan | 4.00 | % | 0.75 | % | 0.00 | % | 4.78 | % | 3/29/2021 | 999,375 | 989,489 | 1,006,121 | |||||||||||||||||||||||
Xerox Business Services T/L B (Conduent) | Services: Business | Term Loan | Loan | 5.50 | % | 0.75 | % | 0.00 | % | 6.28 | % | 12/7/2023 | 750,000 | 737,850 | 761,955 | |||||||||||||||||||||||
Zekelman Industries (JMC Steel) T/L (01/17) | Nonferrous Metals/Minerals | Term Loan | Loan | 3.75 | % | 1.00 | % | 0.00 | % | 4.75 | % | 6/14/2021 | 500,000 | 501,250 | 506,040 | |||||||||||||||||||||||
ZEP, Inc. | Chemicals/Plastics | Term Loan B | Loan | 4.00 | % | 1.00 | % | 0.00 | % | 5.00 | % | 6/27/2022 | 2,955,000 | 2,941,390 | 2,984,550 | |||||||||||||||||||||||
Zest Holdings 1st Lien T/L (2014 Replacement) | Healthcare & Pharmaceuticals | Term Loan | Loan | 4.75 | % | 1.00 | % | 0.00 | % | 5.75 | % | 8/17/2020 | 1,000,000 | 995,523 | 1,012,500 | |||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||||||
| $ | 297,801,502 | $ | 292,460,648 | |||||||||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||||||
| Principal | Cost | Fair Value | ||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | ||||||||||||||||||||||||||||||||||||||
U.S. Bank Money Market (a) | $ | 13,046,555 | $ | 13,046,555 | $ | 13,046,555 | ||||||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||||
Total cash and cash equivalents | $ | 13,046,555 | $ | 13,046,555 | $ | 13,046,555 | ||||||||||||||||||||||||||||||||
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(a) Included within cash and cash equivalents in Saratoga CLO’s statements of assets and liabilities1M USD LIBOR—The 1 month USD LIBOR rate as of February 28, 2017.
3M USD LIBOR—The 3 month USD LIBOR rate as of February 28, 2023 was 4.97%.
6M USD LIBOR—The 6 month USD LIBOR rate as of February 28, 2023 was 5.26%.
1M SOFR - The 1 month SOFR rate as of February 28, 2023 was 4.66%.
3M SOFR - The 3 month SOFR rate as of February 28, 2023 was 4.89%.
6M SOFR - The 6 month SOFR rate as of February 28, 2023 was 5.15%.
Prime—The Prime Rate as of February 28, 2023 was 7.75%.
See accompanying notes to financial statements.
Note 5. Investment in SLF JV
On October 26, 2021, the Company and TJHA entered into the LLC Agreement to co-manage SLF JV. SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd (“SLF 2021”), which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.
On September 30, 2022, SLF 2021 was renamed to Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”).
The Company and TJHA have equal voting interest on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance. No management fee is charged to SLF JV as control and management of SLF JV is shared equally.
The Company and TJHA have committed to provide up to a combined $50.0 million of financing to SLF JV through cash contributions, with the Company providing $43.75 million and TJHA providing $6.25 million, resulting in an 87.5% and 12.5% ownership between the two parties. The financing is issued in the form of an unsecured note and equity. The unsecured note pays a fixed rate of 10.0% per annum and is due and payable in full on October 20, 2033. As of November 30, 2023, the Company and TJHA’s investment in SLF JV consisted of an unsecured note of $17.6 million and $2.5 million, respectively; and membership interest of $17.6 million and $2.5 million, respectively. As of November 30, 2023 and February 28, 2023, the Company’s investment in the unsecured note of SLF JV had a fair value of $17.6 million and $17.6 million, respectively, and the Company’s investment in the membership interests of SLF JV had a fair value of $7.8 million and $13.1 million, respectively.
The Company has determined that SLF JV is an investment company under ASC 946; however, in accordance with such guidance the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as the Company and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, ASC 810, Consolidation, concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to consolidate the joint venture since neither has control. Accordingly, the Company does not consolidate SLF JV.
For the three months ended November 30, 2023 and November 30, 2022, the Company earned $0.4 million and $0.1 million, respectively, of interest income related to SLF JV, which is included in interest income. For the nine months ended November 30, 2023 and November 30, 2022, the Company earned $1.3 million and $1.1 million, respectively, of interest income related to SLF JV, which is included in interest income. As of November 30, 2023 and February 28, 2023, $0.2 million and $0.4 million, respectively, of interest income related to SLF JV was included in interest receivable.
For the three months ended November 30, 2023 and November 30, 2022, the Company earned $1.3 million and $0.0 million, respectively, of dividend income related to SLF JV, which is included in dividend income. For the nine months ended November 30, 2023 and November 30, 2022, the Company earned $4.7 million and $0.0 million, respectively, of dividend income related to SLF JV, which is included in dividend income.
SLF JV’s initial investment in SLF 2022 was in the form of an unsecured loan. The unsecured loan paid a floating rate of LIBOR plus 7.00% per annum and was paid in full on June 9, 2023. The unsecured loan was repaid in full on October 28, 2022, as part of the CLO closing.
On October 28, 2022, SLF 2022 issued $402.1 million of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee. As part of the transaction, the Company purchased 87.50% of the Class E Notes from SLF 2022 with a par value of $12.25 million. As of November 30, 2023 and February 28, 2023, the fair value of these Class E Notes were $11.5 million and $11.4 million, respectively.
Note 6. Income Taxes
SIA-AAP, Inc., SIA-ARC, Inc., SIA-Avionte, Inc., SIA-AX, Inc., SIA-G4, Inc., SIA-GH, Inc., SIA-MDP, Inc., SIA-MAC, Inc., SIA-PP Inc., SIA-SZ, Inc., SIA-TG, Inc., SIA-TT Inc., SIA-Vector, Inc., and SIA-VR, Inc., each 100% owned by the Company, are each filing standalone C Corporation tax returns for U.S. federal and state tax purposes. As separately regarded entities for tax purposes, these entities are subject to U.S. federal income tax at normal corporate rates. For tax purposes, any distributions by the entities to the parent company would generally need to be distributed to the Company’s shareholders. Generally, such distributions of the entities’ income to the Company’s shareholders will be considered as qualified dividends for tax purposes. The entities’ taxable net income will differ from U.S. GAAP net income because of deferred tax temporary differences arising from net operating losses and unrealized appreciation and deprecation of securities held. Deferred tax assets and liabilities are measured using enacted corporate federal and state tax rates expected to apply to taxable income in the years in which those net operating losses are utilized and the unrealized gains and losses are realized. Deferred tax assets and deferred tax liabilities are netted off by entity, as allowed. The recoverability of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized on the basis of a history of operating losses combined with insufficient projected taxable income or other taxable events in the taxable blockers. In February 2022, SIA-GH, Inc., SIA-TT Inc. and SIA-VR, Inc. received an approved plan of liquidation following the sale of equity held by each of the portfolio companies.
The Company may distribute a portion of its realized net long term capital gains in excess of realized net short term capital losses to its stockholders, but may also decide to retain a portion, or all, of its net capital gains and elect to pay the 21% U.S. federal tax on the net capital gain, potentially in the form of a “deemed distribution” to its stockholders. Income tax (provision) relating to an election to retain its net capital gains, including in the form of a deemed distribution, is included as a component of income tax (provision) benefit from realized gains on investments, depending on the character of the underlying taxable income (ordinary or capital gains), on the consolidated statements of operations.
Deferred tax assets and liabilities, and related valuation allowance as of November 30, 2023 and February 28, 2023 were as follows:
| November 30, 2023 | February 28, 2023 | |||||||
| Total deferred tax assets | $ | 2,382,032 | $ | 2,542,373 | ||||
| Total deferred tax liabilities | (3,586,522 | ) | (3,008,829 | ) | ||||
| Valuation allowance on net deferred tax assets | (2,217,816 | ) | (2,350,116 | ) | ||||
| Net deferred tax liability | $ | (3,422,306 | ) | $ | (2,816,572 | ) | ||
As of November 30, 2023, the valuation allowance on deferred tax assets was $2.2 million, which represents the federal and state tax effect of net operating losses and unrealized losses that the Company does not believe will be realized through future taxable income. Any adjustments to the Company’s valuation allowance will depend on estimates of future taxable income and will be made in the period such determination is made.
Net income tax expense for the three months ended November 30, 2023 includes $0.4 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, and $0.2 million net change in total operating expense in the consolidated statement of operations, respectively. Net income tax expense for the three months ended November 30, 2022 includes $0.4 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, and ($0.5) million income tax provision/benefit from realized gain/(loss) on investments and $0.1 million net change in total operating expense, in the consolidated statement of operations, respectively.
Net income tax expense for the nine months ended November 30, 2023 includes $0.6 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, and ($0.0) million net change in total operating expense, in the consolidated statement of operations, respectively. Net income tax expense for the nine months ended November 30, 2022 includes $1.0 million deferred tax expense (benefit) on net change in unrealized appreciation (depreciation) on investments, ($0.5) million income tax provision/(benefit) from realized gain/(loss) on investments and ($0.1) million net change in total operating expense, in the consolidated statement of operations, respectively.
Deferred tax temporary differences may include differences for state taxes and joint venture interests.
Federal and state income tax (provisions) benefit on investments for three and nine months ended November 30, 2023 and November 30, 2022:
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | |||||||||||||
| Current | ||||||||||||||||
| Federal | $ | - | $ | (255,959 | ) | $ | - | $ | (473,475 | ) | ||||||
| State | - | (158,721 | ) | (80,273 | ) | |||||||||||
| Net current expense | - | (414,680 | ) | - | (553,748 | ) | ||||||||||
| Deferred | ||||||||||||||||
| Federal | 699,986 | 460,531 | 661,245 | 844,727 | ||||||||||||
| State | (64,192 | ) | (29,901 | ) | (55,512 | ) | 45,917 | |||||||||
| Net deferred expense | 635,794 | 430,629 | 605,733 | 890,645 | ||||||||||||
| Net tax provision | $ | 635,794 | $ | 15,949 | $ | 605,733 | $ | 336,896 | ||||||||
Note 7. Agreements and Related Party Transactions
Investment Advisory and Management Agreement
On July 30, 2010, the Company entered into the Management Agreement with ourthe Manager. The initial term of the Management Agreement was two years from its effective date, with automatic, one-year renewals at the end of each year,thereafter subject to certain approvals by ourthe Company’s board of directors and/or the Company’s stockholders. OnMost recently, on July 11, 2017, our6, 2023, the Company’s board of directors approved the renewal of the Management Agreement for an additional one-year term. Pursuant to the Management Agreement, ourthe Manager implements ourthe Company’s business strategy on a day-to-day basis and performs certain services for us,the Company, subject to oversight by ourthe board of directors. OurThe Manager is responsible for, among other duties, determining investment criteria, sourcing, analyzing and executing investments transactions, asset sales, financings and performing asset management duties. Under the Management Agreement, we have agreed to pay ourthe Company pays the Manager a management fee for investment advisory and management services consisting of a base management fee and an incentive management fee.
Base Management Fee and Incentive Management Fee
The base management fee of 1.75% per year is calculated based on the average value of ourthe Company’s gross assets (other than cash or cash equivalents, but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters. The base management fee is paid quarterly following the filing of the most recent quarterly report on Form 10-Q.
The incentive management fee consists of the following two parts:
The first, payable quarterly in arrears, equals 20.0% of ourthe Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding quarter, that exceeds a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter, subject to a “catch-up” provision. Under this provision, in any fiscal quarter, ourthe Manager receives no incentive fee unless our pre-incentive fee net investment income exceeds the hurdle rate of 1.875%. OurThe Manager will receive 100.0% of pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 2.344% in any fiscal quarter; and 20.0% of the amount of the our pre-incentive fee net investment income, if any, that exceeds 2.344% in any fiscal quarter. There is no accumulation of amounts on the hurdle rate from quarter to quarter, and accordingly there is no claw back of amounts previously paid if subsequent quarters are below the quarterly hurdle rate, and there is no delay of payment if prior quarters are below the quarterly hurdle rate.
The second part of the incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Management Agreement) and equals 20.0% of ourthe Company’s “incentive fee capital gains,” which equals ourthe Company’s realized capital gains on a cumulative basis from May 31, 2010 through the end of the fiscal year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis on each investment in the Company’s portfolio, less the aggregate amount of any previously paid capital gain incentive fee. Importantly, the capital gains portion of the incentive fee is based on realized gains and realized and unrealized losses from May 31, 2010. Therefore, realized and unrealized losses incurred prior to such time will not be taken into account when calculating the capital gains portion of the incentive fee, and ourthe Manager will be entitled to 20.0% of incentive fee capital gains that arise after May 31, 2010. In addition, for the purpose of the “incentive fee capital gains” calculations, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 will equal the fair value of such investments as of such date.
For the three months ended November 30, 20172023 and November 30, 2016,2022, the Company incurred $1.5$4.9 million and $1.2$4.3 million in base management fees, respectively. For the three months ended November 30, 20172023 and November 30, 2016,2022, the Company incurred $0.8$3.3 million and $0.8$2.3 million in incentive fees related to pre-incentive fee net investment income, respectively. For the three months ended November 30, 2017,2023 and November 30, 2022, the Company accrued $0.3an expense (benefit) of ($1.0) million and ($0.8) million in incentive fees related to capital gains. For the three months ended November 30, 2016, there was a reduction of $0.4 million in incentive fees related to capital gains.
For the nine months ended November 30, 20172023 and November 30, 2016,2022, the Company incurred $4.4$14.3 million and $3.6$12.2 million in base management fees, respectively. For the nine months ended November 30, 20172023 and November 30, 2016,2022, the Company incurred $2.5$9.8 million and $2.2$3.9 million in incentive fees related to pre-incentive fee net investment income, respectively. For the nine months ended November 30, 20172023 and November 30, 2016,2022, the Company accrued $0.4an expense (benefit) of ($5.0) million and $0.1($3.7) million in incentive fees related to capital gains, respectively. gains.
The accrual is calculated using both realized and unrealized capital gains for the period. The actual incentive fee related to capital gains will be determined and payable in arrears at the end of the fiscal year and will include only realized capital gains for the period. As of November 30, 2017,2023, the base management fees accrual was $1.5$4.9 million and the incentive fees accrual was $3.7$3.3 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities. As of February 28, 2017,2023, the base management fees accrual was $1.2$4.3 million and the incentive fees accrual was $4.6$7.9 million and is included in base management and incentive fees payable in the accompanying consolidated statements of assets and liabilities.
Administration Agreement
On July 30, 2010, the Company entered into a separate administration agreement (the “Administration Agreement”) with ourthe Manager, pursuant to which ourthe Manager, as ourthe Company’s administrator, has agreed to furnish usthe Company with the facilities and administrative services necessary to conduct our day-to-day operations and provide managerial assistance on ourthe Company’s behalf to those portfolio companies to which we arethe Company is required to provide such assistance. The initial term of the Administration Agreement was two years from its effective date, with automatic, one-year renewals at the end of each yearthereafter subject to certain approvals by ourthe Company’s board of directors and/or ourthe Company’s stockholders. The amount of
expenses payable or reimbursable thereunder by the Company was capped at $1.0 million for the initial two yeartwo-year term of the Administration Agreement and subsequent renewals. OnMost recently, on July 8, 2015, our6, 2023, the Company’s board of directors approved the renewal of the Administration Agreement for an additional one-year term and determined to increase the cap on the payment or reimbursement of expenses by the Company thereunder, which had not beensubsequently increased since the inception of the agreement, to $1.3 million. On October 5, 2016, our board of directors determined to increase the cap on the payment or reimbursement of expenses by the Company under the Administration Agreement, from $1.3 million to $1.5 million, effective November 1, 2016. On July 11, 2017, our board of directors approved the renewal of the Administration Agreement for an additional one-year term, and determined to increase the cap on the payment or reimbursement of expenses by the Company from $1.5$3.275 million to $1.75$4.3 million, effective August 1, 2017.2023.
For the three months ended November 30, 20172023 and November 30, 2016, we2022, the Company recognized $0.4$1.1 million and $0.3$0.8 million in administrator expenses, respectively, pertaining to bookkeeping, record keepingrecordkeeping and other administrative services provided to usthe Company in addition to ourthe Company’s allocable portion of rent and other overhead related expenses. For the nine months ended November 30, 20172023 and November 30, 2016, we2022, the Company recognized $1.2$2.8 million and $1.0$2.3 million in administrator expenses, respectively, pertaining to bookkeeping, record keepingrecordkeeping and other administrative services provided to usthe Company in addition to ourthe Company’s allocable portion of rent and other overhead related expenses. As of November 30, 2017,2023 and February 28, 2023, $0.4 million and $0.001 million, respectively, of administrator expenses were accrued and included in due to manager in the accompanying consolidated statements of assets and liabilities.
Saratoga CLO
On December 14, 2018, the Company completed the third refinancing and issuance of the 2013-1 Reset CLO Notes. This refinancing, among other things, extended the Saratoga CLO reinvestment period to January 2021, and extended its legal maturity to January 2030. In addition, and as part of the refinancing, the Saratoga CLO has also been upsized from $300 million in assets to approximately $500 million.
In conjunction with the third refinancing and issuance of the 2013-1 Reset CLO Notes on December 14, 2018, the Company is no longer entitled to receive an incentive management fee from Saratoga CLO. See Note 4 for additional information.
On February 26, 2021, the Company completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, extended its legal maturity to April 2033, and extended the non-call period to February 2022. In addition, and as part of the refinancing, the Saratoga CLO was upsized from $500 million in assets to approximately $650 million. As part of February 28, 2017, $0.4this refinancing and upsizing, the Company invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of administrator expensesClass F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were accruedrepaid. The Company also paid $2.6 million of transaction costs related to the refinancing and includedupsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At November 30, 2021, the outstanding receivable of 2.6 million was repaid in duefull.
On August 9, 2021, the Company exchanged its existing $17.9 million Class F-R-3 Notes for $8.5 million Class F-1-R-3 Notes and $9.4 million Class F-2-R-3 Notes at par. On August 11, 2021, the Company sold its Class F-1-R-3 Notes to managerthird parties, resulting in a realized loss of $0.1 million.
For the accompanying consolidated statementsthree months ended November 30, 2023 and November 30, 2022, the Company recognized management fee income of assets$0.8 million and liabilities. $0.8 million, respectively, related to the Saratoga CLO.
For the nine months ended November 30, 20172023 and November 30, 2016,2022, the Company recognized management fee income of $2.5 million and $2.5 million, respectively, related to the Saratoga CLO.
For the nine months ended November 30, 2023 and November 30, 2022, the Company neither bought nor sold any investments from the Saratoga CLO.
SLF JV
On October 26, 2021, the Company and TJHA entered into an LLC Agreement to co-manage the SLF JV. SLF JV is a joint venture that invests in the debt or equity interests of collateralized loan obligations, loan, notes and other debt instruments.
On October 28, 2022, SLF 2022 issued $402.1 million of the 2022 JV CLO Notes through the JV CLO trust. The 2022 JV CLO Notes were issued pursuant to the JV Indenture, with the Trustee.
As of November 30, 2023, the Company’s investment in the SLF JV had a fair value of $25.4 million, consisting of an unsecured loan of $17.6 million and membership interest of $7.8 million. For the three and nine months ended November 30, 2023, the Company had $0.4 million and $1.3 million, respectively, of interest income related to SLF JV, of which $0.2 million was included in interest receivable as of November 30, 2023. For the three and nine months ended November 30, 2022, the Company had $0.1 million and $0.1 million, respectively, of interest income related to SLF JV, of which $0.0 million was included in interest receivable as of November 30, 2022. For the three and nine months ended November 30, 2023, the Company had $1.3 million and $4.7 million, respectively, of dividend income related to SLF JV. For the three and nine months ended November 30, 2022, the Company had $0.0 million and $0.0 million, respectively, of dividend income related to SLF JV.
As part of the JV CLO trust transaction, the Company purchased 87.50% of the Class E Notes from SLF 2022 with a par value of $12.25 million.
Note 6.8. Borrowings
Credit Facility
As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined in the 1940 Act, equals at least 200.0%200% after giving effect to such leverage.leverage, or 150% if certain requirements under the 1940 Act are met. On April 16, 2018, as permitted by the Small Business Credit Availability Act, which was signed into law on March 23, 2018, our board of directors, including a majority of our directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act”) of the Company (“independent directors”), approved a minimum asset coverage ratio of 150%. The 150% asset coverage ratio became effective on April 16, 2019. The amount of leverage that we employ at any time depends on our assessment of the market and other factors at the time of any proposed borrowing. Our asset coverage ratio, as defined in the 1940 Act, was 284.0%159.3% as of November 30, 20172023 and 271.0%165.9% as of February 28, 2017.2023.
On April 11, 2007, we entered into a $100.0 million revolving securitized credit facility (the “Revolving Facility”). On May 1, 2007, we entered into a $25.7 million term securitized credit facility (the “Term Facility” and, together with the Revolving Facility, the “Facilities”), which was fully drawn at closing. In December 2007, we consolidated the Facilities by using a draw under the Revolving Facility to repay the Term Facility. In response to the market wide decline in financial asset prices, which negatively affected the value of our portfolio, we terminated the revolving period of the Revolving Facility effective January 14, 2009 and commenced a two-year amortization period during which all principal proceeds from the collateral were used to repay outstanding borrowings. A significant percentage of our total assets had been pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving Facility, funds were borrowed from or through certain lenders and interest was payable monthly at the greater of the commercial paper rate and our lender’s prime rate plus 4.00% plus a default rate of 2.00% or, if the commercial paper market was unavailable, the greater of the prevailing LIBOR rates and our lender’s prime rate plus 6.00% plus a default rate of 3.00%.
On July 30, 2010, we used the net proceeds from (i) the stock purchase transaction and (ii) a portion of the funds available to us under the $45.0 million senior secured revolving credit facility (the “Credit Facility”) with Madison Capital Funding LLC (the “Madison Credit Facility”), in each case, to pay the full amount of principal and accrued interest, including default interest, outstanding under the Revolving Facility. As a result, the Revolving Facility was terminated in connection therewith. Substantially all of our total assets, other than those held by SBIC LP, have beenSBIC II LP and SBIC III LP, were pledged under the Madison Credit Facility to secure our obligations thereunder.
On February 24, 2012, we amended ourOctober 4, 2021, all outstanding amounts on the Madison Credit Facility were repaid and the Madison Credit Facility was terminated. The repayment and termination of the Madison Credit Facility resulted in a realized loss on the extinguishment of debt of $0.8 million.
Encina Credit Facility
On October 4, 2021, the Company entered into the Credit and Security Agreement (the “Credit Agreement”) relating to a $50.0 million senior secured revolving credit facility with Madison Capital Funding LLCthe Lender, supported by loans held by SIF II and pledged to the Encina Credit Facility. The terms of the Encina Credit Facility required a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increased to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. Advances under the Encina Credit Facility originally bore interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to the selection by the Lender and the Company of a replacement benchmark rate.
On January 27, 2023, we entered into the first amendment to the Credit Agreement to, among other things:
| ● | increase the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million; |
| ● | change the underlying benchmark used to compute interest under the Credit Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment; |
| ● | increase the applicable effective margin rate on borrowings from 4.00% to 4.25%; |
| ● | extend the revolving period from October 4, 2024 to January 27, 2026; |
| ● | extend the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum borrowings available pursuant to the Encina Facility Increase from $75.0 million to $150.0 million; |
| ● | revise the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved; and |
| ● | amend the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Credit Agreement) to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment Termination Date, subject to a notice requirement. |
In addition to $45.0 million;
On September 17, 2014, we entered into a second amendment to the Credit Facility with Madison Capital Funding LLC to, among other things:in equal monthly installments in arrears.
On May 18, 2017, we entered into a third amendment to the Credit Facility with Madison Capital Funding LLC to, among other things:
As of November 30, 20172023 and February 28, 2017,2023, there was $1.0were $35.0 million and $0.0, respectively, of$32.5 million outstanding borrowings under the Encina Credit Facility andFacility. During the applicable periods, the Company was in compliance with all of the limitations and requirements ofunder the Credit Facility.Agreement. Financing costs of $3.1$2.0 million related to the Encina Credit Facility have been capitalized and are being amortized over the term of the facility. facility, with all existing financing costs amortized through January 27, 2026 from the date of the amendment and extension.
For the three months ended November 30, 20172023 and November 30, 2016,2022, we recorded $0.2$0.9 million and $0.1$0.6 million of interest expense respectively. Forrelated to the nine months ended November 30, 2017Encina Credit Facility, respectively, which includes commitment and November 30, 2016, we recorded $0.7 million and $0.3 million of interest expense, respectively.administrative agent fees. For the three months ended November 30, 20172023 and November 30, 2016, we recorded $0.02 million and $0.02 million of amortization of deferred financing costs related to the Credit Facility and Revolving Facility, respectively. For the nine months ended November 30, 2017 and November 30, 2016,2022, we recorded $0.1 million and $0.1 million of amortization of deferred financing costs related to the Encina Credit Facility, respectively. Interest expense and Revolving Facility, respectively. The weighted averageamortization of deferred financing costs are reported as interest rates duringand debt financing expense on the consolidated statements of operations. During the three and nine months ended November 30, 20172023, the weighted average interest rate on the outstanding borrowings under the Encina Credit Facility were 6.05%was 9.79%, and 5.97%, respectively. During the three and nine months ended November 30, 2017, the average dollar amount of outstanding borrowings under the Encina Credit Facility was $6.0 million and $9.3 million, respectively. During$35.0 million.
For the three and nine months ended November 30, 2016, there were no2023 and November 30, 2022, we recorded $3.0 million and $1.2 million of interest expense related to the Encina Credit Facility, respectively, which includes commitment and administrative agent fees. For the nine months ended November 30, 2023 and November 30, 2022, we recorded $0.3 million and $0.3 million of deferred financing costs related to the Encina Credit Facility, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023, the weighted average interest rate on the outstanding borrowings under the Encina Credit Facility.Facility was 9.62%, and the average dollar amount of outstanding borrowings under the Encina Credit Facility was $38.9 million.
The Encina Credit Facility contains limitations as to how borrowed funds may be used, such as restrictions on industry concentrations, asset size, weighted average life, currency denomination and collateral interests. The Encina Credit Facility also includes certain requirements relating to portfolio performance, the violation of which could result in the limit of further advances and, in some cases, result in an event of default, allowing the lenders to accelerate repayment of amounts owed thereunder. The Credit Facility has an eight year term, consisting of a three year period (the “Revolving Period”), under which the Company may make and repay borrowings, and a final maturity five years from the end of the Revolving Period. Availability on the Encina Credit Facility will be subject to a borrowing base calculation, based on, among other things, applicable advance rates (which vary from 50.0% to 75.0% of par or fair value depending on the type of loan asset) and the value of certain “eligible” loan assets included as part of the Borrowing Base.borrowing base. Funds may be borrowed at the greater of the prevailing LIBORone-month SOFR rate, and 1.00%, plus an applicable effective margin of 4.75%. At the Company’s option, funds may be borrowed based on an alternative base rate, which in no event will be less than 2.00%, and the applicable margin over such alternative base rate is 3.75%4.25%. In addition, the Company will pay the lenderslender a commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of the Encina Credit Facility for the duration of the Revolving Period.Facility.
Our borrowing base under the Encina Credit Facility was $31.8is $86.4 million subject to the Encina Credit Facility cap of $45.0$65.0 million at November 30, 2017.2023. For purposes of determining the borrowing base, most assets are assigned the values set forth in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the SEC. Accordingly, the November 30, 20172023 borrowing base relies upon the valuations set forth in the Quarterly Report on Form 10-Q for the period ended August 31, 2017, as filed with the SEC on October 11, 2017.2023. The valuations presented in this Quarterly Report on Form 10-Q will not be incorporated into the borrowing base until after this Quarterly Report on Form 10-Q is filed with the SEC.
SBA Debentures
The Company’s wholly owned subsidiaries, SBIC LP, is able to borrow fundsSBIC II LP, and SBIC III LP, received SBIC licenses from the SBA against regulatoryon March 28, 2012, August 14, 2019, and September 29, 2022, respectively. SBIC LP’s license provides up to $150.0 million in additional long-term capital (which approximates equity capital) that is paid in and is subject to customary regulatory requirements including but not limited to an examination by the SBA. As of November 30, 2017, we have funded SBIC LP with $75.0 million of equity capital, and have $134.7 million of SBA-guaranteed debentures outstanding. SBA debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rateform of SBA debentures, is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. SBA current regulations limit the amount thatwhile SBIC LP may borrow to a maximum of $150.0 million, which isII LP’s and SBIC III LP’s SBIC licenses provide up to twice its potential regulatory capital.$175.0 million each. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. With all debentures repaid to the SBA, SBIC LP’s license was surrendered on January 3, 2024, providing the Company access to all undistributed capital of SBIC LP.
SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5$24.0 million and have average annual fully taxed net income not exceeding $6.5$8.0 million for the two most recent fiscal years. In addition, an SBIC must devote 25.0% of its investment activity to ‘‘smaller’’ concerns“smaller enterprises” as defined by the SBA. A smaller concernenterprise is one that has a tangible net worth not exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services.
The Company’s wholly owned SBIC LP isSubsidiaries are able to borrow funds from the SBA against each SBIC’s regulatory capital (which generally approximates equity capital in the respective SBIC). The SBIC Subsidiaries are subject to regulation and oversightcustomary regulatory requirements including but not limited to, a periodic examination by the SBA includingand requirements with respect to maintainingmaintain certain minimum financial ratios and other covenants. Receipt of an SBIC license does not assure that the SBIC LPSubsidiaries will receive SBA-guaranteed debenture funding, which is dependent upon the SBIC LP continuing to be in complianceSubsidiaries complying with SBA regulations and policies. The SBA, as a creditor, will have a superior claim to each SBIC LP’sSubsidiaries’ assets over ourthe Company’s stockholders and debtholders in the event we liquidatethat the Company liquidates such SBIC LPSubsidiary or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC LPSubsidiary upon an event of default.
The Company received exemptive relief from the SEC to permit it to exclude the debt of the SBIC LPsubsidiaries guaranteed by the SBA from the definition of senior securities in the 200.0% asset coverage test under the 1940 Act. This allows the Company increased flexibility under the 200.0% asset coverage testrequirement by permitting it to borrow up to $150.0$350.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
As of November 30, 20172023, SBIC LP, SBIC II LP and February 28, 2017,SBIC III LP had an aggregate total of equity capital of $75.0 million, $87.5 million and $66.7 million, respectively, and had $205.0 million in SBA-guaranteed debentures collectively outstanding, with $0.0 million held in SBIC LP, $175.0 million held in SBIC II LP and $30.0 million held in SBIC III LP.
As noted above, as of November 30, 2023, there was $134.7$205.0 million and $112.7 million outstanding of SBA debentures respectively.outstanding and as of February 28, 2023, there was $202.0 million of SBA debentures outstanding. The carrying amount of the amount outstanding of SBA debentures approximates its fair value, which is based on a waterfall analysis showing adequate collateral coverage $4.6and would be classified as a Level 3 liability within the fair value hierarchy. Financing costs of $5.0 million, of financing costs$6.0 million, and $0.4 million related to the SBA debentures issued by SBIC LP, SBIC II LP and SBIC III LP, respectively, have been capitalized and are being amortized over the term of the commitment and drawdown. During the nine months ended November 30, 2023, the Company repaid $27.0 million of SBA debentures in SBIC LP, resulting in a realized loss on extinguishment of $0.1 million related to the acceleration of deferred debt financing costs.
For the three months ended November 30, 20172023 and November 30, 2016, we2022, the Company recorded $1.1$1.6 million and $0.9$1.7 million of interest expense related to the SBA debentures, respectively. For the three months ended November 30, 20172023 and November 30, 2016, we2022, the Company recorded $0.1$0.3 million and $0.1$0.2 million of amortization of deferred financing costs related to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. The weighted average interest rate during the three months ended November 30, 20172023 and November 30, 20162022 on the outstanding borrowings of the SBA debentures was 3.14%3.25% and 3.08%2.86%, respectively. During the three months ended November 30, 2023 and November 30, 2022, the average dollar amount of SBA debentures outstanding was $200.4 million and $242.7 million, respectively.
For the nine months ended November 30, 20172023 and November 30, 2016, we2022, the Company recorded $3.0$4.6 million and $2.5$4.6 million of interest expense related to the SBA debentures, respectively. For the nine months ended November 30, 20172023 and November 30, 2016, we2022, the Company recorded $0.4$0.7 million and $0.4$0.7 million of amortization of deferred financing costs related to the SBA debentures, respectively. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. The weighted average interest rate during the nine months ended November 30, 20172023 and November 30, 20162022 on the outstanding borrowings of the SBA debentures was 3.12%3.01% and 3.12%2.74%, respectively. During the three and nine months ended November 30, 2017,2023 and November 30, 2022, the average dollar amount of SBA debentures outstanding was $134.7$201.7 million and $127.8 million, respectively. During the three and nine months ended November 30, 2016, the average dollar amount of SBA debentures outstanding was $110.7 million and $106.0$226.5 million, respectively.
In December 2015, the 2016 omnibus spending bill approved by Congress and signed into law by the President increased the amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding from $225.0 million to $350.0 million, subject to SBA approval. SBA regulations currently limit the amount of SBA-guaranteed debentures that an SBIC may issue to $150.0 million when it has at least $75.0 million in regulatory capital. Affiliated SBICs are permitted to issue up to a combined maximum amount of $350.0 million in SBA-guaranteed debentures when they have at least $175.0 million in combined regulatory capital.
On April 2, 2015, the SBA issued a “green light” letter inviting the Company to continue the application process to obtain a license to form and operate its second SBIC subsidiary. On September 27, 2016, the SBA informed us that as part of their continued review of our application for a second license, and in order to ensure that they were reviewing the most current information available, we would need to update all previously submitted materials and invited us to reapply. As a result of this request, with which we are in
the process of complying, the existing “green light” letter that the SBA issued to us has expired. If approved in the future, a second SBIC license would provide us an incremental source of long-term capital by permitting us to issue up to $150.0 million of additional SBA-guaranteed debentures in addition to the $150.0 million already approved under the first license.
Notes
6.25% 2025 Notes
On May 10, 2013,August 28, 2018, the Company issued $42.0$40.0 million in aggregate principal amount of 7.50%6.25% fixed-rate notes due 2025 (the “6.25% 2025 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.3 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $5.0 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $1.6 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.
On February 5, 2019, the Company issued an additional $20.0 million in aggregate principal amount of the 6.25% 2025 Notes for net proceeds of $19.2 million after deducting underwriting commissions of approximately $0.6 million and discount of $0.2 million. Offering costs incurred were approximately $0.2 million. The issuance included the full exercise of the underwriters’ option to purchase an additional $2.5 million in aggregate principal amount of 6.25% 2025 Notes within 30 days. The additional 6.25% 2025 Notes were treated as a single series with the existing 6.25% 2025 Notes under the indenture and have the same terms as the existing 6.25% 2025 Notes. The net proceeds from this offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. The financing costs and discount of $1.0 million related to the 6.25% 2025 Notes have been capitalized and were amortized over the term of the 6.25% 2025 Notes.
On August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of issued and outstanding 6.25% 2025 Notes. The 6.25% 2025 Notes were listed on the NYSE under the trading symbol of “SAF” and have been delisted following the full redemption on August 31, 2021. As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 6.25% 2025 Notes resulted in a realized loss on the extinguishment of debt of $1.5 million.
7.25% 2025 Notes
On June 24, 2020, the Company issued $37.5 million in aggregate principal amount of 7.25% fixed-rate notes due 2025 (the “2020“7.25% 2025 Notes”) for net proceeds of $36.3 million after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3 million. On July 6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its 7.25% 2025 Notes. Net proceeds to the Company were $5.4 million after deducting underwriting commissions of approximately $0.2 million. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and were amortized over the term of the 7.25% 2025 Notes.
On July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes. The 7.25% 2025 Notes were listed on the NYSE under the trading symbol of “SAK” and have been delisted following the full redemption on July 14, 2022. As such, it was not fair valued with market quotes and is not fair value leveled. The repayment of the 7.25% 2025 Notes resulted in a realized loss on the extinguishment of debt of $1.0 million.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $0.0 million and $0.0 million, respectively, of interest expense and $0.0 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 7.25% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022, the average dollar amount of the 7.25% 2025 Notes outstanding was $0.0 million and $0.0 million respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $0.0 million and $1.2 million, respectively, of interest expense and $0.0 million and $0.1 million, respectively, of amortization of deferred financing costs related to the 7.25% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022, the average dollar amount of the 7.25% 2025 Notes outstanding was $0.0 million and $18.0 million respectively.
7.75% 2025 Notes
On July 9, 2020, the Company issued $5.0 million in aggregate principal amount of 7.75% fixed-rate notes due in 2025 (the “7.75% 2025 Notes”) for net proceeds of $4.8 million after deducting underwriting commissions of approximately $0.2 million. Offering costs incurred were approximately $0.1 million. Interest on the 7.75% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.75% per year. The 7.75% 2025 Notes mature on July 9, 2025 and may be redeemed in whole or in part at any time or from time to time at the Company’s option subject to a fee depending on the date of repayment. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $0.3 million related to the 7.75% 2025 Notes have been capitalized and are being amortized over the term of the 7.75% 2025 Notes.
As of November 30, 2023, the total 7.75% 2025 Notes outstanding was $5.0 million. The 7.75% 2025 Notes are not listed and have a par value of $25.00 per note. The carrying amount of the amount outstanding of 7.75% 2025 Notes had a fair value of $4.9 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 7.75% 2025 Notes was $5.0 million and $4.9 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $0.1 million and $0.1 million, respectively, of interest expense and $0.01 million and $0.01 million, respectively, of amortization of deferred financing costs related to the 7.75% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022, the average dollar amount of 7.75% 2025 Notes outstanding was $5.0 million and $5.0 million respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $0.3 million and $0.3 million, respectively, of interest expense and $0.04 million and $0.04 million, respectively, of amortization of deferred financing costs related to the 7.75% 2025 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022, the average dollar amount of 7.75% 2025 Notes outstanding was $5.0 million and $5.0 million respectively.
6.25% 2027 Notes
On December 29, 2020, the Company issued $5.0 million in aggregate principal amount of 6.25% fixed-rate notes due in 2027 (the “6.25% 2027 Notes”). Offering costs incurred were approximately $0.1 million. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.25% per year. The 20206.25% 2027 Notes will mature on December 29, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option, on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $0.1 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes.
On January 28, 2021, the Company issued an additional $10.0 million in aggregate principal amount of the 6.25% 2027 Notes for net proceeds of $9.7 million after deducting underwriting commissions of approximately $0.3 million (the “Additional 6.25% 2027 Notes”). Offering costs incurred were approximately $0.1 million. The Additional 6.25% 2027 Notes are treated as a single series with the existing 6.25% 2027 Notes under the indenture and have the same terms as the existing 6.25% 2027 Notes. Interest on the 6.25% 2027 Notes is paid quarterly in arrears on February 28, May 31, 2020,August 31 and since May 31, 2016,November 30, at a rate of 6.25% per year. The 6.25% 2027 Notes mature on January 28, 2027 and commencing January 28, 2023, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $0.4 million related to the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the 6.25% 2027 Notes. The 6.25% 2027 Notes are not listed and have a par value of $25.00 per note.
As of November 30, 2023, the total 6.25% 2027 Notes outstanding was $15.0 million. The 6.25% 2027 Notes are not listed and have a par value of $25.00 per note. The carrying amount of the amount outstanding of 6.25% 2027 Notes had a fair value of $14.0 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 6.25% 2027 Notes was $15.0 million and $13.7 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $0.2 million and $0.2 million, respectively, of interest expense and $0.02 million and $0.02 million, respectively, of amortization of deferred financing costs related to the 6.25% 2027 Notes. Interest will be payable quarterly beginning August 15, 2013.expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022 the average dollar amount of 6.25% 2027 Notes outstanding was $15.0 million and $15.0 million respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $0.7 million and $0.7 million, respectively, of interest expense and $0.05 million and $0.05 million, respectively, of amortization of deferred financing costs related to the 6.25% 2027 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022 the average dollar amount of 6.25% 2027 Notes outstanding was $15.0 million and $15.0 million respectively.
4.375% 2026 Notes
On May 17, 2013,March 10, 2021, the Company closedissued $50.0 million in aggregate principal amount of 4.375% fixed-rate notes due in 2026 (the “4.375% 2026 Notes”) for net proceeds of $49.0 million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.375% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The 4.375% 2026 Notes mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November 28, 2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $1.3 million related to the 4.375% 2026 Notes have been capitalized and are being amortized over the term of the 4.375% 2026 Notes.
On July 15, 2021, the Company issued an additional $6.3$125.0 million in aggregate principal amount of the 20204.375% 2026 Notes pursuant(the “Additional 4.375% 2026 Notes”) for net proceeds for approximately $123.8 million, based on the public offering price of 101.00% of the aggregate principal amount of the Additional 4.375% 2026 Notes, after deducting the underwriting commissions of $2.5 million. Offering costs incurred were approximately $0.2 million. The Additional 4.375% 2026 Notes are treated as a single series with the existing 4.375% 2026 Notes under the indenture and have the same terms as the existing 4.375% 2026 Notes. The net proceeds from the offering were used to redeem all of the outstanding 6.25% fixed-rate note due 2025, and for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $2.7 million have been capitalized and are being amortized over the term of the additional 4.375% 2026 Notes.
As of November 30, 2023, the total 4.375% 2026 Notes outstanding was $175.0 million. The 4.375% 2026 Notes are not listed and are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The carrying amount of the amount outstanding of 4.375% 2026 Notes had a fair value of $160.4 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 4.375% 2026 Notes was $175.0 million and $156.1 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $1.9 million and $1.9 million, respectively, of interest expense, $0.1 million and $0.2 million, respectively, of amortization of deferred financing costs and $0.08 million and $0.07 million, respectively, of amortization of premium on issuance of 4.375% Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022, the average dollar amount of 4.375% 2026 Notes outstanding was $175.0 million and $175.0 million, respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $5.7 million and $5.7 million, respectively, of interest expense, $0.4 million and $0.6 million, respectively, of amortization of deferred financing costs and $0.2 million and $0.2 million, respectively, of amortization of premium on issuance of 4.375% Notes due 2026 (inclusive of the issuance of the Additional 4.375% 2026 Notes). Interest expense, amortization of deferred financing costs and amortization of premium on issuance of notes are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022, the average dollar amount of 4.375% 2026 Notes outstanding was $175.0 million and $175.0 million, respectively.
4.35% 2027 Notes
On January 19, 2022, the Company issued $75.0 million in aggregate principal amount of 4.35% fixed-rate notes due in 2027 (the “4.35% 2027 Notes”) for net proceeds of $73.0 million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% 2027 Notes, after deducting the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.35% 2027 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year. The 4.35% 2027 Notes mature on February 28, 2027 and may be redeemed in whole or in part at the Company’s option at any time prior to November 28, 2026, at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $1.8 million related to the full exercise4.35% 2027 Notes have been capitalized and are being amortized over the term of the underwriters’4.35% 2027 Notes.
As of November 30, 2023, the total 4.35% 2027 Notes outstanding was $75.0 million. The 4.35% 2027 Notes are not listed. The carrying amount of the amount outstanding of 4.35% 2027 Notes had a fair value of $66.2 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 4.35% 2027 Notes was $75.0 million and $64.5 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $0.8 million and $0.8 million, respectively, of interest expense, $0.1 million and $0.1 million, respectively, of amortization of deferred financial costs and $0.02 million and $0.02 million, respectively, of amortization of discount related to the 4.35% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022, the average dollar amount of 4.35% 2027 Notes outstanding was $75.0 million and $75.0 million, respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $2.4 million and $2.4 million, respectively, of interest expense, $0.3 million and $0.3 million, respectively, of amortization of deferred financial costs and $0.08 million and $0.07 million, respectively, of amortization of discount related to the 4.35% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022, the average dollar amount of 4.35% 2027 Notes outstanding was $75.0 million and $75.0 million, respectively.
6.00% 2027 Notes
On April 27, 2022, the Company issued $87.5 million in aggregate principal amount of 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May 10, 2022, the underwriters partially exercised their option to purchase an additional 2020 Notes. On May 29, 2015, the Company entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. through which the Company may offer for sale, from time to time, up to $20.0$10.0 million in aggregate principal amount of the 2020 Notes through an At-the-Market (“ATM”) offering. As of November 30, 2017,6.00% 2027 Notes. Net proceeds to the Company sold 539,725 bonds with a principal of $13,493,125 at an average price of $25.31 for aggregate net proceeds of $13,385,766 (net of transaction costs).
On December 21, 2016, the Company issued $74.5 million in aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $71.7were $9.7 million after deducting underwriting commissions of approximately $2.3 million and offering costs of approximately $0.5$0.3 million. The issuance included the exercise of substantially all of the underwriters’ option to purchase an additional $9.8 million aggregate principal amount of 2023 Notes within 30 days. Interest on the 20236.00% 2027 Notes is paid quarterly in arrears on March 15, June 15, September 15February 28, May 31, August 31 and December 15,November 30, at a rate of 6.75%6.00% per year, beginning March 30, 2017.year. The 20236.00% 2027 Notes mature on DecemberApril 30, 2023,2027 and commencing December 21, 2019,April 27, 2024, may be redeemed in whole or in part at any time or from time to time at ourthe Company’s option. The net proceeds from the offering were used to repay all of the outstanding indebtedness under the 2020 Notes, which amounted to $61.8 million, and for general corporate purposes in accordance with ourthe Company’s investment objective and strategies. The 2023 Notes are listed on the NYSE under the trading symbol “SAB” with a par value of $25.00 per share. The remaining unamortized deferred debt financingFinancing costs of $1.5$3.3 million (including underwriting commissions and net of issuance premiums), was recorded within loss on debt extinguishment in the consolidated statements of operations in the fourth quarter of the fiscal year ended February 28, 2017, when the related 2020 Notes were extinguished. As of November 30, 2017, $2.8 million of financing costs related to the 20236.00% 2027 Notes have been capitalized and are being amortized over the term of the 20236.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAT” with a par value of $25.00 per note.
On August 15, 2022, the Company issued an additional $8.0 million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional 6.00% 2027 Notes”) for net proceeds of $7.8 million, based on the public offering price of 97.80% of the aggregate principal amount of the 6.00% 2027 Notes. Additional offering costs incurred were approximately $0.2 million. The Additional 6.00% 2027 Notes are treated as a single series with the existing 6.00% 2027 Notes under the indenture and have the same terms as the existing 6.00% 2027 Notes. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Additional financing costs of $0.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.
As of November 30, 2017,2023, the carrying amount and fair value of the 20236.00% 2027 Notes was $74.5$105.5 million and $78.3$99.4 million, respectively. The fair value of the 20236.00% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 6.00% 2027 Notes was $105.5 million and $100.4 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $1.6 million and $1.6 million, respectively, of interest expense, $0.2 million and $0.2 million, respectively, of amortization of deferred financial costs and $0.01 million and $0.01 million, respectively, of amortization of discount related to the 6.00% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022, the average dollar amount of 6.00% 2027 Notes outstanding was $105.5 million and $99.0 million, respectively.
For the nine months ended November 30, 2017,2023 and November 30, 2022, we recorded $1.3$4.7 million and $3.8$3.7 million, respectively, of interest expense, $0.6 million and $0.4 million, respectively, of amortization of deferred financial costs and $0.03 million and $0.01 million, respectively, of amortization of discount related to the 6.00% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022, the average dollar amount of 6.00% 2027 Notes outstanding was $105.5 million and $82.5 million, respectively.
7.00% 2025 Notes
On September 8, 2022, the Company issued $12.0 million in aggregate principal amount of 7.00% fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $11.6 million after deducting underwriting discounts of approximately $0.4 million. Additional offering costs incurred were approximately $0.05 million. Interest on the 7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 7.00% per year. The 7.00% 2025 Notes mature on September 8, 2025 and commencing September 8, 2024, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $0.04 million related to the 7.00% 2025 Notes have been capitalized and are being amortized over the term of the 7.00% 2025 Notes.
As of November 30, 2023, the carrying amount of the 7.00% 2025 Notes was $12.0 million. The 7.00% 2025 Notes are not listed. The carrying amount of the outstanding 7.00% 2025 Notes had a fair value of $11.7 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 7.00% 2025 Notes was $12.0 million and $11.5 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $0.2 million and $0.2 million, respectively, of interest expense, $0.03 million and $0.0 million, respectively, of amortization of deferred financial costs and $0.03 million and $0.03 million, respectively, of amortization of discount related to the 7.00% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022, the average dollar amount of 7.00% 2025 Notes outstanding was $12.0 million and $11.1 million, respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $0.6 million and $0.2 million, respectively, of interest expense, $0.09 million and $0.0 million, respectively, of amortization of deferred financial costs and $0.08 million and $0.03 million, respectively, of amortization of discount related to the 7.00% 2025 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022, the average dollar amount of 7.00% 2025 Notes outstanding was $12.0 million and $3.7 million, respectively.
8.00% 2027 Notes
On October 27, 2022, the Company issued $40.0 million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.2 million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $6.0 million in aggregate principal amount of the 8.00% 2027 Notes. Net proceeds to the Company were $5.8 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.00% per year. The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from the offering were used for general corporate purposes in accordance with the Company’s investment objective and strategies. Financing costs of $1.7 million related to the 8.00% 2027 Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes. The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with a par value of $25.00 per note.
As of November 30, 2023, the carrying amount and fair value of the 8.00% 2027 Notes was $46.0 million and $46.6 million, respectively. The fair value of the 8.00% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.00% 2027 Notes was $46.0 million and $46.4 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $0.9 million and $0.3 million, respectively, of interest expense and $0.1$0.09 million and $0.3$0.03 million, respectively, of amortization of deferred financing costs related to the 8.00% 2027 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 Notes. Asand November 30, 2022, the average dollar amount of February 28, 2017, the carrying amount and fair value of the 20238.00% 2027 Notes outstanding was $74.5$46.0 million and $77.1$16.9 million, respectively.
For the three and nine months ended November 30, 2016, we2023 and November 30, 2022, the Company recorded $1.2$2.8 million and $3.5$0.3 million, respectively, of interest expense and $0.1$0.3 million and $0.3$0.03 million, respectively, of amortization of deferred financing costs related to the 20208.00% 2027 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three and nine months ended November 30, 2017,2023 and November 30, 2022, the average dollar amount of 20238.00% 2027 Notes outstanding was $74.5$46.0 million and $5.6 million, respectively.
8.125% 2027 Notes
On December 13, 2022, the Company issued $52.5 million in aggregate principal amount of 8.125% fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $50.8 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.1 million. On December 21, 2022, the underwriters fully exercised their option to purchase an additional $7.9 million in aggregate principal amount of the 8.125% 2027 Notes. Net proceeds to the Company were $7.6 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.125% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.125% per year, beginning February 28, 2023. The 8.125% 2027 Notes mature on December 31, 2027 and commencing December 13, 2024, may be redeemed in whole or in part at any time or from time to time at the Company’s option. The net proceeds from this offering were used to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Financing costs of $2.0 million related to the 8.125% 2027 Notes have been capitalized and are being amortized over the term of the 8.125% 2027 Notes. The 8.125% 2027 Notes are listed on the NYSE under the trading symbol “SAY” with a par value of $25.00 per note.
As of November 30, 2023, the carrying amount and fair value of the 8.125% 2027 Notes was $60.4 million and $60.4 million, respectively. The fair value of the 8.125% 2027 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.125% 2027 Notes was $60.4 million and $61.1 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $1.2 million and $0.0 million, respectively, of interest expense and $0.1 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 8.125% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022 the average dollar amount of 8.125% 2027 Notes outstanding was $60.4 million and $0.0 million respectively.
For the nine months ended November 30, 2016,2023 and November 30, 2022, the Company recorded $3.7 million and $0.0 million, respectively, of interest expense and $0.3 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 8.125% 2027 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022 the average dollar amount of 20208.125% 2027 Notes outstanding was $61.8$60.4 million and $0.0 million respectively.
8.75% 2024 Notes
On March 31, 2023, the Company issued $10.0 million in aggregate principal amount of 8.75% fixed-rate notes due 2024 (the “8.75% 2024 Notes”) for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. On May 1, 2023, the Company issued an additional $10.0 million in aggregate principal amount of the 8.75% 2024 Notes for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. Offering costs incurred were approximately $0.03 million. Interest on the 8.75% 2024 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year. The 8.75% 2024 Notes mature on March 31, 2024. Net proceeds from this offering were used to make investments in middle-market companies (including investments made through the SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and general corporate purposes. Financing costs and discounts of $0.7 million related to the 8.75% 2024 Notes have been capitalized and are being amortized over the term of the 8.75% 2024 Notes.
As of November 30, 2023, the total 8.75% 2024 Notes outstanding was $20.0 million. The 8.75% 2024 Notes are not listed. The carrying amount of the amount outstanding of 8.75% 2024 Notes had a fair value of $20.0 million, which is based on a market yield analysis and would be classified as a Level 3 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.75% 2024 Notes was $0.0 million and $0.0 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $0.4 million and $0.0 million, respectively, of interest expense, $0.2 million and $0.0 million, respectively, of amortization of deferred financial costs and $0.2 million and $0.0 million, respectively, of amortization of discount related to the 8.75% 2024 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022 the average dollar amount of 8.75% 2024 Notes outstanding was $20.0 million and $0.0 million respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $1.1 million and $0.0 million, respectively, of interest expense, $0.5 million and $0.0 million, respectively, of amortization of deferred financial costs and $0.4 million and $0.0 million, respectively, of amortization of discount related to the 8.75% 2024 Notes. Interest expense and amortization of discount and deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022 the average dollar amount of 8.75% 2024 Notes outstanding was $16.7 million and $0.0 million respectively.
8.50% 2028 Notes
On April 14, 2023, the Company issued $50.0 million in aggregate principal amount of 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $48.4 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.03 million. On April 26, 2023, the underwriters fully exercised their option to purchase an additional $7.5 million in aggregate principal amount of the 8.50% 2028 Notes. Net proceeds to the Company were $7.3 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.50% 2028 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.50% per year. The 8.50% 2028 Notes mature on April 15, 2028, and commencing April 14, 2025, may be redeemed in whole or in part at any time or from time to time at the Company’s option. Net proceeds from this offering were used to repay a portion of the outstanding indebtedness under the Encina Credit Facility, make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with the Company’s investment objective and strategies and for general corporate purposes. Financing costs of $2.0 million related to the 8.50% 2028 Notes have been capitalized and are being amortized over the term of the 8.50% 2028 Notes. The 8.50% 2028 Notes are listed on the NYSE under the trading symbol “SAZ” with a par value of $25.00 per note.
As of November 30, 2023, the carrying amount and fair value of the 8.50% 2028 Notes was $57.5 million and $58.0 million, respectively. The fair value of the 8.50% 2028 Notes, which are publicly traded, is based upon closing market quotes as of the measurement date and would be classified as a Level 1 liability within the fair value hierarchy. As of February 28, 2023, the carrying amount and fair value of the 8.50% 2028 Notes was $0.0 million and $0.0 million, respectively.
For the three months ended November 30, 2023 and November 30, 2022, the Company recorded $1.2 million and $0.0 million, respectively, of interest expense and $0.1 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 8.50% 2028 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the three months ended November 30, 2023 and November 30, 2022 the average dollar amount of 8.50% 2028 Notes outstanding was $57.5 million and $0.0 million respectively.
For the nine months ended November 30, 2023 and November 30, 2022, the Company recorded $3.1 million and $0.0 million, respectively, of interest expense and $0.3 million and $0.0 million, respectively, of amortization of deferred financing costs related to the 8.50% 2028 Notes. Interest expense and amortization of deferred financing costs are reported as interest and debt financing expense on the consolidated statements of operations. During the nine months ended November 30, 2023 and November 30, 2022 the average dollar amount of 8.50% 2028 Notes outstanding was $47.8 million and $0.0 million respectively.
SENIOR SECURITIES
(dollar amounts in thousands, except per share data)
| Class and Year (1)(2) | Total Amount Outstanding Exclusive of Treasury Securities(3) | Asset Coverage per Unit(4) | Involuntary Liquidating Preference per Share(5) | Average Market Value per Share(6) | |||||||||||||
| (in thousands) | |||||||||||||||||
| Credit Facility with Encina Lender Finance, LLC | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 35,000 | $ | 1,593 | - | N/A | |||||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 32,500 | $ | 1,659 | - | N/A | |||||||||||
| Fiscal yaer 2022 (as of February 28, 2022) | $ | 12,500 | $ | 2,093 | - | N/A | |||||||||||
| Credit Facility with Madison Capital Funding(14) | |||||||||||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | - | $ | 3,471 | - | N/A | |||||||||||
| Fiscal year 2020 (as of February 29, 2020) | $ | - | $ | 6,071 | - | N/A | |||||||||||
| Fiscal year 2019 (as of February 28, 2019) | $ | - | $ | 2,345 | - | N/A | |||||||||||
| Fiscal year 2018 (as of February 28, 2018) | $ | - | $ | 2,930 | - | N/A | |||||||||||
| Fiscal year 2017 (as of February 28, 2017) | $ | - | $ | 2,710 | - | N/A | |||||||||||
| Fiscal year 2016 (as of February 29, 2016) | $ | - | $ | 3,025 | - | N/A | |||||||||||
| Fiscal year 2015 (as of February 28, 2015) | $ | 9,600 | $ | 3,117 | - | N/A | |||||||||||
| Fiscal year 2014 (as of February 28, 2014) | $ | - | $ | 3,348 | - | N/A | |||||||||||
| Fiscal year 2013 (as of February 28, 2013) | $ | 24,300 | $ | 5,421 | - | N/A | |||||||||||
| Fiscal year 2012 (as of February 29, 2012) | $ | 20,000 | $ | 5,834 | - | N/A | |||||||||||
| Fiscal year 2011 (as of February 28, 2011) | $ | 4,500 | $ | 20,077 | - | N/A | |||||||||||
| Fiscal year 2010 (as of February 28, 2010) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2009 (as of February 28, 2009) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2008 (as of February 29, 2008) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2007 (as of February 28, 2007) | $ | - | $ | - | - | N/A | |||||||||||
| 7.50% Notes due 2020(7) | |||||||||||||||||
| Fiscal year 2017 (as of February 28, 2017) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2016 (as of February 29, 2016) | $ | 61,793 | $ | 3,025 | - | $ | 25.24 | (8) | |||||||||
| Fiscal year 2015 (as of February 28, 2015) | $ | 48,300 | $ | 3,117 | - | $ | 25.46 | (8) | |||||||||
| Fiscal year 2014 (as of February 28, 2014) | $ | 48,300 | $ | 3,348 | - | $ | 25.18 | (8) | |||||||||
| Fiscal year 2013 (as of February 28, 2013) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2012 (as of February 29, 2012) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2011 (as of February 28, 2011) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2010 (as of February 28, 2010) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2009 (as of February 28, 2009) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2008 (as of February 29, 2008) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2007 (as of February 28, 2007) | $ | - | $ | - | - | N/A | |||||||||||
| 6.75% Notes due 2023(9) | |||||||||||||||||
| Fiscal year 2020 (as of February 29, 2020) | $ | - | $ | - | - | N/A | |||||||||||
| Fiscal year 2019 (as of February 28, 2019) | $ | 74,451 | $ | 2,345 | - | $ | 25.74 | (10) | |||||||||
| Fiscal year 2018 (as of February 28, 2018) | $ | 74,451 | $ | 2,930 | - | $ | 26.05 | (10) | |||||||||
| Fiscal year 2017 (as of February 28, 2017) | $ | 74,451 | $ | 2,710 | - | $ | 25.89 | (10) | |||||||||
| 8.75% Notes due 2024 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 20,000 | $ | 1,593 | - | $ | 25.00 | (12) | |||||||||
| 6.25% Notes due 2025(13) | |||||||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | - | - | - | N/A | |||||||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | 60,000 | $ | 3,471 | - | $ | 24.24 | (11) | |||||||||
| Fiscal year 2020 (as of February 29, 2020) | $ | 60,000 | $ | 6,071 | - | $ | 25.75 | (11) | |||||||||
| Fiscal year 2019 (as of February 28, 2019) | $ | 60,000 | $ | 2,345 | - | $ | 24.97 | (11) | |||||||||
| 7.00% Notes due 2025 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 12,000 | $ | 1,593 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 12,000 | $ | 1,659 | - | $ | 25.00 | (12) | |||||||||
| 7.25% Notes due 2025(17) | |||||||||||||||||
| Fiscal year 2023 (as of February 28, 2023) | - | - | - | N/A | |||||||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | 43,125 | $ | 2,093 | - | $ | 25.46 | (11) | |||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | 43,125 | $ | 3,471 | - | $ | 25.77 | (11) | |||||||||
| 7.75% Notes due 2025 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 5,000 | $ | 1,593 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 5,000 | $ | 1,659 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | 5,000 | $ | 2,093 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | 5,000 | $ | 3,471 | - | $ | 25.00 | (12) | |||||||||
| 4.375% Notes due 2026 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 175,000 | $ | 1,593 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 175,000 | $ | 1,659 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | 175,000 | $ | 2,093 | - | $ | 25.00 | (12) | |||||||||
| 4.35% Notes due 2027 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 75,000 | $ | 1,593 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 75,000 | $ | 1,659 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | 75,000 | $ | 2,093 | - | $ | 25.00 | (12) | |||||||||
| 6.00% Notes due 2027 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 105,500 | $ | 1,593 | - | $ | 23.34 | (15) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 105,500 | $ | 1,659 | - | $ | 23.97 | (15) | |||||||||
| 6.25% Notes due 2027 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 15,000 | $ | 1,593 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 15,000 | $ | 1,659 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2022 (as of February 28, 2022) | $ | 15,000 | $ | 2,093 | - | $ | 25.00 | (12) | |||||||||
| Fiscal year 2021 (as of February 28, 2021) | $ | 15,000 | $ | 3,471 | - | $ | 25.00 | (12) | |||||||||
| 8.00% Notes due 2027 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 46,000 | $ | 1,593 | - | $ | 24.93 | (15) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 46,000 | $ | 1,659 | - | $ | 25.08 | (15) | |||||||||
| 8.125% Notes due 2027 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 60,375 | $ | 1,593 | - | $ | 24.97 | (15) | |||||||||
| Fiscal year 2023 (as of February 28, 2023) | $ | 60,375 | $ | 1,659 | - | $ | 25.10 | (15) | |||||||||
| 8.50% Notes due 2028 | |||||||||||||||||
| Fiscal year 2024 (as of November 30, 2023) | $ | 57,500 | $ | 1,593 | - | $ | 25.07 | (16) | |||||||||
| (1) | We have excluded our SBA-guaranteed debentures from this table because the SEC has granted us exemptive relief that permits us to exclude such debentures from the definition of senior securities in the 150% asset coverage ratio we are required to maintain under the 1940 Act. |
| (2) | This table does not include the senior securities of our predecessor entity, GSC Investment Corp., relating to a revolving securitized credit facility with Deutsche Bank, in light of the fact that the Company was under different management during the time that such credit facility was outstanding. |
| (3) | Total amount of senior securities outstanding at the end of the period presented. |
| (4) | Asset coverage per unit is the ratio of our total assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness, calculated on a total basis. |
| (5) | The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the Securities and Exchange Commission expressly does not require to be disclosed for certain types of senior securities. |
| (6) | Not applicable for credit facility because not registered for public trading. |
| (7) | On January 13, 2017, the Company redeemed in full its 2020 Notes. The Company used a portion of the net proceeds from the 2023 Notes offering, which was completed in December 2016, to redeem the 2020 Notes in full. |
| (8) | Based on the average daily trading price of the 2020 Notes on the NYSE. |
| (9) | On December 21, 2019 and February 7, 2020, the Company redeemed $50.0 million and $24.45 million, respectively, in aggregate principal amount of the $74.45 million in aggregate principal amount of issued and outstanding 2023 Notes. |
| (10) | Based on the average daily trading price of the 2023 Notes on the NYSE. |
| (11) | Based on the average daily trading price of the 2025 Notes on the NYSE. |
| (12) | The carrying value of this unlisted security approximates its fair value, based on a waterfall analysis showing adequate collateral coverage. |
| (13) | On August 31, 2021, the Company redeemed $60.0 million in aggregate principal amount of the issued and outstanding 6.25% 2025 Notes. The Company used a portion of the net proceeds from the 4.375% 2026 Notes offering, which was completed in July 2021, to redeem the 6.25% 2025 Notes in full. |
| (14) | On October 4, 2021, the Company repaid all remaining amounts outstanding under the Madison Credit Facility and the credit agreement relating to the Madison Credit Facility was terminated. |
| (15) | Based on the average daily trading price of the 2027 Notes on the NYSE. |
| (16) | Based on the average daily trading price of the 2028 Notes on the NYSE. |
| (17) | On July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes. |
Note 7.9. Commitments and contingenciesContingencies
Contractual obligationsObligations
The following table shows our payment obligations for repayment of debt and other contractual obligations at November 30, 2017:2023:
| Payment Due by Period | ||||||||||||||||||||
| Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | ||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
Long-Term Debt Obligations | $ | 210,111 | $ | — | $ | — | $ | — | $ | 210,111 | ||||||||||
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| Payment Due by Period | ||||||||||||||||||||
| Long-Term Debt Obligations | Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | |||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Encina credit facility | $ | 35,000 | $ | - | $ | 35,000 | $ | - | $ | - | ||||||||||
| SBA debentures | 205,000 | - | - | - | 205,000 | |||||||||||||||
| 8.75% 2024 Notes | 20,000 | 20,000 | - | - | - | |||||||||||||||
| 7.00% 2025 Notes | 12,000 | - | 12,000 | - | - | |||||||||||||||
| 7.75% 2025 Notes | 5,000 | - | 5,000 | - | - | |||||||||||||||
| 4.375% 2026 Notes | 175,000 | - | 175,000 | - | - | |||||||||||||||
| 4.35% 2027 Notes | 75,000 | - | - | 75,000 | - | |||||||||||||||
| 6.00% 2027 Notes | 105,500 | - | - | 105,500 | - | |||||||||||||||
| 6.25% 2027 Notes | 15,000 | - | - | 15,000 | - | |||||||||||||||
| 8.00% 2027 Notes | 46,000 | - | - | 46,000 | - | |||||||||||||||
| 8.125% 2027 Notes | 60,375 | - | - | 60,375 | - | |||||||||||||||
| 8.50% 2028 Notes | 57,500 | - | - | 57,500 | - | |||||||||||||||
| Total Long-Term Debt Obligations | $ | 811,375 | $ | 20,000 | $ | 227,000 | $ | 359,375 | $ | 205,000 | ||||||||||
Off-balance sheet arrangements
TheOff-Balance Sheet Arrangements
As of November 30, 2023 and February 28, 2023, the Company’s off-balance sheet arrangements consisted of $5.9$128.4 million and $2.0$108.8 million, respectively, of unfunded commitments outstanding to provide debt financing to its portfolio companies or to fund limited partnership interests as of November 30, 2017 and February 28, 2017, respectively.interests. Such commitments are generally up to the Company’s discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.
A summary of the composition of the unfunded commitments outstanding as of November 30, 20172023 and February 28, 20172023 is shown in the table below (dollars in thousands):
| As of | ||||||||
| November 30, 2017 | February 28, 2017 | |||||||
CLEO Communications Holding, LLC | $ | 3,000 | $ | — | ||||
GreyHeller LLC | 2,000 | 2,000 | ||||||
Pathway Partners Vet Management Company LLC | 917 | — | ||||||
|
|
|
| |||||
Total | $ | 5,917 | $ | 2,000 | ||||
|
|
|
| |||||
| November 30, 2023 | February 28, 2023 | |||||||
| At Company’s discretion | ||||||||
| ActiveProspect, Inc. | $ | 10,000 | $ | 10,000 | ||||
| Artemis Wax Corp. | 23,500 | - | ||||||
| Ascend Software, LLC | 5,000 | 5,000 | ||||||
| Granite Comfort, LP | 750 | 15,000 | ||||||
| JDXpert | 5,000 | 5,000 | ||||||
| LFR Chicken LLC | - | 4,000 | ||||||
| Pepper Palace, Inc. | 1,898 | 3,000 | ||||||
| Procurement Partners, LLC | 4,250 | 4,250 | ||||||
| Saratoga Senior Loan Fund I JV, LLC | 8,548 | 8,548 | ||||||
| Sceptre Hospitality Resources, LLC | 5,000 | 5,000 | ||||||
| Stretch Zone Franchising, LLC | 3,750 | - | ||||||
| VetnCare MSO, LLC | 10,000 | - | ||||||
| Total | $ | 77,696 | $ | 59,798 | ||||
| At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required | ||||||||
| Alpha Aesthetics Partners OpCo, LLC | $ | 3,720 | $ | - | ||||
| ARC Health OpCo LLC | 2,585 | 10,773 | ||||||
| Artemis Wax Corp. | - | 8,500 | ||||||
| Ascend Software, LLC | 1,500 | 3,200 | ||||||
| Axero Holdings, LLC - Revolver | 500 | 500 | ||||||
| Axiom Medical Consulting, LLC | 2,000 | - | ||||||
| BQE Software, Inc. | 3,250 | - | ||||||
| C2 Educational Systems | 3,000 | - | ||||||
| Davisware, LLC | 1,500 | - | ||||||
| Exigo, LLC | - | 4,167 | ||||||
| Exigo, LLC - Revolver | 1,042 | 833 | ||||||
| Gen4 Dental Partners Holdings, LLC | 244 | 11,000 | ||||||
| GoReact | 2,500 | 2,500 | ||||||
| JDXpert | - | 1,000 | ||||||
| Inspect Point Holding, LLC | 1,500 | - | ||||||
| Modis Dental Partners OpCo, LLC | 7,500 | - | ||||||
| Pepper Palace, Inc. - Delayed Draw Term Loan | - | 2,000 | ||||||
| Pepper Palace, Inc. - Revolver | 2,500 | 2,500 | ||||||
| Procurement Partners, LLC | - | 1,000 | ||||||
| Stretch Zone Franchising, LLC | 1,500 | - | ||||||
| VetnCare MSO, LLC | 15,319 | - | ||||||
| Zollege PBC | 575 | 1,000 | ||||||
| 50,735 | 48,973 | |||||||
| Total | $ | 128,431 | $ | 108,771 | ||||
The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of November 30, 2023, the Company had cash and cash equivalents and cash and cash equivalents, reserve accounts of $47.0 million and $30.0 million in available borrowings under the Encina Credit Facility.
Note 8.10. Directors Fees
The independent directors each receive an annual fee of $40,000.$70,000. They also receive $2,500$3,000 plus reimbursement of reasonable out-of- pocketout-of-pocket expenses incurred in connection with attending each board meeting and receive $1,000$1,500 plus reimbursement of reasonable out-of- pocketout-of-pocket expenses incurred in connection with attending each committee meeting. In addition, the chairman of the Audit Committee receives an annual fee of $5,000$12,500 and the chairman of each other committee of the board of directors receives an annual fee of $2,000$6,000 for their additional services in these capacities. In addition, we have purchased directors’ and officers’ liability insurance on behalf of our directors and officers. Independent directors have the option to receive their directors’ fees in the form of our common stock issued at a price per share equal to the greater of net asset valueNAV or the market price at the time of payment. No compensation is paid to directors who are “interested persons” of the Company (as such term is defined in Section 2(a)(19) of the 1940 Act). For the three months ended November 30, 20172023 and November 30, 2016, we2022, the Company incurred $0.04$0.1 million and $0.07$0.1 million for directors’ fees and expenses, respectively. For the nine months ended November 30, 20172023 and November 30, 2016, we2022, the Company incurred $0.2$0.3 million and $0.2$0.3 million for directors’ fees and expenses, respectively. As of November 30, 20172023 and February 28, 2017,2023, $0.0 million and $0.05$0.01 million in directors’ fees and expenses were accrued and unpaid, respectively. As of November 30, 2017, we2023, the Company had not issued any common stock to our directors as compensation for their services.
Note 9.11. Stockholders’ Equity
On May 16, 2006, GSC Group, Inc. capitalized the LLC, by contributing $1,000 in exchange for 67 shares, constituting all of the issued and outstanding shares of the LLC.
On March 20, 2007, the Company issued 95,995.5 and 8,136.2 shares of common stock, priced at $150.00 per share, to GSC Group and certain individual employees of GSC Group, respectively, in exchange for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP, LP, collectively valued at $15.6 million. At this time, the 6.7 shares owned by GSC Group in the LLC were exchanged for 6.7 shares of the Company.Share Repurchases
On March 28, 2007, the Company completed its IPO of 725,000 shares of common stock, priced at $150.00 per share, before underwriting discounts and commissions. Total proceeds received from the IPO, net of $7.1 million in underwriter’s discount and commissions, and $1.0 million in offering costs, were $100.7 million.
On November 13, 2009, we declared a dividend of $18.25 per share payable on December 31, 2009. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.1 million or $2.50 per share. Based on shareholder elections, the dividend consisted of $2.1 million in cash and 864,872.5 of newly issued shares of common stock.
On July 30, 2010, our Manager and its affiliates purchased 986,842 shares of common stock at $15.20 per share. Total proceeds received from this sale were $15.0 million.
On August 12, 2010, we effected a one-for-ten reverse stock split of our outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted into one share of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The total cash payment in lieu of shares was $230. Immediately after the reverse stock split, we had 2,680,842 shares of our common stock outstanding.
On November 12, 2010, we declared a dividend of $4.40 per share payable on December 29, 2010. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $1.2 million or $0.44 per share. Based on shareholder elections, the dividend consisted of approximately $1.2 million in cash and 596,235 shares of common stock.
On November 15, 2011, we declared a dividend of $3.00 per share payable on December 30, 2011. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $2.0 million or $0.60 per share. Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 599,584 shares of common stock.
On November 9, 2012, the Company declared a dividend of $4.25 per share payable on December 31, 2012. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $3.3 million or $0.85 per share. Based on shareholder elections, the dividend consisted of approximately $3.3 million in cash and 853,455 shares of common stock.
On October 30, 2013, the Company declared a dividend of $2.65 per share payable on December 27, 2013. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $2.5 million or $0.53 per share. Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 649,500 shares of common stock.
On September 24, 2014, the Company declared a dividend of $0.18 per share payable on November 28, 2014. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock pursuant to the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and 22,283 newly issued shares of common stock.
On September 24, 2014, the Company declared a dividend of $0.22 per share payable on February 27, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock.
On April 9, 2015, the Company declared a dividend of $0.27 per share payable on May 29, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock.
On May 14, 2015, the Company declared a special dividend of $1.00 per share payable on June 5, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock.
On July 8, 2015, the Company declared a dividend of $0.33 per share payable on August 31, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock.
On October 7, 2015, the Company declared a dividend of $0.36 per share payable on November 30, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock.
On January 12, 2016, the Company declared a dividend of $0.40 per share payable on February 29, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock.
On March 31, 2016, the Company declared a dividend of $0.41 per share payable on April 27, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock.
On July 7, 2016, the Company declared a dividend of $0.43 per share payable on August 9, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock.
On August 8, 2016, the Company declared a special dividend of $0.20 per share payable on September 5, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock.
On October 5, 2016, the Company declared a dividend of $0.44 per share payable on November 9, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock.
On January 12, 2017, the Company declared a dividend of $0.45 per share payable on February 9, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.6 million in cash and 50,453 newly issued shares of common stock.
On February 28, 2017, the Company declared a dividend of $0.46 per share payable on March 28, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares of common stock.
On May 30, 2017, the Company declared a dividend of $0.47 per share payable on June 27, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares of common stock.
On August 28, 2017, the Company declared a dividend of $0.48 per share payable on September 26, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551 newly issued shares of common stock.
On September 24, 2014, the Company announced the approval of an open market share repurchase plan that originally allowed it to repurchase up to 200,000 shares of its common stock at prices below its NAV as reported in its then most recently published consolidated financial statements.statements (the “Share Repurchase Plan”). Since September 24, 2014, the Share Repurchase Plan has been extended annually, and the Company has periodically increased the amount of shares of common stock that may be purchased under the Share Repurchase Plan, most recently to 1.7 million shares of common stock. On October 7, 2015,January 8, 2024, the Company’s board of directors extended the open market share repurchase plan for another year and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 400,000 shares of its common stock. On October 5, 2016, the Company’s board of directors extended the open market share repurchase planShare Repurchase Plan for another year to OctoberJanuary 15, 2017 and increased the number of shares the Company is permitted to repurchase at prices below its NAV, as reported in its then most recently published consolidated financial statements, to 600,000 shares of its common stock. On October 10, 2017, the Company’s board of directors extended the open market share repurchase plan for another year to October 15, 2018, leaving the number of shares unchanged at 600,000 shares of its common stock.2025. As of November 30, 2017,2023, the Company had purchased 218,4911,035,203 shares of common stock, at the average price of $16.87$22.05 for approximately $3.7$22.8 million pursuant to this repurchase plan.the Share Repurchase Plan. During the three months ended November 30, 2023, the Company did not purchase any shares of common stock pursuant to the Share Repurchase Plan. During the nine months ended November 30, 2023, the Company purchased 88,576 shares of common stock, at the average price $24.36 for approximately $2.2 million pursuant to the Share Repurchase Plan.
Public Equity Offering
On July 13, 2018, the Company issued 1,150,000 shares of its common stock priced at $25.00 per share (par value $0.001 per share) at an aggregate total of $28.75 million. The net proceeds, after deducting underwriting commissions of $1.15 million and offering costs of approximately $0.2 million, amounted to approximately $27.4 million. The Company also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of its common stock, which was not exercised.
Equity ATM Program
On March 16, 2017, wethe Company entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offerthe Company offered for sale, from time to time, up to $30.0 million of ourthe Company’s common stock through an ATM offering. AsSubsequent to this, BB&T Capital Markets and B. Riley FBR, Inc. were also added to the agreement. On July 11, 2019, the amount of November 30, 2017,the common stock to be offered was increased to $70.0 million, and on October 8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021, and as of that date, the Company had sold 266,1133,922,018 shares for gross proceeds of $6.0$97.1 million at an average price of $22.49$24.77 for aggregate net proceeds of $5.9$95.9 million (net of transaction costs).
Note 10. Summarized Financial Information of Our Unconsolidated Subsidiary
In accordance with SEC Regulation S-X Rules 3-09 and 4-08(g),On July 30, 2021, the Company must determineentered into an equity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC (collectively the “Agents”), through which of its unconsolidated controlled portfolio companies, if any, are considered “significant subsidiaries.” After performing this analysis, the Company determinedmay offer for sale, from time to time, up to $150.0 million of the Company’s common stock through the Agents, or to them, as principal for their account (the “ATM Program”).
On July 6, 2023, the Equity Distribution Agreement was amended to increase the maximum amount of shares of our common stock to be sold through the ATM Program to $300.0 million from $150.0 million, and on July 19, 2023, the Equity Distribution Agreement was amended to add an additional distribution agent, Raymond James & Associates. The sales price per share of the Company’s common stock offered under the ATM Program, less the Agents’ commission, will not be less than the NAV per share of the Company’s common stock at the time of such sale. Consistent with the terms of the ATM Program, the Manager may, from time to time and in its sole discretion, contribute proceeds necessary to ensure that oneno sales are made at a price below the then-current NAV per share.
As of its portfolio companies, Easy Ice, LLC (“Easy Ice”) is not a significant subsidiaryNovember 30, 2023, the Company sold 6,042,773 shares for gross proceeds of $158.3 million at an average price of $26.20 for aggregate net proceeds of $156.8 million (net of transaction costs). During the three months ended November 30, 2017 under2023, the Company sold 350,000 shares for gross proceeds of $10.0 million at least onean average price of $28.48 for aggregate net proceeds of $10.0 million (net of transaction costs). During the nine months ended November 30, 2023, the Company sold 1,202,412 shares for gross proceeds of $34.3 million at an average price of $28.54 for aggregate net proceeds of $34.3 million (net of transaction costs). The Manager agreed to reimburse the Company to the extent the per share price of the significance conditions ofshares to the public, less underwriting fees, was less than net asset value per share. For the three months ended November 30, 2023, the Manager reimbursed the Company $1.0 million. For the nine months ended November 30, 2023, the Manager reimbursed the Company $3.1 million.
The Company adopted Rule 4-08(g) of SEC3-04/Rule 8-03(a)(5) under Regulation S-X but was(Note 2). Pursuant to Regulation S-X, the Company has presented a reconciliation of the changes in each significant subsidiary forcaption of stockholders’ equity as shown in the year ended February 28, 2017. Accordingly, audited financial information for the year ended December 31, 2016 and as of December 31, 2016 has been included as follows (in thousands):tables below:
| As of | ||||
| Balance Sheet – Easy Ice, LLC | December 31, 2016 | |||
Current assets | $ | 1,058 | ||
Noncurrent assets | $ | 18,245 | ||
Current liabilities | $ | 3,473 | ||
Noncurrent liabilities | $ | 23,113 | ||
Total deficit | $ | (7,283 | ) | |
| For the year ended | ||||
| Statements of Operations – Easy Ice, LLC | December 31, 2016 | |||
Rental income | $ | 14,463 | ||
Rental expenses | $ | 8,463 | ||
Gross margin | $ | 6,000 | ||
Operating expenses | $ | 5,123 | ||
Income from operations | $ | 877 | ||
Net loss | $ | (1,356 | ) | |
| Total | ||||||||||||||||||||
| Common Stock | Capital in Excess | Distributable Earnings | ||||||||||||||||||
| Shares | Amount | of Par Value | (Loss) | Net Assets | ||||||||||||||||
| Balance at February 28, 2022 | 12,131,350 | $ | 12,131 | $ | 328,062,246 | $ | 27,706,146 | $ | 355,780,523 | |||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | 7,976,222 | 7,976,222 | |||||||||||||||
| Net realized gain (loss) from investments | - | - | - | 162,509 | 162,509 | |||||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | - | - | 69,250 | 69,250 | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | (9,333,449 | ) | (9,333,449 | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | (361,951 | ) | (361,951 | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | (6,428,817 | ) | (6,428,817 | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Stock dividend distribution | 42,825 | 43 | 1,108,637 | - | 1,108,680 | |||||||||||||||
| Repurchases of common stock | (142,177 | ) | (142 | ) | (3,734,174 | ) | - | (3,734,316 | ) | |||||||||||
| Repurchase fees | - | - | (2,840 | ) | - | (2,840 | ) | |||||||||||||
| Balance at May 31, 2022 | 12,031,998 | $ | 12,032 | $ | 325,433,869 | $ | 19,789,910 | $ | 345,235,811 | |||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | 7,698,014 | 7,698,014 | |||||||||||||||
| Net realized gain (loss) from investments | - | - | - | 7,943,838 | 7,943,838 | |||||||||||||||
| Realized losses on extinguishment of debt | - | - | - | (1,204,809 | ) | (1,204,809 | ) | |||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | (13,258,456 | ) | (13,258,456 | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | (230,154 | ) | (230,154 | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | (6,369,981 | ) | (6,369,981 | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Stock dividend distribution | 48,590 | 49 | 1,088,139 | - | 1,088,188 | |||||||||||||||
| Repurchases of common stock | (153,350 | ) | (154 | ) | (3,685,951 | ) | - | (3,686,105 | ) | |||||||||||
| Repurchase fees | - | - | (3,071 | ) | - | (3,071 | ) | |||||||||||||
| Balance at August 31, 2022 | 11,927,238 | $ | 11,927 | $ | 322,832,986 | $ | 14,368,362 | $ | 337,213,275 | |||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | 9,877,437 | 9,877,437 | |||||||||||||||
| Net realized gain (loss) from investments | - | - | - | (740,434 | ) | (740,434 | ) | |||||||||||||
| Income tax (provision) benefit from realized gain on investments | - | - | - | 479,318 | 479,318 | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | (3,176,208 | ) | (3,176,208 | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | (425,848 | ) | (425,848 | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | (6,433,298 | ) | (6,433,298 | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Stock dividend distribution | 52,312 | 53 | 1,150,881 | - | 1,150,934 | |||||||||||||||
| Repurchases of common stock | (94,071 | ) | (95 | ) | (2,179,600 | ) | - | (2,179,695 | ) | |||||||||||
| Repurchase fees | - | - | (1,881 | ) | - | (1,881 | ) | |||||||||||||
| Balance at November 30, 2022 | 11,885,479 | $ | 11,885 | $ | 321,802,386 | $ | 13,949,329 | $ | 335,763,600 | |||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | 9,649,474 | 9,649,474 | |||||||||||||||
| Net realized gain (loss) from investments | - | - | - | 80,683 | 80,683 | |||||||||||||||
| Realized losses on extinguishment of debt | - | - | - | (382,274 | ) | (382,274 | ) | |||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | 10,549,981 | 10,549,981 | |||||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | (697,380 | ) | (697,380 | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | (8,081,306 | ) | (8,081,306 | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Stock dividend distribution | 53,615 | 55 | 1,300,405 | - | 1,300,460 | |||||||||||||||
| Repurchases of common stock | (48,594 | ) | (49 | ) | (1,224,175 | ) | - | (1,224,224 | ) | |||||||||||
| Repurchase fees | - | - | (972 | ) | - | (972 | ) | |||||||||||||
| Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles | - | - | 16,162 | (16,162 | ) | - | ||||||||||||||
| Balance at February 28, 2023 | 11,890,500 | $ | 11,891 | $ | 321,893,806 | $ | 25,052,345 | $ | 346,958,042 | |||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | 15,958,950 | 15,958,950 | |||||||||||||||
| Net realized gain (loss) from investments | - | - | - | 90,691 | 90,691 | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | (16,322,307 | ) | (16,322,307 | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | 59,407 | 59,407 | |||||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | (8,193,402 | ) | (8,193,402 | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Stock dividend distribution | 45,818 | 47 | 1,058,797 | - | 1,058,844 | |||||||||||||||
| Repurchases of common stock | (88,576 | ) | (90 | ) | (2,157,515 | ) | - | (2,157,605 | ) | |||||||||||
| Repurchase fees | - | - | (1,772 | ) | - | (1,772 | ) | |||||||||||||
| Balance at May 31, 2023 | 11,847,742 | $ | 11,848 | $ | 320,793,316 | $ | 16,645,684 | $ | 337,450,848 | |||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | 13,964,784 | 13,964,784 | |||||||||||||||
| Realized losses on extinguishment of debt | - | - | - | (110,056 | ) | (110,056 | ) | |||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | (5,737,571 | ) | (5,737,571 | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | (221,206 | ) | (221,206 | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | (8,352,335 | ) | (8,352,335 | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | 852,412 | 852 | 22,497,265 | - | 22,498,117 | |||||||||||||||
| Capital contribution from manager | - | - | 2,050,288 | - | 2,050,288 | |||||||||||||||
| Stock dividend distribution | 29,627 | 30 | 749,283 | - | 749,313 | |||||||||||||||
| Offering costs | - | - | (213,427 | ) | - | (213,427 | ) | |||||||||||||
| Balance at August 31, 2023 | 12,729,781 | $ | 12,730 | $ | 345,876,725 | $ | 16,189,300 | $ | 362,078,755 | |||||||||||
| Increase (Decrease) from Operations: | ||||||||||||||||||||
| Net investment income | - | - | - | 14,166,063 | 14,166,063 | |||||||||||||||
| Net realized gain (loss) from investments | - | - | - | 60,565 | 60,565 | |||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | - | - | - | (17,866,353 | ) | (17,866,353 | ) | |||||||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | - | - | - | (415,894 | ) | (415,894 | ) | |||||||||||||
| Decrease from Shareholder Distributions: | ||||||||||||||||||||
| Distributions of investment income – net | - | - | - | (9,286,642 | ) | (9,286,642 | ) | |||||||||||||
| Capital Share Transactions: | ||||||||||||||||||||
| Proceeds from issuance of common stock | 350,000 | 350 | 9,012,150 | - | 9,012,150 | |||||||||||||||
| Capital contribution from manager | - | - | 1,043,000 | - | 1,043,000 | |||||||||||||||
| Stock dividend distribution | 35,196 | 35 | 858,960 | - | 858,995 | |||||||||||||||
| Offering costs | - | - | (92,240 | ) | - | (92,240 | ) | |||||||||||||
| Balance at November 30, 2023 | 13,114,977 | $ | 13,115 | $ | 356,698,595 | $ | 2,847,039 | $ | 359,558,749 | |||||||||||
Note 11.12. Earnings Per Share
In accordance with the provisions of FASB ASC Topic 260, “Earnings per Share” (“ASC 260”), basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
The following information sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets resulting from operations per share for the three and nine months ended November 30, 20172023 and November 30, 20162022 (dollars in thousands except share and per share amounts):
| For the three months ended | For the nine months ended | |||||||||||||||
Basic and diluted | November 30, 2017 | November 30, 2016 | November 30, 2017 | November 30, 2016 | ||||||||||||
Net increase in net assets resulting from operations | $ | 4,263 | $ | 1,574 | $ | 12,147 | $ | 10,133 | ||||||||
Weighted average common shares outstanding | 6,040,311 | 5,727,933 | 5,952,086 | 5,735,443 | ||||||||||||
Weighted average earnings per common share | $ | 0.71 | $ | 0.27 | $ | 2.04 | $ | 1.77 | ||||||||
| For the three months ended | For the nine months ended | |||||||||||||||
| Basic and Diluted | November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | ||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | (4,056 | ) | $ | 6,014 | $ | 3,627 | $ | 5,475 | |||||||
| Weighted average common shares outstanding | 13,052,896 | 11,893,173 | 12,355,815 | 11,989,811 | ||||||||||||
| Weighted average earnings (loss) per common share | $ | (0.31 | ) | $ | 0.51 | $ | 0.29 | $ | 0.46 | |||||||
Note 12.13. Dividend
On August 28, 2017,November 15, 2023, the Company declared a dividend of $0.48$0.72 per share which was paidpayable on September 26, 2017,December 28, 2023, to common stockholders of record as of September 15, 2017.on December 11, 2023. Shareholders hadhave the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to ourthe DRIP.
Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.19 per share, which equaled the volume weighted average trading price per share of the common stock on September 13, 14, 15, 18, 19, 20, 21, 22, 25 and 26, 2017.
On May 30, 2017,August 14, 2023, the Company declared a dividend of $0.47$0.71 per share which was paidpayable on June 27, 2017,September 28, 2023, to common stockholders of record as of June 15, 2017.on September 14, 2023. Shareholders hadhave the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to ourthe DRIP.
Based on shareholder elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.04 per share, which equaled the volume weighted average trading price per share of the common stock on June 14, 15, 16, 19, 20, 21, 22, 23, 26 and 27, 2017.
On February 28, 2017,May 22, 2023, the Company declared a dividend of $0.46$0.70 per share which was paidpayable on March 28, 2017,June 29, 2023, to common stockholders of record as of March 15, 2017.on June 13, 2023. Shareholders hadhave the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to ourthe DRIP.
Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.38 per share, which equaled the volume weighted average trading price per share of the common stock on March 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2017.
The following table summarizes dividends declared for the nine months ended November 30, 20172023 (dollars in thousands except per share amounts):
Date Declared | Record Date | Payment Date | Amount Per Share* | Total Amount | ||||||||||||
August 28, 2017 | September 15, 2017 | September 26, 2017 | $ | 0.48 | $ | 2,866 | ||||||||||
May 30, 2017 | June 15, 2017 | June 27, 2017 | $ | 0.47 | $ | 2,792 | ||||||||||
February 28, 2017 | March 15, 2017 | March 28, 2017 | $ | 0.46 | $ | 2,666 | ||||||||||
|
|
|
| |||||||||||||
Total dividends declared | $ | 1.41 | $ | 8,324 | ||||||||||||
|
|
|
| |||||||||||||
| Date Declared | Record Date | Payment Date | Amount Per Share | Total Amount* | ||||||||
| November 15, 2023 | December 11, 2023 | December 28, 2023 | $ | 0.72 | 8,888 | |||||||
| August 14, 2023 | September 14, 2023 | September 28, 2023 | 0.71 | $ | 9,287 | |||||||
| May 22, 2023 | June 13, 2023 | June 29, 2023 | 0.70 | $ | 8,352 | |||||||
| Total dividends declared | $ | 2.13 | $ | 26,527 | ||||||||
| * |
The following table summarizes dividends declared for the nine months ended November 30, 20162022 (dollars in thousands except per share amounts):
Date Declared | Record Date | Payment Date | Amount Per Share* | Total Amount | ||||||||||||
October 5, 2016 | October 31, 2016 | November 9, 2016 | $ | 0.44 | $ | 2,509 | ||||||||||
August 8, 2016 | August 24, 2016 | September 5, 2016 | $ | 0.20 | $ | 1,151 | ||||||||||
July 7, 2016 | July 29, 2016 | August 9, 2016 | $ | 0.43 | $ | 2,466 | ||||||||||
March 31, 2016 | April 15, 2016 | April 27, 2016 | $ | 0.41 | $ | 2,346 | ||||||||||
|
|
|
| |||||||||||||
Total dividends declared | $ | 1.48 | $ | 8,472 | ||||||||||||
|
|
|
| |||||||||||||
| Date Declared | Record Date | Payment Date | Amount Per Share | Total Amount* | ||||||||
| November 15, 2022 | December 15, 2022 | January 4, 2023 | $ | 0.68 | $ | 8,081 | ||||||
| August 29, 2022 | September 14, 2022 | September 29, 2022 | 0.54 | 6,433 | ||||||||
| May 26, 2022 | June 14, 2022 | June 29, 2022 | 0.53 | 6,370 | ||||||||
| Total dividends declared | $ | 1.75 | $ | 20,884 | ||||||||
| * |
Note 13.14. Financial Highlights
The following is a schedule of financial highlights as of and for the nine months ended November 30, 20172023 and November 30, 2016:2022:
| Per share data | November 30, 2023 | November 30, 2022 | ||||||
| Net asset value at beginning of period | $ | 29.18 | $ | 29.33 | ||||
| Net investment income(1) | 3.57 | 2.13 | ||||||
| Net realized and unrealized gain and losses on investments(1) | (3.27 | ) | (1.57 | ) | ||||
| Realized losses on extinguishment of debt | (0.01 | ) | (0.10 | ) | ||||
| Net increase in net assets resulting from operations | 0.29 | 0.46 | ||||||
| Distributions declared from net investment income | (2.10 | ) | (1.60 | ) | ||||
| Total distributions to stockholders | (2.10 | ) | (1.60 | ) | ||||
| Issuance of common stock(2) | (0.30 | ) | - | |||||
| Capital contribution from manager for the issuance of common stock(14) | 0.36 | - | ||||||
| Repurchases of common stock(3) | 0.03 | 0.15 | ||||||
| Dilution(4) | (0.04 | ) | (0.09 | ) | ||||
| Net asset value at end of period | $ | 27.42 | $ | 28.25 | ||||
| Net assets at end of period | $ | 359,558,749 | $ | 335,763,600 | ||||
| Shares outstanding at end of period | 13,114,977 | 11,885,479 | ||||||
| Per share market value at end of period | $ | 26.21 | $ | 26.37 | ||||
| Total return based on market value(5)(6) | 3.62 | % | 2.74 | % | ||||
| Total return based on net asset value(5)(7) | 2.35 | % | 2.98 | % | ||||
| Ratio/Supplemental data: | ||||||||
| Ratio of net investment income to average net assets(8) | 17.15 | % | 9.90 | % | ||||
| Expenses: | ||||||||
| Ratios of operating expenses and income taxes to average net assets*(9) | 8.09 | % | 7.02 | % | ||||
| Ratio of incentive management fees to average net assets(5) | 1.37 | % | 0.06 | % | ||||
| Ratio of interest and debt financing expenses to average net assets(9) | 13.87 | % | 8.97 | % | ||||
| Ratio of total expenses and income taxes to average net assets*(8) | 23.33 | % | 16.05 | % | ||||
| Portfolio turnover rate(5)(10) | 1.80 | % | 17.77 | % | ||||
| Asset coverage ratio per unit(11) | 1,593 | 1,732 | ||||||
| Average market value per unit | ||||||||
| Revolving Credit Facility(12) | N/A | N/A | ||||||
| SBA Debentures Payable(12) | N/A | N/A | ||||||
| 8.75% Notes Payable 2024(12) | N/A | N/A | ||||||
| 7.00% Notes Payable 2025(12) | N/A | N/A | ||||||
| 7.25% Notes Payable 2025(13) | N/A | N/A | ||||||
| 7.75% Notes Payable 2025(12) | N/A | N/A | ||||||
| 4.375% Notes Payable 2026(12) | N/A | N/A | ||||||
| 4.35% Notes Payable 2027(12) | N/A | N/A | ||||||
| 6.00% Notes Payable 2027 | $ | 23.34 | $ | 24.20 | ||||
| 6.25% Notes Payable 2027(12) | N/A | N/A | ||||||
| 8.00% Notes Payable 2027 | $ | 24.93 | 24.94 | |||||
| 8.125% Notes Payable 2027 | $ | 24.97 | N/A | |||||
| 8.50% Notes Payable 2028 | $ | 25.07 | N/A | |||||
| November 30, 2017 | November 30, 2016 | |||||||
Per share data: | ||||||||
Net asset value at beginning of period | $ | 21.97 | $ | 22.06 | ||||
Net investment income(1) | 1.58 | 1.49 | ||||||
Net realized and unrealized gains and losses on investments | 0.46 | 0.28 | ||||||
|
|
|
| |||||
Net increase in net assets from operations | 2.04 | 1.77 | ||||||
Distributions declared from net investment income | (1.41 | ) | (1.48 | ) | ||||
|
|
|
| |||||
Total distributions to stockholders | (1.41 | ) | (1.48 | ) | ||||
Dilution(4) | (0.02 | ) | (0.14 | ) | ||||
Net asset value at end of period | $ | 22.58 | $ | 22.21 | ||||
Net assets at end of period | $ | 138,846,223 | $ | 127,679,730 | ||||
Shares outstanding at end of period | 6,149,582 | 5,748,247 | ||||||
Per share market value at end of period | $ | 22.30 | $ | 20.18 | ||||
Total return based on market value(2) | 4.96 | % | 56.98 | % | ||||
Total return based on net asset value(3) | 10.00 | % | 11.37 | % | ||||
Ratio/Supplemental data: | ||||||||
Ratio of net investment income to average net assets(8) | 10.21 | % | 9.54 | % | ||||
Ratio of operating expenses to average net assets(7) | 7.95 | % | 7.10 | % | ||||
Ratio of incentive management fees to average net assets(6) | 2.23 | % | 1.83 | % | ||||
Ratio of interest and debt financing expenses to average net assets(7) | 8.30 | % | 7.42 | % | ||||
Ratio of total expenses to average net assets(8) | 18.48 | % | 16.35 | % | ||||
Portfolio turnover rate(5) | 14.08 | % | 31.25 | % | ||||
Asset coverage ratio per unit(6) | 2,840 | 3,066 | ||||||
Average market value per unit: | ||||||||
Credit Facility(9) | N/A | N/A | ||||||
SBA Debentures(9) | N/A | N/A | ||||||
2020 Notes | N/A | 25.35 | ||||||
2023 Notes | 26.10 | N/A | ||||||
| * | Certain prior period amounts have been reclassified to conform to current period presentation. |
| (1) |
| (2) | The continuous issuance of common stock may cause an incremental decrease in NAV per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company less than NAV per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date multiplied by (B) the differences between the net proceeds per share and the NAV per share on each share transaction date, divided by (ii) the total shares outstanding during the period. |
| (3) | Represents the anti-dilutive impact on the NAV of the Company due to the repurchase of common shares. See Note 11. Stockholders’ Equity. |
| (4) | Represents the dilutive effect of issuing common stock below NAV per share during the period in connection with the satisfaction of the Company’s annual RIC distribution requirement and may include the impact of the different share amounts used for different items (weighted average basic common shares outstanding for the corresponding year and actual common shares outstanding at the end of the year) in the per common share data calculation and rounding impacts. See Note 13. Dividend. |
| (5) | Ratios are not annualized. |
| (6) | Total investment return is calculated assuming a purchase of common shares at the current market value on the first day and a sale at the current market value on the last day of the periods reported. Dividends and distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the |
| Total investment return is calculated assuming a purchase of common shares at the current |
| Ratios are annualized. |
| (10) | Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value. |
| The Revolving Credit Facility, |
| (13) | On July 14, 2022, the Company redeemed $43.1 million in aggregate principal amount of the $43.1 million in aggregate principal amount of issued and outstanding 7.25% 2025 Notes and are no longer listed on the NYSE. |
| (14) | The Manager agreed to reimburse the Company to the extent the per share price of the shares to the public, less underwriting fees, was less than net asset value per share. |
Note 14.15. Subsequent Events
The Company has evaluated subsequent events through the filing of this Form 10-Q and determined that there have been no events that have occurred that would require adjustments to the Company’s consolidated financial statements and disclosures in the consolidated financial statements exceptas of and for the following:
Onquarter ended November 29, 2017, the Company declared a dividend of $0.49 per share payable on December 27, 2017, to common stockholders of record on December 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant the Company’s DRIP. Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 25,435 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.14 per share, which equaled the volume weighted average trading price per share of the common stock on December 13, 14, 15, 18, 19, 20, 21, 22, 26 and 27, 2017.30, 2023.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, the following discussion and other parts of this Quarterly Report contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Note about Forward-Looking Statements” and Part I.I, Item 1A1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 28, 2017.2023.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.
The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:
| ● | our future operating results; |
| ● | the introduction, withdrawal, success and timing of business initiatives and strategies; |
| ● | changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the value of our assets; |
| ● | the relative and absolute investment performance and operations of our Manager; |
| ● | the impact of increased competition; |
| ● | our ability to turn potential investment opportunities into transactions and thereafter into completed and successful investments; |
| ● | the unfavorable resolution of any future legal proceedings; |
| ● | our business prospects and the operational and financial performance of our portfolio companies, including their ability to achieve our respective objectives as a result of the current economic conditions caused by, among other things, elevated levels of inflation, and a rising interest rate environment, and the effects of the disruptions caused thereby on our ability to continue to effectively manage our business; |
● | interest rate volatility, including the replacement of LIBOR with alternate reference rates and the rising interest rate environment, could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy; |
| ● | the impact of investments that we expect to make and future acquisitions and divestitures; |
You should not place undue reliance on these forward-looking statements. The
| ● | our contractual arrangements and relationships with third parties; |
| ● | the dependence of our future success on the general economy and its impact on the industries in which we invest; |
| ● | the ability of our portfolio companies to achieve their objectives; |
| ● | our expected financings and investments; |
| ● | our regulatory structure and tax treatment, including our ability to operate as a business development company (“BDC”), or to operate our small business investment company (“SBIC”) subsidiaries, and to continue to qualify to be taxed as a regulated investment company (“RIC”); |
| ● | the adequacy of our cash resources and working capital; |
| ● | the timing of cash flows, if any, from the operations of our portfolio companies; |
| ● | the impact of supply chain constraints and labor difficulties on our portfolio companies and the global economy; |
| ● | the elevated level of inflation, and its impact on our portfolio companies and on the industries in which we invest; |
| ● | the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Manager; |
| ● | the impact of changes to tax legislation and, generally, our tax position; |
| ● | our ability to access capital and any future financings by us; |
| ● | the ability of our Manager to attract and retain highly talented professionals; and | |
| ● | the ability of our Manager to locate suitable investments for us and to monitor and effectively administer our investments. |
Such forward-looking statements mademay include statements preceded by, followed by or that otherwise include terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology.
We have based the forward-looking statements included in this Quarterly Report on Form 10-Q relate onlyon information available to events as of the dateus on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. We undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law or SEC rule or regulation. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
OVERVIEW
We are a Maryland corporation that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to generatecreate attractive risk-adjusted returns by generating current income and to a lesser extent,long-term capital appreciation from our investments. We invest primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S. middle marketmiddle-market companies, which we define as companies having EBITDAearnings before interest, tax, depreciation and amortization (“EBITDA”) of between $2 million and $50 million, both through direct lending and through participation in loan syndicates. We may also invest up to 30.0% of the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments in distressed debt, which may include securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not thinly traded and structured finance vehicles such as collateralized loan obligation funds. Although we have no current intention to do so, to the extent we invest in private equity funds, we will limit our investments in entities that are excluded from the definition of “investment company” under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, which includes private equity funds, to no more than 15.0% of its net assets. We have elected and qualified to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
Corporate History and Recent Developments
We commenced operations, at the time known as GSC Investment Corp., on March 23, 2007 and completed an initial public offering of shares of common stock on March 28, 2007. Prior to July 30, 2010, we were externally managed and advised by GSCP (NJ), L.P., an entity affiliated with GSC Group, Inc. In connection with the consummation of a recapitalization transaction on July 30, 2010, as described below we engaged Saratoga Investment Advisors (“SIA”) to replace GSCP (NJ), L.P. as our investment adviser and changed our name to Saratoga Investment Corp.
As a result of the event of default under a revolving securitized credit facility with Deutsche Bank, we previously had in place, in December 2008 we engaged the investment banking firm of Stifel, Nicolaus & Company to evaluate strategic transaction opportunities and consider alternatives for us.opportunities. On April 14, 2010, GSC Investment Corp. entered into a stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates, and an assignment, assumption and novation agreement with Saratoga Investment Advisors, pursuant to which GSC Investment Corp. assumed certain rights and obligations of Saratoga Investment Advisors under a debt commitment letter Saratoga Investment Advisors received from Madison Capital Funding LLC, whichLLC. The debt commitment letter indicated Madison Capital Funding’s willingness to provide GSC Investment Corp. with a $40.0 million senior secured revolving credit facility, subject to the satisfaction of certain terms and conditions. In addition, GSC Investment Corp. and GSCP (NJ), L.P. entered into a termination and release agreement, to be effective as of the closing of the transaction contemplated by the stock purchase agreement, pursuant to which GSCP (NJ), L.P., among other things, agreed to waive any and all accrued and unpaid deferred incentive management fees up to and as of the closing of the transaction contemplated by the stock purchase agreement but continued to be entitled to receive the base management fees earned through the date of the closing of the transaction contemplated by the stock purchase agreement.
On July 30, 2010, the transactions contemplated by the stock purchase agreement with Saratoga Investment Advisors and certain of its affiliates were completed, the private sale of 986,842 shares of our common stock for $15.0 million in aggregate purchase price to Saratoga Investment Advisors and certain of its affiliates closed, the Companywe entered into the Madison Credit Facility (as defined below), and the Companywe began doing business as Saratoga Investment Corp.
We used the net proceeds from the private sale transaction and a portion of the funds available to us under the Madison Credit Facility to pay the full amount of principal and accrued interest, including default interest, outstanding under our revolving securitized credit facility with Deutsche Bank. The revolving securitized credit facility with Deutsche Bank was terminated in connection with our payment of all amounts outstanding thereunder on July 30, 2010.
On August 12, 2010, we effected a one-for-ten reverse stock split of our outstanding common stock. As a result of the reverse stock split, every ten shares of our common stock were converted into one share of our common stock. Any fractional shares received as a result of the reverse stock split were redeemed for cash. The total cash payment in lieu of shares was $230. Immediately after the reverse stock split, we had 2,680,842 shares of our common stock outstanding.
In January 2011, we registered for public resale of the 986,842 shares of our common stock issued to Saratoga Investment Advisors and certain of its affiliates.
On March 28, 2012, our wholly-owned subsidiary,
Our wholly owned subsidiaries, Saratoga Investment Corp. SBIC LP (“SBIC LP”), Saratoga Investment Corp. SBIC II LP (“SBIC II LP”), and Saratoga Investment Corp. SBIC III LP (“SBIC III LP”, and together with SBIC LP and SBIC II LP, the “SBIC Subsidiaries”), received an SBIC licenselicenses from the Small Business Administration (“SBA”).
In May 2013, we issued $48.3SBA on March 28, 2012, August 14, 2019, and September 29, 2022, respectively. SBIC LP’s license provided up to $150.0 million in aggregate principaladditional long-term capital in the form of SBA debentures, while SBIC II LP’s and SBIC III LP’s SBIC licenses provide up to $175.0 million each. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of our 7.50% unsecured notes due 2020 (the “2020 Notes”) for net proceeds of $46.1outstanding SBA debentures cannot exceed $350.0 million after deducting underwriting commissions of $1.9with at least $175.0 million and offering costs of $0.3 million. The proceeds includedin combined regulatory capital. With all debentures repaid to the underwriters’ full exercise of their overallotment option. Interest on these 2020 Notes is paid quarterly in arrears on February 15, May 15, August 15 and November 15, at a rate of 7.50% per year, beginning August 15, 2013. The 2020 Notes mature on May 31, 2020 and since May 31, 2016, may be redeemed in whole or in part at any time or from time to time at our option. The 2020 Notes were listed on the NYSE under the trading symbol “SAQ” with a par value of $25.00 per share. The 2020 Notes were redeemed in fullSBA, SBIC LP’s license was surrendered on January 13, 2017.3, 2024, providing the Company access to all undistributed capital of SBIC LP.
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On May 29, 2015,February 26, 2021, we entered intocompleted the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, and extended its legal maturity to April 2033, and added a Debt Distribution Agreement with Ladenburg Thalmann & Co. through whichnon-call period ending February 2022. A non-call period ending February 2022 was also added. In addition, and as part of the refinancing, the Saratoga CLO was upsized from $500 million in assets to approximately $650 million. As part of this refinancing and upsizing, we may offer for sale, from time to time, up to $20.0invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the 2020Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million CLO 2013-1 Warehouse 2 Loan were repaid. We also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was repaid.
We have formed a wholly owned special purpose entity, Saratoga Investment Funding II LLC, a Delaware limited liability company (“SIF II”), for the purpose of entering into a $50.0 million senior secured revolving credit facility with Encina Lender Finance, LLC (the “Lender”), supported by loans held by SIF II and pledged to the Lender under the credit facility (the “Encina Credit Facility”). The Encina Credit Facility closed on October 4, 2021. During the first two years following the closing date, SIF II may request an increase in the commitment amount under the Encina Credit Facility to up to $75.0 million. The terms of the Encina Credit Facility required a minimum drawn amount of $12.5 million at all times during the first six months following the closing date, which increased to the greater of $25.0 million or 50% of the commitment amount in effect at any time thereafter. The term of the Encina Credit Facility is three years. Advances under the Encina Credit Facility bear interest at a floating rate per annum equal to LIBOR plus 4.0%, with LIBOR having a floor of 0.75%, with customary provisions related to our and the Lender’s selection of a replacement benchmark rate. Concurrently with the closing of the Encina Credit Facility, all remaining amounts outstanding on our existing revolving credit facility with Madison Capital Funding, LLC were repaid and the facility was terminated. On January 27, 2023, among other things, the borrowings available under the Encina Credit Facility was increased from up to $50.0 million to up to $65.0 million, the underlying benchmark rate used to compute interest changed from LIBOR to Term SOFR for one-month tenor plus a 0.10% credit spread adjustment, the applicable effective margin rate on borrowings increased from 4.00% to 4.25% and the maturity date was extended from October 4, 2024 to January 27, 2026.
On October 26, 2021, we entered into a limited liability company agreement with TJHA JV I LLC (“TJHA”) to co-manage Saratoga Senior Loan Fund I JV LLC (“SLF JV”). SLF JV is invested in Saratoga Investment Corp Senior Loan Fund 2021-1 Ltd (“SLF 2021”), which is a wholly owned subsidiary of SLF JV. SLF 2021 was formed for the purpose of making investments in a diversified portfolio of broadly syndicated first lien and second lien term loans or bonds in the primary and secondary markets.
On September 30, 2022, SLF 2021 was renamed to Saratoga Investment Corp Senior Loan Fund 2022-1, Ltd. (“SLF 2022”).
We and TJHA have equal voting interest on all material decisions with respect to SLF JV, including those involving its investment portfolio, and equal control of corporate governance. No management fee is charged to SLF JV as control and management of SLF JV is shared equally.
We and TJHA have committed to provide up to a combined $50.0 million of financing to SLF JV through cash contributions, where we provide $43.75 million and TJHA proves $6.25 million, resulting in an At-the-Market (“ATM”) offering.87.5% and 12.5% ownership between the two parties. The financing is issued in the form of an unsecured note and equity. The unsecured note will pay a fixed rate of 10.0% per annum and is due and payable in full on June 15, 2023. As of November 30, 2017, the Company sold 539,725 bonds with a principal2023 our and TJHA’s investment in SLF JV consisted of $13,493,125 at an average priceunsecured note of $25.31 for aggregate net proceeds of $13,385,766 (net of transaction costs).
On December 21, 2016, we issued $74.5 million in aggregate principal amount of our 6.75% fixed-rate notes due 2023 (the “2023 Notes”) for net proceeds of $72.1 million after deducting underwriting commissions of approximately $2.0$17.6 million and offering costs$2.5 million, respectively; and membership interest of approximately $0.5 million.$17.6 million and $2.5 million, respectively.
SLF JV’s initial investment in SLF 2022 was in the form of an unsecured loan. The issuance included the exerciseunsecured note paid a fixed rate of substantially all10.00% per annum and is due and payable in full on October 20, 2033. The unsecured loan was repaid in full on October 28, 2022, as part of the underwriters’ optionCLO closing.
We have determined that SLF JV is an investment company under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies; however, in accordance with such guidance we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary. SLF JV is not a wholly owned investment company subsidiary as we and TJHA each have an equal 50% voting interest in SLF JV and thus neither party has a controlling financial interest. Furthermore, FASB ASC Topic 810, Consolidation, concludes that in a joint venture where both members have equal decision making authority, it is not appropriate for one member to purchase an additional $9.8consolidate the joint venture since neither has control. Accordingly, we do not consolidate SLF JV.
On October 28, 2022, SLF 2022 issued $402.1 million aggregate principal amount of 2023debt through the JV CLO trust. The 2022 JV CLO Notes within 30 days. Interest onwere issued pursuant to the 2023JV Indenture, with the Trustee. As part of the transaction, we purchased 87.50% of the Class E Notes is paid quarterly in arrears on March 15, June 15, September 15 and December 15, at a rate of 6.75% per year, beginning March 30, 2017. The 2023 Notes mature on December 20, 2023, and commencing December 21, 2019, may be redeemed in whole or in part at any time or from time to time at our option. The 2023 Notes are listed on the NYSE under the trading symbol “SAB”SLF 2022 with a par value of $25.00 per share.
On March 16, 2017, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to $30.0 million of our common stock through an ATM offering.$12.25 million. As of November 30, 2017,2023 and February 28, 2023, the Company sold 266,113 shares for gross proceedsfair value of $6.0these Class E Notes were $11.5 million at an average price of $22.49 for aggregate net proceeds of $5.9and $11.4 million, (net of transaction costs).respectively.
Critical Accounting Policies and Use of Estimates
Basis of Presentation
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make certain estimates and assumptions affecting amounts reported in the Company’sour consolidated financial statements. We have identified investment valuation, revenue recognition and the recognition of capital gains incentive fee expense as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies and estimates follows.
Investment Valuation
The Company accounts
We account for its investments at fair value in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)FASB ASC Topic 820,Fair Value Measurements and DisclosuresMeasurement(“ (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. Under ASC 820 requires the Companywe are required to assume that its investments are to be sold or its liabilities are to be transferred at the balance sheetmeasurement date in the principal market to independent market participants, or in the absence of a principal market, in the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.
Investments for which market quotations are readily available are fair valued at such market quotations obtained from independent third partythird-party pricing services and market makers subject to any decision by our board of directors to approve a fair value determination to reflect significant events affecting the value of these investments. We value investments for which market quotations are not readily available at fair value as approved, in good faith, by our board of directors based on input from Saratoga Investment Advisers,Advisors, the audit committee of our board of directors and a third party independent valuation firm. Determinations ofWe use multiple techniques for determining fair value may involvebased on the nature of the investment and experience with those types of investments and specific portfolio companies. The selections of the valuation techniques and the inputs and assumptions used within those techniques often require subjective judgmentsjudgements and estimates. These techniques include market comparables, discounted cash flows and enterprise value waterfalls. Fair value is best expressed as a range of values from which we determine a single best estimate. The types of factorsinputs and assumptions that may be considered in determining the fair valuerange of values of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments, market yield trend analysis and volatility in future interest rates, call and put features, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flowflows and other relevant factors.
We undertake a multi-step valuation process each quarter when valuing investments for which market quotations are not readily available, as described below:
| ● | Each investment is initially valued by the responsible investment professionals of Saratoga Investment Advisors and preliminary valuation conclusions are documented and discussed with our senior management; and |
| ● | An independent valuation firm engaged by our board of directors independently reviews a selection of these preliminary valuations each quarter so that the valuation of each investment for which market quotes are not readily available is reviewed by the independent valuation firm at least once each fiscal year. We use a third-party independent valuation firm to value our investment in the subordinated notes of Saratoga CLO and the Class F-2-R-3 Notes tranche of the Saratoga CLO every quarter. |
In addition, all our investments are subject to the following valuation process:
| ● | The audit committee of our board of directors reviews and approves each preliminary valuation and Saratoga Investment Advisors and an independent valuation firm (if applicable) will supplement the preliminary valuation to reflect any comments provided by the audit committee; and |
| ● | Our board of directors discusses the valuations and approves the fair value of each investment, in good faith, based on the input of Saratoga Investment Advisors, independent valuation firm (to the extent applicable) and the audit committee of our board of directors. |
Our investment in Saratoga Investment Corp. CLO 2013-1, Ltd. (“Saratoga CLO”) is carried at fair value, which is based on a discounted cash flow modelflows that utilizes prepayment, re-investment and loss assumptions based on historical experience and projected performance, economic factors, the characteristics of the underlying cash flow, and comparable yieldsmarket comparables for equity interests in collateralized loan obligation funds similar to Saratoga CLO, when available, as determined by SIASaratoga Investment Advisors and recommended to our board of
directors. Specifically, we use Intex cash flow models,flows, or an appropriate substitute, to form the basis for the valuation of our investment in Saratoga CLO. The modelscash flows use a set of assumptionsinputs including projected default rates, recovery rates, reinvestment raterates and prepayment rates in order to arrive at estimated valuations. The assumptionsinputs are based on available market data and projections provided by third parties as well as management estimates. We use the output from the Intex models (i.e., the estimated cash flows) to perform a discounted cash flow analysis on expected future cash flows to determine a valuation for our investment in Saratoga CLO.
Rule 2a-5 under the 1940 Act (“Rule 2a-5”) established a regulatory framework for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 permits boards, subject to board oversight and certain other conditions, to designate the investment adviser to perform fair value determinations. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must determine the fair value of a security. Rule 31a-4 under the 1940 Act (“Rule 31a-4”) provides the recordkeeping requirements associated with fair value determinations. Finally, the SEC rescinded previously issued guidance on related issues, including the role of the board in determining fair value and the accounting and auditing of fund investments. While our board of directors has not elected to designate Saratoga Investment Advisors as the valuation designee, we have adopted certain revisions to its valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 and Rule 31a-4.
Revenue Recognition
Income Recognition
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stopsWe stop accruing interest on its investments when it is determined that interest is no longer collectible. Discounts and premiums on investments purchased are accreted/amortized over the life of the respective investment using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortization of premiums on investments.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reserved when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as a reduction in principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current, although we may make exceptions to this general rule if the loan has sufficient collateral value and is in the process of collection.
Interest income on our investment in Saratoga CLO is recorded using the effective interest method in accordance with the provisions of ASC Topic 325-40,Investments-Other, Beneficial Interests in Securitized Financial Assets, based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed.
Payment-in-Kind Interest
The Company holds
We hold debt and preferred equity investments in itsour portfolio that contain a payment-in-kind (“PIK”) interest provision. The PIK interest, which represents contractually deferred interest added to the investment balance that is generally due at maturity, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We stop accruing PIK interest if we do not expect the issuer to be able to pay all principal and interest when due.
Capital Gains Incentive Fee
The Company records an expense accrual relating to the capital gains incentive fee payable by the Company to its investment adviser when the unrealized gains on its investments exceed all realized capital losses on its investments given the fact that a capital gains incentive fee would be owed to the investment adviser if the Company were to liquidate its investment portfolio at such time. The actual incentive fee payable to the Company’s investment adviser related to capital gains will be determined and payable in arrears at the end of each fiscal year and will include only realized capital gains for the period.
Revenues
We generate revenue in the form of interest income and capital gains on the debt investments that we hold and capital gains, if any, on equity interests that we may acquire. We expect our debt investments, whether in the form of leveraged loans or mezzanine debt, to have terms of up to ten years, and to bear interest at either a fixed or floating rate. Interest on debt will be payable generally either quarterly or semi-annually. In some cases, our debt or preferred equity investments may provide for a portion or all of the interest to be PIK. To the extent interest is paid-in-kind,PIK, it will be payable through the increase of the principal amount of the obligation by the amount of interest due on the then-outstanding aggregate principal amount of such obligation. The principal amount of the debt and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring, amendment, redemption or diligence fees, fees for providing managerial assistance or investment management services and possibly consulting fees. Any such fees will be generated in connection with our investments and recognized as earned. We may also invest in preferred equity or common equity securities that pay dividends on a current basis.
On January 22, 2008, we entered into a collateral management agreement with Saratoga CLO, pursuant to which we act as its collateral manager. The Saratoga CLO was initially refinanced in October 2013 andwith its reinvestment period ended inextended to October 2016.
On November 15, 2016, we completed thea second refinancing of the Saratoga CLO with its reinvestment period extended to October 2018.
On December 14, 2018, we completed a third refinancing and upsize of the Saratoga CLO. The third Saratoga CLO refinancing, among other things, extended its reinvestment period to October 2018, andJanuary 2021, extended its legal maturity date to October 2025.January 2030, and added a non-call period of January 2020. Following thethis refinancing, the Saratoga CLO portfolio remained at the same size and with a similar capital structure ofincreased from approximately $300.0 million in aggregate principal amount to approximately $500.0 million of predominantly senior secured first lien term loans. In addition to refinancing its liabilities, we invested an additional $13.8 million in all of the newly issued subordinated notes of the Saratoga CLO and also purchased $4.5$2.5 million in aggregate principal amount of the Class F notes trancheF-R-2 and $7.5 million in aggregate principal amount of the Saratoga CLOClass G-R-2 notes tranches at par, with a coupon of 3M USD LIBOR plus 8.5%.8.75% and 3M USD LIBOR plus 10.00%, respectively. As part of this refinancing, we also redeemed our existing $4.5 million aggregate amount of the Class F notes tranche at par and the $20.0 million CLO 2013-1 Warehouse Loan was repaid.
On February 11, 2020, we entered into an unsecured loan agreement (“CLO 2013-1 Warehouse 2 Loan”) with Saratoga Investment Corp. CLO 2013-1 Warehouse 2, Ltd (“CLO 2013-1 Warehouse 2”), a wholly owned subsidiary of Saratoga CLO. During the fourth quarter ended February 28, 2021, the CLO 2013-1 Warehouse 2 Ltd. was repaid in full.
On February 26, 2021, we completed the fourth refinancing of the Saratoga CLO. This refinancing, among other things, extended the Saratoga CLO reinvestment period to April 2024, extended its legal maturity to April 2033, and added a non-call period of February 2022. In addition, and as part of the refinancing, the Saratoga CLO was upsized from $500 million in assets to approximately $650 million. As part of this refinancing and upsizing, we invested an additional $14.0 million in all of the newly issued subordinated notes of the Saratoga CLO, and purchased $17.9 million in aggregate principal amount of the Class F-R-3 Notes tranche at par. Concurrently, the existing $2.5 million of Class F-R-2 Notes, $7.5 million of Class G-R-2 Notes and $25.0 million of the CLO 2013-1 Warehouse 2 Loan were repaid. We also paid $2.6 million of transaction costs related to the refinancing and upsizing on behalf of the Saratoga CLO, to be reimbursed from future equity distributions. At August 31, 2021, the outstanding receivable of $2.6 million was repaid in full.
On August 9, 2021, we exchanged our existing $17.9 million Class F-R-3 Notes for $8.5 million Class F-1-R-3 Notes and $9.4 million Class F-2-R-3 Notes at par. On August 11, 2021, we sold our Class F-1-R-3 Notes to third parties, resulting in a realized loss of $0.1 million.
The Saratoga CLO remains effectively 100% owned and managed by Saratoga Investment Corp. Following the refinancing, weWe receive a base management fee of 0.10% per annum and a subordinated management fee of 0.40% per annum of the fee basisoutstanding principal amount at the beginning of the collection period,Saratoga CLO’s assets, paid quarterly to the extent of available proceeds. WePrior to the second refinancing and the issuance of the 2013-1 Amended CLO Notes, we received a base management fee of 0.25% per annum and a subordinated management fee of 0.25% per annum of the outstanding principal amount of Saratoga CLO’s assets, paid quarterly to the extent of available proceeds.
Following the third refinancing and the issuance of the 2013-1 Reset CLO Notes on December 14, 2018, we are alsono longer entitled to an incentive management fee equal to 20.0% of excess cash flow to the extent the Saratoga CLO subordinated notes receive an internal rate of return paid in cash equal to or greater than 12.0%.
We recognize interest
Interest income on our investment in the subordinated notes of Saratoga CLO is recorded using the effective interest method in accordance with the provisions of FASB ASC Topic 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets, based on the anticipated yield and the estimated cash flows over the projected life of the investment. Yields are revised when there are changes in actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the investment from the date the estimated yield was changed.
Expenses
Our primary operating expenses include the payment of investment advisory and management fees, professional fees, directors and officers insurance, fees paid to directors who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company (“independent directorsdirectors”) and administrator expenses, including our allocable portion of our administrator’s overhead. Our investment advisory and management fees compensate our investment adviserManager for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions, including those relating to:
| ● | organization; |
| ● | calculating our net asset value (“NAV”) (including the cost and expenses of any independent valuation firm); |
| ● | expenses incurred by our Manager payable to third parties, including agents, consultants or other advisers, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies; |
| ● | expenses incurred by our Manager payable for travel and due diligence on our prospective portfolio companies; |
| ● | interest payable on debt, if any, incurred to finance our investments; |
| ● | offerings of our common stock and other securities; |
| ● | investment advisory and management fees; |
| ● | fees payable to third parties, including agents, consultants or other advisers, relating to, or associated with, evaluating and making investments; |
| ● | transfer agent and custodial fees; |
| ● | federal and state registration fees; |
| ● | all costs of registration and listing our common stock on any securities exchange; |
| ● | U.S. federal, state and local taxes; |
| ● | independent directors’ fees and expenses; |
| ● | costs of preparing and filing reports or other documents required by governmental bodies (including the SEC and the SBA); |
| ● | costs of any reports, proxy statements or other notices to common stockholders including printing costs; |
| ● | our fidelity bond, directors and officers errors and omissions liability insurance, and any other insurance premiums; |
| ● | direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and |
| ● | administration fees and all other expenses incurred by us or, if applicable, the administrator in connection with administering our business (including payments under the Administration Agreement based upon our allocable portion of the administrator’s overhead in performing its obligations under an Administration Agreement, including rent and the allocable portion of the cost of our officers and their respective staffs (including travel expenses)). |
Pursuant to the investment advisory and management agreement that we had with GSCP (NJ), L.P., our former investment adviser and administrator, we had agreed to pay GSCP (NJ), L.P. as investment adviser a quarterly base management fee of 1.75% of the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed fiscal quarters and an incentive fee.
The incentive fee had two parts:
| ● | A fee, payable quarterly in arrears, equal to 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of the net assets at the end of the immediately preceding quarter, that exceeded a 1.875% quarterly hurdle rate measured as of the end of each fiscal quarter. Under this provision, in any fiscal quarter, our investment adviser received no incentive fee unless our pre-incentive fee net investment income exceeded the hurdle rate of 1.875%. Amounts received as a return of capital were not included in calculating this portion of the incentive fee. Since the hurdle rate was based on net assets, a return of less than the hurdle rate on total assets could still have resulted in an incentive fee. |
| ● | A fee, payable at the end of each fiscal year, equal to 20.0% of our net realized capital gains, if any, computed net of all realized capital losses and unrealized capital depreciation, in each case on a cumulative basis on each investment in our portfolio, less the aggregate amount of capital gains incentive fees paid to the investment adviser through such date. |
We deferred cash payment of any incentive fee otherwise earned by our former investment adviser if, during the then most recent four full fiscal quarters ending on or prior to the date such payment was to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in net assets (defined as total assets less liabilities) (before taking into account any incentive fees payable during that period) was less than 7.5% of our net assets at the beginning of such period. These calculations were appropriately pro-rated for the first three fiscal quarters of operation and adjusted for any share issuances or repurchases during the applicable period. Such incentive fee would become payable on the next date on which such test had been satisfied for the most recent four full fiscal quarters or upon certain terminations of the investment advisory and management agreement. We commenced deferring cash payment of incentive fees during the quarterly period ended August 31, 2007 and continued to defer such payments through the quarterly period ended May 31, 2010. As of July 30, 2010, the date on which GSCP (NJ), L.P. ceased to be our investment adviser and administrator, we owed GSCP (NJ), L.P. $2.9 million in fees for services previously provided to us; of which $0.3 million has been paid by us. GSCP (NJ), L.P. agreed to waive payment by us of the remaining $2.6 million in connection with the consummation of the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates described elsewhere in this Quarterly Report.
The terms of the investment advisory and management agreement with Saratoga Investment Advisors, our current investment adviser, are substantially similar to the terms of the investment advisory and management agreement we had entered into with GSCP (NJ), L.P., our former investment adviser, except for the following material distinctions in the fee terms:
| ● | The capital gains portion of the incentive fee was reset with respect to gains and losses from May 31, 2010, and therefore losses and gains incurred prior to such time will not be taken into account when calculating the capital gains fee payable to Saratoga Investment Advisors and, as a result, Saratoga Investment Advisors will be entitled to 20.0% of net gains that arise after May 31, 2010. In addition, the cost basis for computing realized gains and losses on investments held by us as of May 31, 2010 equal the fair value of such investment as of such date. Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P., the capital gains fee was calculated from March 21, 2007, and the gains were substantially outweighed by losses. |
| ● | Under the “catch up” provision, 100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income that exceeds 1.875% but is less than or equal to 2.344% in any fiscal quarter is payable to Saratoga Investment Advisors. This will enable Saratoga Investment Advisors to receive 20.0% of all net investment income as such amount approaches 2.344% in any quarter, and Saratoga Investment Advisors will receive 20.0% of any additional net investment income. Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P. only received 20.0% of the excess net investment income over 1.875%. |
| ● | We will no longer have deferral rights regarding incentive fees in the event that the distributions to stockholders and change in net assets is less than 7.5% for the preceding four fiscal quarters. |
Capital Gains Incentive Fee
We record an expense accrual relating to the capital gains incentive fee payable by us to the Manager when the unrealized gains on its investments exceed all realized capital losses on its investments given the fact that a capital gains incentive fee would be owed to the Manager if we were to liquidate our investment portfolio at such time. The actual incentive fee payable to Saratoga Investment Advisors and, as a result, Saratoga Investment Advisorsthe Manager related to capital gains will be entitled to 20.0%determined and payable in arrears at the end of net gains that arise after May 31, 2010. In addition, the cost basis for computingeach fiscal year and will include only realized gains and losses on investments held by us as of May 31, 2010 equal the fair value of such investment as of such date. Under the investment advisory and management agreement with our former investment adviser, GSCP (NJ), L.P., the capital gains fee was calculated from March 21, 2007, andfor the gains were substantially outweighed by losses.period.
Recent Accounting Pronouncements
To the extent that any of our leveraged loans are 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 interest rate caps, futures, options and forward contracts. Costs incurred in entering into or settling such contracts will be borne by us.
New Accounting Pronouncements
In March 2017,June 2022, the FASB issued Accounting Standards Update (“ASU”ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) (“ASU 2022-03”) 2017-08,Receivables— Nonrefundable Fees, which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities (“is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, ASU 2017-08”) which amends the amortization period for certain purchased callable debt securities held at2022-03 prohibits an entity from recognizing a premium, shortening such period to the earliest call date.contractual sale restriction as a separate unit of account. ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is2022-03’s amendments are effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.
In August 2016, the FASB issued ASU 2016-15,Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which is intended to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017, and interim periods therein. Early adoption is permitted. Management is currently evaluating the impact ASU 2016-15 will have on the Company’s consolidated financial statements and disclosures.
In February 2016, the FASB issued ASU 2016-02,Amendments to the Leases (“ASU Topic 842”), which will require for all operating leases the recognition of a right-of-use asset and a lease liability, in the statement of financial position. The lease cost will be allocated over the lease term on a straight-line basis. This guidance is effective for annual and interim periods beginning after December 15, 2018. Management is currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.
In January 2016, the FASB issued ASU 2016-01,Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities(“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated2023, with the fair value of financial instruments. This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted for public business entities. Management ispermitted. We are currently evaluating the impact the adoption of this standard has on our consolidated financial statements and disclosures.
In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In May 2016, ASU 2016-12 amended ASU 2014-09 and deferred the effective period for annual periods beginning after December 15, 2017. Management has concluded that the majority of its revenues associated with financial instruments are scoped out of ASC 606. Management is evaluating the impact of the standardadoption of ASU 2022-03 on certain other income earned byour consolidated financial statements.
In March 2020, the Company.FASB issued Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) to provide optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU 2020-04 established Topic 848 to provide relief during the temporary transition period and includes a sunset provision based on expectations of when the London Interbank Offered Rate (“LIBOR”) would cease being published. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. With the adoption of ASU 2022-06, there was no significant impact to our financial position.
Portfolio and investment activityInvestment Activity
Corporate DebtInvestment Portfolio Overview
| At November 30, 2017 | At February 28, 2017 | |||||||
| ($ in millions) | ($ in millions) | |||||||
Number of investments(1) | 57 | 52 | ||||||
Number of portfolio companies(3) | 32 | 28 | ||||||
Average investment size(1) | $ | 5.7 | $ | 5.4 | ||||
Weighted average maturity(1) | 3.7 yrs | 3.8 yrs | ||||||
Number of industries(3) | 9 | 9 | ||||||
Average investment per portfolio company(1) | $ | 9.9 | $ | 9.7 | ||||
Non-performing or delinquent investments | $ | 8.3 | $ | 8.4 | ||||
Fixed rate debt (% of interest bearing portfolio)(2) | $ | 48.2(16.0%) | $ | 44.2(16.9%) | ||||
Weighted average current coupon(2) | 11.4% | 11.4% | ||||||
Floating rate debt (% of interest bearing portfolio)(2) | $ | 252.7(84.0%) | $ | 217.6(83.1%) | ||||
Weighted average current spread over LIBOR(2)(4) | 9.4% | 9.3% | ||||||
| November 30, 2023 | February 28, 2023 | |||||||
| ($ in millions) | ||||||||
| Number of investments(1) | 137 | 115 | ||||||
| Number of portfolio companies(2) | 55 | 49 | ||||||
| Average investment per portfolio company(2) | $ | 19.7 | $ | 19.0 | ||||
| Average investment size(1) | $ | 8.1 | $ | 8.3 | ||||
| Weighted average maturity(3) | 2.6 yrs | 2.9 yrs | ||||||
| Number of industries (5) | 43 | 40 | ||||||
| Non-performing or delinquent investments (fair value) | $ | 29.2 | $ | 9.8 | ||||
| Fixed rate debt (% of interest earning portfolio)(3) | $ | 5.2(0.5 | )% | $ | 8.2(1.0 | )% | ||
| Fixed rate debt (weighted average current coupon)(3) | 15.0 | % | 12.2 | % | ||||
| Floating rate debt (% of interest earning portfolio)(3) | $ | 978.5(99.5 | )% | $ | 817.1(99.0 | )% | ||
| Floating rate debt (weighted average current spread over LIBOR)(3)(4) | 7.5 | % | 7.0 | % | ||||
| (1) | Excludes our investment in the subordinated notes of Saratoga CLO. |
| (2) | Excludes our investment in the subordinated notes of Saratoga CLO and Class F-2-R-3 Notes tranche, as well as the unsecured notes and equity interests in the SLF JV and the Class E Note tranche of the SLF 2022. |
| (3) | Excludes our investment in the subordinated notes of Saratoga CLO and equity |
| (4) | Calculation uses either 1-month or 3-month LIBOR, depending on the contractual terms, and after factoring in any existing LIBOR floors. |
| (5) | Our investment in the subordinated notes of Saratoga CLO and Class F-R-3 Note tranche, as well as the unsecured notes and equity interests in the SLF JV and the Class E Note tranche of the SLF 2022 are included in Structured Finance Securities industry. |
During the three months ended November 30, 2017,2023, we invested $5.2$35.6 million in new orand existing portfolio companies and had $1.8$2.1 million in aggregate amount of exits and repayments resulting in net investments of $3.4$33.5 million for the period. During the three months ended November 30, 2016,2022, we invested $30.1$87.5 million in new orand existing portfolio companies and had $23.8$56.9 million in aggregate amount of exits and repayments resulting in net repayments of $30.6 million for the period.
During the nine months ended November 30, 2023, we invested $202.9 million in new and existing portfolio companies and had $19.2 million in aggregate amount of exits and repayments resulting in net investments of $6.3 million for the period.
During the nine months ended November 30, 2017, we invested $86.9 million in new or existing portfolio companies and had $45.6 million in aggregate amount of exits and repayments resulting in net investments of $41.3$183.7 million for the period. During the nine months ended November 30, 2016,2022, we invested $85.9$345.0 million in new orand existing portfolio companies and had $94.7$162.1 million in aggregate amount of exits and repayments resulting in net repayments of $8.8$183.0 million for the period.
Portfolio Composition
Our portfolio composition at November 30, 20172023: and February 28, 20172023: at fair value was as follows:
Portfolio composition
| At November 30, 2017 | At February 28, 2017 | |||||||||||||||
| Percentage of Total Portfolio | Weighted Average Current Yield | Percentage of Total Portfolio | Weighted Average Current Yield | |||||||||||||
Syndicated loans | 2.7 | % | 5.6 | % | 3.4 | % | 5.3 | % | ||||||||
First lien term loans | 54.8 | 10.8 | 54.3 | 10.5 | ||||||||||||
Second lien term loans | 29.3 | 11.9 | 30.0 | 11.7 | ||||||||||||
Structured finance securities | 4.8 | 19.4 | 5.3 | 12.7 | ||||||||||||
Equity interests | 8.4 | 3.6 | 7.0 | 0.4 | ||||||||||||
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Total | 100.0 | % | 11.3 | % | 100.0 | % | 10.9 | % | ||||||||
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| November 30, 2023 | February 28, 2023 | |||||||||||||||
| Percentage of Total Portfolio | Weighted Average Current Yield | Percentage of Total Portfolio | Weighted Average Current Yield | |||||||||||||
| First lien term loans | 86.2 | % | 12.5 | % | 82.1 | % | 12.3 | % | ||||||||
| Second lien term loans | 1.3 | 6.0 | 1.5 | 5.3 | ||||||||||||
| Unsecured term loans | 1.6 | 10.0 | 2.1 | 9.8 | ||||||||||||
| Structured finance securities | 2.6 | 10.7 | 4.3 | 7.4 | ||||||||||||
| Equity interests | 8.3 | - | 10.0 | - | ||||||||||||
| Total | 100.0 | % | 11.4 | % | 100.0 | % | 10.7 | % | ||||||||
Our
At November 30, 2023, our investment in the subordinated notes of Saratoga CLO, representsa collateralized loan obligation fund, had a fair value of $8.9 million and constituted 0.8% of our portfolio. This investment constitutes a first loss position in a portfolio that, atas of November 30, 20172023 and February 28, 20172023, was composed of $308.6$643.5 million and $297.1$658.0 million, respectively, in aggregate principal amount of predominantlyprimarily senior secured first lien term loans. In addition, as of November 30, 2023, we also own $9.0 million in aggregate principal of the F-2-R-3 Notes in the Saratoga CLO, which only rank senior to the subordinated notes.
This investment is subject to unique risks. (See “RiskPart 1. Item 1A. Risk Factors—“Our investment in Saratoga CLO constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term loans and is subject to additional risks and volatility” in our Annual Report on Form 10-K for the fiscal year ended February 28, 2017)2023).
We do not consolidate the Saratoga CLO portfolio in our consolidated financial statements. Accordingly, the metrics below do not include the underlying Saratoga CLO portfolio investments. However, at November 30, 2017, $296.72023, $584.9 million or 98.0%98.2% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow and onefour Saratoga CLO portfolio investment wasinvestments were in default with a fair value of $1.6$9.8 million. At February 28, 2017, $288.52023, $544.4 million or 98.7%89.8% of the Saratoga CLO portfolio investments in terms of market value had a CMR (as defined below) color rating of green or yellow and onetwo Saratoga CLO portfolio investment wasinvestments were in default with a fair value of $1.4$2.8 million. For more information relating to the Saratoga CLO, see the audited financial statements for Saratoga in our Annual Report on Form 10-K for the fiscal year ended February 28, 2023.
Saratoga Investment Advisors normally grades all of our investments using a credit and monitoring rating system (“CMR”). The CMR consists of a single component: a color rating. The color rating is based on several criteria, including financial and operating strength, probability of default, and restructuring risk. The color ratings are characterized as follows: (Green)—performing credit; (Yellow)—underperforming credit; (Red)—in principal payment default and/or expected loss of principal.
Portfolio CMR distribution
The CMR distribution offor our investments at November 30, 20172023 and February 28, 20172023 was as follows:
Portfolio CMR distributionSaratoga Investment Corp.
| At November 30, 2017 | At February 28, 2017 | |||||||||||||||
Color Score | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | ||||||||||||
| ($ in thousands) | ||||||||||||||||
Green | $ | 290,304 | 85.7 | % | $ | 245,678 | 83.9 | % | ||||||||
Yellow | 8,276 | 2.4 | 8,423 | 2.9 | ||||||||||||
Red | 8 | 0.0 | 7,069 | 2.4 | ||||||||||||
N/A(1) | 40,250 | 11.9 | 31,491 | 10.8 | ||||||||||||
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Total | $ | 338,838 | 100.0 | % | $ | 292,661 | 100.0 | % | ||||||||
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| November 30, 2023 | February 28, 2023 | |||||||||||||||
| Color Score | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | ||||||||||||
| ($ in thousands) | ||||||||||||||||
| Green | $ | 972,181 | 87.3 | % | $ | 808,791 | 83.2 | % | ||||||||
| Yellow | 24,203 | 2.2 | 34,172 | 3.5 | ||||||||||||
| Red | 4,981 | 0.4 | - | 0.0 | ||||||||||||
| N/A(1) | 112,674 | 10.1 | 129,627 | 13.3 | ||||||||||||
| Total | $ | 1,114,039 | 100.0 | % | $ | 972,590 | 100.0 | % | ||||||||
| (1) | Comprised of our investment in the subordinated notes of Saratoga CLO and equity interests. |
The change in reserve from $0.2 million as of February 28, 2017 to $1.4 million as of November 30, 2017 primarily related to the increase in reserve for the nine months on the non-performing and delinquent investment, TM Restaurant Group L.L.C.
The CMR distribution of Saratoga CLO investments at November 30, 20172023 and February 28, 20172023 was as follows:
Portfolio CMR distribution
| At November 30, 2017 | At February 28, 2017 | |||||||||||||||
Color Score | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | ||||||||||||
| ($ in thousands) | ||||||||||||||||
Green | $ | 268,903 | 88.8 | % | $ | 266,449 | 91.1 | % | ||||||||
Yellow | 27,819 | 9.2 | 22,064 | 7.6 | ||||||||||||
Red | 5,968 | 2.0 | 3,925 | 1.3 | ||||||||||||
N/A(1) | 4 | 0.0 | 23 | 0.0 | ||||||||||||
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Total | $ | 302,694 | 100.0 | % | $ | 292,461 | 100.0 | % | ||||||||
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Saratoga CLO
| November 30, 2023 | February 28, 2023 | |||||||||||||||
| Color Score | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | ||||||||||||
| ($ in thousands) | ||||||||||||||||
| Green | $ | 543,304 | 91.3 | % | $ | 544,424 | 89.9 | % | ||||||||
| Yellow | 41,612 | 7.0 | 40,812 | 6.7 | ||||||||||||
| Red | 9,788 | 1.6 | 20,718 | 3.4 | ||||||||||||
| N/A(1) | 743 | 0.1 | - | 0.0 | ||||||||||||
| Total | $ | 595,447 | 100.0 | % | $ | 605,954 | 100.0 | % | ||||||||
| (1) | Comprised of Saratoga CLO’s equity interests. |
Portfolio composition by industry grouping at fair value
The following table shows our portfolio composition by industry grouping at fair value at November 30, 20172023 and February 28, 2017:2023:
| At November 30, 2017 | At February 28, 2017 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
Business Services | $ | 192,925 | 56.9 | % | $ | 161,212 | 55.1 | % | ||||||||
Healthcare Services | 39,954 | 11.8 | 38,544 | 13.2 | ||||||||||||
Education | 26,783 | 7.9 | 10,928 | 3.7 | ||||||||||||
Media | 17,876 | 5.3 | 18,698 | 6.4 | ||||||||||||
Consumer Services | 17,226 | 5.1 | 20,748 | 7.1 | ||||||||||||
Structured Finance Securities(1) | 16,313 | 4.8 | 15,450 | 5.3 | ||||||||||||
Building Products | 14,850 | 4.4 | — | — | ||||||||||||
Food and Beverage | 8,275 | 2.4 | 8,423 | 2.9 | ||||||||||||
Metals | 4,342 | 1.3 | 851 | 0.3 | ||||||||||||
Consumer Products | 294 | 0.1 | 968 | 0.3 | ||||||||||||
Real Estate | — | — | 16,839 | 5.7 | ||||||||||||
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Total | $ | 338,838 | 100.0 | % | $ | 292,661 | 100.0 | % | ||||||||
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Saratoga Investment Corp.
| November 30, 2023 | February 28, 2023 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Healthcare Software | $ | 120,489 | 11.0 | % | $ | 119,124 | 12.2 | % | ||||||||
| IT Services | 78,672 | 7.1 | 87,167 | 9.0 | ||||||||||||
| HVAC Services and Sales | 69,278 | 6.2 | 54,450 | 5.6 | ||||||||||||
| Consumer Services | 63,972 | 5.7 | 63,642 | 6.6 | ||||||||||||
| Real Estate Services | 53,128 | 4.8 | 53,406 | 5.5 | ||||||||||||
| Healthcare Services | 46,423 | 4.2 | 26,286 | 2.7 | ||||||||||||
| Education Software | 44,945 | 4.0 | 44,955 | 4.6 | ||||||||||||
| Hospitality/Hotel | 38,178 | 3.4 | 37,972 | 3.9 | ||||||||||||
| Mental Healthcare Services | 38,080 | 3.4 | 16,922 | 1.7 | ||||||||||||
| Education Services | 36,679 | 3.3 | 34,489 | 3.5 | ||||||||||||
| Health/Fitness Franchisor | 32,002 | 2.9 | - | - | ||||||||||||
| Dental Practice Management | 31,657 | 2.8 | 12,151 | 1.2 | ||||||||||||
| Structured Finance Securities(1) | 29,387 | 2.6 | 41,363 | 4.4 | ||||||||||||
| Talent Acquisition Software | 27,100 | 2.4 | 25,999 | 2.7 | ||||||||||||
| Sports Management | 26,995 | 2.4 | 26,711 | 2.7 | ||||||||||||
| Financial Services | 26,109 | 2.3 | 26,218 | 2.7 | ||||||||||||
| Investment Fund | 25,411 | 2.3 | 30,726 | 3.2 | ||||||||||||
| Direct Selling Software | 25,124 | 2.3 | 25,771 | 2.7 | ||||||||||||
| Architecture & Engineering Software | 25,035 | 2.2 | - | - | ||||||||||||
| Association Management Software | 23,696 | 2.1 | - | - | ||||||||||||
| Restaurant | 22,405 | 2.0 | 24,826 | 2.6 | ||||||||||||
| Mentoring Software | 21,963 | 2.0 | 21,359 | 2.2 | ||||||||||||
| Legal Software | 20,777 | 1.9 | 20,699 | 2.1 | ||||||||||||
| Marketing Orchestration Software | 18,631 | 1.7 | 18,715 | 1.9 | ||||||||||||
| Corporate Education Software | 17,919 | 1.6 | 19,063 | 2.0 | ||||||||||||
| Insurance Software | 17,398 | 1.6 | 16,761 | 1.7 | ||||||||||||
| Non-profit Services | 14,190 | 1.3 | 13,095 | 1.3 | ||||||||||||
| Employee Collaboration Software | 13,894 | 1.2 | 13,052 | 1.3 | ||||||||||||
| Lead Management Software | 12,120 | 1.1 | 12,090 | 1.2 | ||||||||||||
| Alternative Investment Management Software | 10,810 | 1.0 | 10,459 | 1.1 | ||||||||||||
| Research Software | 10,632 | 1.0 | 10,677 | 1.1 | ||||||||||||
| Roofing Contractor Software | 10,002 | 0.9 | - | - | ||||||||||||
| Field Service Management | 9,939 | 0.9 | 9,958 | 1.0 | ||||||||||||
| Fire Inspection Business Software | 9,900 | 0.9 | - | 0.0 | ||||||||||||
| Financial Services Software | 9,866 | 0.9 | 9,096 | 0.9 | ||||||||||||
| Industrial Products | 9,461 | 0.8 | 9,608 | 1.0 | ||||||||||||
| Office Supplies | 7,023 | 0.6 | 6,373 | 0.7 | ||||||||||||
| Specialty Food Retailer | 4,981 | 0.4 | - | 0.0 | ||||||||||||
| Veterinary Services | 4,690 | 0.4 | - | - | ||||||||||||
| Cyber Security | 2,716 | 0.2 | 2,509 | 0.3 | ||||||||||||
| Staffing Services | 2,089 | 0.2 | 2,079 | 0.2 | ||||||||||||
| Facilities Maintenance | 273 | 0.0 | 408 | 0.0 | ||||||||||||
| Healthcare Supply | - | 0.0 | - | - | ||||||||||||
| Specialty Food Retailer | - | 0.0 | 24,411 | 2.5 | ||||||||||||
| Total | $ | 1,114,039 | 100.0 | % | $ | 972,590 | 100.0 | % | ||||||||
| (1) |
The following table shows Saratoga CLO’s portfolio composition by industry grouping at fair value at November 30, 20172023 and February 28, 2017:2023:
Saratoga CLO
| At November 30, 2017 | At February 28, 2017 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
Services: Business | $ | 41,880 | 13.8 | % | $ | 40,675 | 13.9 | % | ||||||||
High Tech Industries | 29,052 | 9.6 | 17,851 | 6.1 | ||||||||||||
Healthcare & Pharmaceuticals | 26,287 | 8.7 | 33,002 | 11.3 | ||||||||||||
Telecommunications | 18,873 | 6.2 | 13,704 | 4.7 | ||||||||||||
Banking, Finance, Insurance & Real Estate | 17,316 | 5.7 | 14,752 | 5.0 | ||||||||||||
Retailers (Except Food and Drugs) | 16,987 | 5.6 | 14,706 | 5.0 | ||||||||||||
Chemicals/Plastics | 15,257 | 5.0 | 21,492 | 7.4 | ||||||||||||
Media | 11,192 | 3.7 | 11,283 | 3.9 | ||||||||||||
Aerospace and Defense | 10,690 | 3.5 | 11,643 | 4.0 | ||||||||||||
Automotive | 9,061 | 3.0 | 6,088 | 2.1 | ||||||||||||
Industrial Equipment | 8,068 | 2.7 | 9,853 | 3.4 | ||||||||||||
Services: Consumer | 7,769 | 2.6 | 788 | 0.3 | ||||||||||||
Leisure Goods/Activities/Movies | 7,484 | 2.5 | 9,627 | 3.3 | ||||||||||||
Transportation | 6,977 | 2.3 | 2,731 | 0.9 | ||||||||||||
Retail | 6,414 | 2.1 | — | — | ||||||||||||
Utilities | 5,936 | 2.0 | 4,944 | 1.7 | ||||||||||||
Financial Intermediaries | 4,504 | 1.5 | 9,476 | 3.2 | ||||||||||||
Publishing | 4,347 | 1.4 | 4,580 | 1.6 | ||||||||||||
Food Services | 4,174 | 1.4 | 5,932 | 2.0 | ||||||||||||
Oil & Gas | 4,143 | 1.4 | 3,209 | 1.1 | ||||||||||||
Beverage, Food & Tobacco | 3,971 | 1.3 | 3,013 | 1.0 | ||||||||||||
Drugs | 3,774 | 1.3 | 5,394 | 1.8 | ||||||||||||
Capital Equipment | 3,595 | 1.2 | 6,026 | 2.1 | ||||||||||||
Technology | 3,547 | 1.2 | 3,935 | 1.3 | ||||||||||||
Containers/Glass Products | 3,409 | 1.1 | 2,008 | 0.7 | ||||||||||||
Electronics/Electric | 3,391 | 1.1 | 8,036 | 2.7 | ||||||||||||
Construction & Building | 2,921 | 1.0 | 1,974 | 0.7 | ||||||||||||
Insurance | 2,911 | 1.0 | 3,001 | 1.0 | ||||||||||||
Conglomerate | 2,534 | 0.8 | 3,584 | 1.2 | ||||||||||||
Brokers/Dealers/Investment Houses | 2,426 | 0.8 | 2,479 | 0.8 | ||||||||||||
Lodging and Casinos | 2,304 | 0.8 | 4,311 | 1.5 | ||||||||||||
Hotel, Gaming and Leisure | 2,020 | 0.7 | 2,025 | 0.7 | ||||||||||||
Food/Drug Retailers | 1,860 | 0.6 | 2,877 | 1.0 | ||||||||||||
Food Products | 1,619 | 0.5 | 3,147 | 1.1 | ||||||||||||
Cable and Satellite Television | 1,602 | 0.5 | 1,617 | 0.6 | ||||||||||||
Consumer Goods: Non-Durable | 1,005 | 0.3 | — | — | ||||||||||||
Forest Products & Paper | 1,001 | 0.3 | — | — | ||||||||||||
Media, Broadcasting & Subscription | 1,001 | 0.3 | — | — | ||||||||||||
Consumer Goods: Durable | 503 | 0.2 | — | — | ||||||||||||
Metals & Mining | 502 | 0.2 | — | — | ||||||||||||
Broadcast Radio and Television | 387 | 0.1 | 343 | 0.1 | ||||||||||||
Nonferrous Metals/Minerals | — | — | 1,312 | 0.4 | ||||||||||||
Environmental Industries | — | — | 800 | 0.3 | ||||||||||||
Building and Development | — | — | 243 | 0.1 | ||||||||||||
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Total | $ | 302,694 | 100.0 | % | $ | 292,461 | 100.0 | % | ||||||||
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| November 30, 2023 | February 28, 2023 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Banking, Finance, Insurance & Real Estate | $ | 114,841 | 19.3 | % | $ | 114,570 | 18.9 | % | ||||||||
| Services: Business | 64,096 | 10.8 | 65,947 | 10.9 | ||||||||||||
| High Tech Industries | 52,504 | 8.8 | 52,636 | 8.7 | ||||||||||||
| Healthcare & Pharmaceuticals | 38,097 | 6.4 | 38,952 | 6.4 | ||||||||||||
| Services: Consumer | 29,948 | 5.0 | 34,544 | 5.7 | ||||||||||||
| Chemicals, Plastics, & Rubber | 29,228 | 4.9 | 23,857 | 3.9 | ||||||||||||
| Retail | 25,509 | 4.3 | 24,049 | 4.0 | ||||||||||||
| Telecommunications | 21,961 | 3.7 | 22,514 | 3.7 | ||||||||||||
| Media: Advertising, Printing & Publishing | 20,977 | 3.5 | 20,309 | 3.4 | ||||||||||||
| Hotel, Gaming & Leisure | 19,825 | 3.3 | 14,315 | 2.4 | ||||||||||||
| Automotive | 19,610 | 3.3 | 20,410 | 3.4 | ||||||||||||
| Consumer goods: Durable | 18,966 | 3.2 | 24,887 | 4.1 | ||||||||||||
| Containers, Packaging & Glass | 17,901 | 3.0 | 18,239 | 3.0 | ||||||||||||
| Construction & Building | 14,397 | 2.4 | 13,875 | 2.3 | ||||||||||||
| Beverage, Food & Tobacco | 14,246 | 2.4 | 14,501 | 2.4 | ||||||||||||
| Aerospace & Defense | 13,149 | 2.2 | 13,688 | 2.3 | ||||||||||||
| Media: Broadcasting & Subscription | 10,597 | 1.8 | 11,143 | 1.8 | ||||||||||||
| Consumer goods: Non-durable | 9,476 | 1.6 | 13,734 | 2.3 | ||||||||||||
| Media: Diversified & Production | 9,201 | 1.5 | 9,279 | 1.5 | ||||||||||||
| Transportation: Cargo | 8,885 | 1.5 | 8,236 | 1.4 | ||||||||||||
| Utilities: Oil & Gas | 7,283 | 1.2 | 7,246 | 1.2 | ||||||||||||
| Wholesale | 7,257 | 1.2 | 8,011 | 1.3 | ||||||||||||
| Capital Equipment | 5,695 | 1.0 | 8,450 | 1.4 | ||||||||||||
| Transportation: Consumer | 4,083 | 0.7 | 6,844 | 1.1 | ||||||||||||
| Metals & Mining | 3,829 | 0.6 | 3,239 | 0.5 | ||||||||||||
| Energy: Oil & Gas | 3,138 | 0.5 | 2,676 | 0.4 | ||||||||||||
| Forest Products & Paper | 2,933 | 0.5 | 3,190 | 0.5 | ||||||||||||
| Environmental Industries | 2,748 | 0.5 | 2,155 | 0.4 | ||||||||||||
| Energy: Electricity | 2,724 | 0.5 | 2,105 | 0.3 | ||||||||||||
| Utilities: Electric | 2,343 | 0.4 | 2,353 | 0.4 | ||||||||||||
| Total | $ | 595,447 | 100.0 | % | $ | 605,954 | 100.0 | % | ||||||||
Portfolio composition by geographic location at fair value
The following table shows our portfolio composition by geographic location at fair value at November 30, 20172023 and February 28, 2017.2023. The geographic composition is determined by the location of the corporate headquarters of the portfolio company.
| At November 30, 2017 | At February 28, 2017 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
Southeast | $ | 153,313 | 45.2 | % | $ | 116,186 | 39.7 | % | ||||||||
Midwest | 85,465 | 25.2 | 75,154 | 25.7 | ||||||||||||
Southwest | 36,800 | 10.9 | 34,060 | 11.6 | ||||||||||||
Northeast | 34,782 | 10.3 | 38,880 | 13.3 | ||||||||||||
Other (1) | 16,313 | 4.8 | 15,450 | 5.3 | ||||||||||||
Northwest | 7,729 | 2.3 | 7,780 | 2.6 | ||||||||||||
West | 4,436 | 1.3 | 5,151 | 1.8 | ||||||||||||
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Total | $ | 338,838 | 100.0 | % | $ | 292,661 | 100.0 | % | ||||||||
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| November 30, 2023 | February 28, 2023 | |||||||||||||||
| Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Southeast | $ | 308,305 | 27.7 | % | $ | 247,192 | 25.4 | % | ||||||||
| Midwest | 246,172 | 22.1 | 199,944 | 20.6 | ||||||||||||
| West | 219,581 | 19.7 | 173,283 | 17.8 | ||||||||||||
| Northeast | 143,585 | 12.9 | 133,158 | 13.7 | ||||||||||||
| Southwest | 122,577 | 11.0 | 123,744 | 12.7 | ||||||||||||
| Northwest | - | - | 2,509 | 0.3 | ||||||||||||
| Other(1) | 73,819 | 6.6 | 92,760 | 9.5 | ||||||||||||
| Total | $ | 1,114,039 | 100.0 | % | $ | 972,590 | 100.0 | % | ||||||||
| (1) | Comprised of our |
Results of operations
Operating results for the three and nine months ended November 30, 20172023 and November 30, 2016 were2022 was as follows:
| For the three months ended | ||||||||
| November 30, 2017 | November 30, 2016 | |||||||
| ($ in thousands) | ||||||||
Total investment income | $ | 9,526 | $ | 8,442 | ||||
Total operating expenses | 6,510 | 5,023 | ||||||
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Net investment income | 3,016 | 3,419 | ||||||
Net realized gains from investments | 21 | 260 | ||||||
Net change in unrealized appreciation (depreciation) on investments | 1,226 | (2,105 | ) | |||||
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Net increase in net assets resulting from operations | $ | 4,263 | $ | 1,574 | ||||
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| For the nine months ended | ||||||||
| November 30, 2017 | November 30, 2016 | |||||||
| ($ in thousands) | ||||||||
Total investment income | $ | 28,487 | $ | 24,799 | ||||
Total operating expenses | 19,076 | 16,238 | ||||||
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Net investment income | 9,411 | 8,561 | ||||||
Net realized gains (losses) from investments | (5,658 | ) | 12,300 | |||||
Net change in unrealized appreciation (depreciation) on investments | 8,394 | (10,728 | ) | |||||
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Net increase in net assets resulting from operations | $ | 12,147 | $ | 10,133 | ||||
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| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Total investment income | $ | 36,340 | $ | 26,257 | $ | 106,487 | $ | 66,789 | ||||||||
| Total operating expenses | 22,174 | 16,380 | 62,397 | 41,238 | ||||||||||||
| Net investment income | 14,166 | 9,877 | 44,090 | 25,551 | ||||||||||||
| Net realized gain (loss) from investments | 61 | (740 | ) | 151 | 7,366 | |||||||||||
| Income tax (provision) benefit from realized gain on investments | - | 479 | - | 549 | ||||||||||||
| Net change in unrealized appreciation (depreciation) on investments | (17,867 | ) | (3,176 | ) | (39,926 | ) | (25,768 | ) | ||||||||
| Net change in provision for deferred taxes on unrealized (appreciation) depreciation on investments | (416 | ) | (426 | ) | (578 | ) | (1,018 | ) | ||||||||
| Realized losses on extinguishment of debt | - | - | (110 | ) | (1,205 | ) | ||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | (4,056 | ) | $ | 6,014 | $ | 3,627 | $ | 5,475 | |||||||
Investment income
The composition of our investment income for three and nine months ended November 30, 2023 and November 30, 2022 was as follows:
| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Interest from investments | $ | 32,659 | $ | 23,517 | $ | 94,550 | $ | 59,356 | ||||||||
| Interest from cash and cash equivalents | 522 | 201 | 1,865 | 235 | ||||||||||||
| Management fee income | 820 | 818 | 2,454 | 2,451 | ||||||||||||
| Dividend Income | 1,811 | 437 | 5,284 | 950 | ||||||||||||
| Structuring and advisory fee income | 312 | 553 | 1,786 | 2,814 | ||||||||||||
| Other income | 216 | 731 | 548 | 983 | ||||||||||||
| Total investment income | $ | 36,340 | $ | 26,257 | $ | 106,487 | $ | 66,789 | ||||||||
For the three months ended November 30, 2023, total investment income increased $10.1 million, or 38.4%, to $36.3 million from $26.3 million for the three months ended November 30, 2022. Interest income from investments increased $9.1 million, or 38.9%, to $32.7 million for the three months ended November 30, 2023 from $23.5 million for the three months ended November 30, 2022. Interest income from investments increased due to the increase of $132.0 million, or 13.4%, in total investments at November 30, 2023 from $982.0 million at November 30, 2022 to $1,114.0 million as of November 30, 2023, combined with the increase in the weighted average current yield on investments to 11.4%, up from 10.4% at November 30, 2022.
For the nine months ended November 30, 2023, total investment income increased $39.7 million, or 59.4%, to $106.5 million from $66.8 million for the nine months ended November 30, 2022. Interest income from investments increased $35.2 million, or 59.3%, to $94.5 million for the nine months ended November 30, 2023 from $59.4 million for the nine months ended November 30, 2022. Interest income from investments increased due to the increase of $132.0 million, or 13.4%, in total investments at November 30, 2023 from $982.0 million at November 30, 2022 to $1,114.0 million as of November 30, 2023, combined with the increase in the weighted average current yield on investments to 11.3%, up from 10.4% at November 30, 2022.
For the three and nine months ended November 30, 20172023 and November 30, 2016 were as follows:2022, total PIK income was $0.6 million and $0.4 million, respectively and $1.9 million and $0.7 million, respectively.
| For the three months ended | ||||||||
| November 30, 2017 | November 30, 2016 | |||||||
| ($ in thousands) | ||||||||
Interest from investments | $ | 8,891 | $ | 7,456 | ||||
Management fee income | 376 | 375 | ||||||
Incentive fee income | 209 | — | ||||||
Interest from cash and cash equivalents and other income | 50 | 611 | ||||||
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Total investment income | $ | 9,526 | $ | 8,442 | ||||
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| For the nine months ended | ||||||||
| November 30, 2017 | November 30, 2016 | |||||||
| ($ in thousands) | ||||||||
Interest from investments | $ | 25,818 | $ | 22,040 | ||||
Management fee income | 1,128 | 1,124 | ||||||
Incentive fee income | 477 | — | ||||||
Interest from cash and cash equivalents and other income | 1,064 | 1,635 | ||||||
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| |||||
Total investment income | $ | 28,487 | $ | 24,799 | ||||
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For the three months ended November 30, 2017, total investment income2023 and November 30, 2022, interest from cash and cash equivalents was $0.5 million and $0.2 million, respectively. The increase of $9.5$0.3 million increased $1.1 million, or 12.8% comparedwas due to $8.4 million forthe fact that cash and cash equivalents were earning close to zero interest during the three months ended November 30, 2016. Interest income from investments increased $1.4 million, or 19.2%, to $8.9 million for the three months ended November 30, 2017 from $7.5 million for the three months ended November 30, 2016. This reflects an increase of 22.1% in total investments to $338.8 million at November 30, 2017 from $277.6 million at November 30, 2016, with the weighted average current coupon increasing from 10.8% to 11.3%.2022.
For the nine months ended November 30, 2017, total investment income2023 and November 30, 2022, interest from cash and cash equivalents was $1.9 million and $0.2 million, respectively. The increase of $28.5$1.7 million increased $3.7 million, or 14.9% comparedwas due to $24.8 million for the ninefact that cash and cash equivalents were earning close to zero interest during the three months ended November 30, 2016. Interest2022.
Management fee income from investments increased $3.8 million, or 17.1%, to $25.8 millionreflects the fee income received for managing the nine months ended November 30, 2017 from $22.0 million for the nine months ended November 30, 2016. This reflects an increase of 22.1% in total investments to $338.8 million at November 30, 2017 from $277.6 million at November 30, 2016, with the weighted average current coupon increasing from 10.8% to 11.3%.
Saratoga CLO. For the three months ended November 30, 20172023 and November 30, 2016,2022, total PIKmanagement fee income was $0.8 million and $0.2$0.8 million, respectively. For the nine months ended November 30, 20172023 and November 30, 2016,2022, total PIKmanagement fee income was $1.8$2.5 million and $0.5$2.5 million, respectively. The increase was primarily due to the investments in Easy Ice, LLC and My Alarm Center, LLC that increased PIK interest during these periods.
For the three and nine months ended November 30, 2017, incentive fee2023 and November 30, 2022, total dividend income was $1.8 million and $0.4 million, respectively and $5.3 million and $0.9 million, respectively. Dividends received is recorded in the consolidated statements of operations when earned, and the increase primarily reflects dividend income of $0.2$1.3 million received on our membership interest in SLF JV during the three months ended November 30, 2023, and $0.5$4.7 million respectively, was recognized related toreceived during the Saratoga CLO, reflecting the 12.0% hurdle rate that has been achieved. nine months ended November 30, 2023.
For the three and nine months ended November 30, 2016, we did not accrue any amounts related to2023 and November 30, 2022, total structuring and advisory fee income was $0.3 million and $0.6 million, respectively and $1.8 million and $2.8 million, respectively. Structuring and advisory fee income represents fee income earned and received performing certain investment and advisory activities during the incentive management fee from Saratoga CLO asclosing of new investments.
For the 12.0% hurdle rate had not yet been achieved.three and nine months ended November 30, 2023 and November 30, 2022, other income was $0.2 million and $0.7 million, respectively and $0.5 million and $1.0 million, respectively. Other income includes origination fees, monitoring and amendment fees and prepayment fees and is recorded in the consolidated statements of operations when earned.
Operating expenses
The composition of our operating expenses for the three and nine months ended November 30, 20172023 and November 30, 20162022 was as follows:
| For the three months ended | ||||||||
| November 30, 2017 | November 30, 2016 | |||||||
| ($ in thousands) | ||||||||
Interest and debt financing expenses | $ | 2,759 | $ | 2,369 | ||||
Base management fees | 1,485 | 1,220 | ||||||
Professional fees | 388 | 330 | ||||||
Administrator expenses | 438 | 342 | ||||||
Incentive management fees | 1,055 | 395 | ||||||
Insurance | 65 | 69 | ||||||
Directors fees and expenses | 43 | 66 | ||||||
General and administrative and other expenses | 277 | 232 | ||||||
Excise tax expense (credit) | — | — | ||||||
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Total operating expenses | $ | 6,510 | $ | 5,023 | ||||
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| For the nine months ended | ||||||||
| November 30, 2017 | November 30, 2016 | |||||||
| ($ in thousands) | ||||||||
Interest and debt financing expenses | $ | 8,245 | $ | 7,107 | ||||
Base management fees | 4,358 | 3,650 | ||||||
Professional fees | 1,180 | 992 | ||||||
Administrator expenses | 1,208 | 992 | ||||||
Incentive management fees | 2,940 | 2,331 | ||||||
Insurance | 197 | 210 | ||||||
Directors fees and expenses | 154 | 192 | ||||||
General and administrative and other expenses | 809 | 764 | ||||||
Excise tax expense (credit) | (15 | ) | — | |||||
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Total operating expenses | $ | 19,076 | $ | 16,238 | ||||
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| For the three months ended | For the nine months ended | |||||||||||||||
| November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Interest and debt financing expenses | $ | 12,522 | $ | 8,450 | $ | 36,629 | $ | 23,243 | ||||||||
| Base management fees | 4,857 | 4,259 | 14,262 | 12,165 | ||||||||||||
| Incentive management fees expense (benefit) | 2,244 | 1,531 | 4,828 | 217 | ||||||||||||
| Professional fees | 434 | 559 | 1,407 | 1,344 | ||||||||||||
| Administrator expenses | 1,075 | 819 | 2,798 | 2,342 | ||||||||||||
| Insurance | 81 | 89 | 245 | 266 | ||||||||||||
| Directors fees and expenses | 81 | 80 | 281 | 300 | ||||||||||||
| General & administrative and other expenses | 660 | 525 | 1,958 | 1,492 | ||||||||||||
| Income tax expense (benefit) | 220 | 68 | (11 | ) | (132 | ) | ||||||||||
| Total operating expenses | $ | 22,174 | $ | 16,380 | $ | 62,397 | $ | 41,237 | ||||||||
For the three months ended November 30, 2017,2023, total operating expenses increased $1.5$5.8 million, or 29.6%35.4%, compared to the three months ended November 30, 2016.2022. For the nine months ended November 30, 2017,2023, total operating expenses increased $2.8$21.2 million, or 17.5%51.3%, compared to the nine months ended November 30, 2016.2022.
For the three months ended November 30, 2023, interest and debt financing expenses increased $4.1 million, or 48.2%, compared to the three months ended November 30, 2022. The increase is primarily attributable to an increase of 18.8% in average outstanding debt from $679.0 million for the three months ended November 30, 2022 to $806.8 million for the three months ended November 30, 2023, primarily reflecting (i) the issuance of the 6.00% 2027 Notes, 8.00% 2027 Notes, 7.00% 2025 Notes, and 8.125% 2027 Notes during the year ended February 28, 2023, and (ii) the issuance of the 8.75% 2024 Notes and the 8.50% 2028 Notes during the three months ended May 31, 2023, all of which are now outstanding for the full period this year.
For the nine months ended November 30, 2023, interest and debt financing expenses increased $13.4 million, or 57.6%, compared to the nine months ended November 30, 2022. The increase is primarily attributable to an increase of 67.7% in average outstanding debt from $476.3 million for the nine months ended November 30, 2022 to $798.9 million for the nine months ended November 30, 2023, primarily reflecting (i) the issuance of the 6.00% 2027 Notes, 8.00% 2027 Notes, 7.00% 2025 Notes, and 8.125% 2027 Notes during the year ended February 28, 2023, all of which are now outstanding for the full period this year, and (ii) the issuance of the 8.75% 2024 Notes and the 8.50% 2028 Notes during the nine months ended November 30, 2023.
For the three and nine months ended November 30, 20172023 and November 30, 2016, the increase in interest and debt financing expenses is primarily attributable to an increase in outstanding debt as compared to the prior year, with increased levels of outstanding SBA debentures, additional notes being issued and our Credit Facility having an outstanding balance this quarter-end. Our SBA debentures increased from $112.7 million at November 30, 2016 to $134.7 million at November 30, 2017, while the 2020 Notes were repaid and the 2023 Notes issued, increasing the notes payable from $61.8 million outstanding to $74.5 million outstanding for these same periods. For the three months ended November 30, 2017,2022, the weighted average interest rate on our outstanding indebtedness was 4.47% compared to 4.66% for the three months ended November 30, 2016. For the nine months ended November 30, 2017, the5.52% and 4.43%, respectively and 5.43% and 5.74%, respectively. The increase in weighted average interest rate on our outstanding indebtedness was 4.52% compared to 4.73% for the nine months ended November 30, 2016. For both periods, the decrease was primarily driven by anthe issuance of higher rate borrowings over the past year, reflecting the increase in base rates in the market.
As of November 30, 2023 and February 28, 2023, the SBA debentures that carry a lower interest rate as well as the notes payable interest rate decreasing from 7.50% to 6.75% following the refinancing of the 2020 Notes. SBA debentures decreased from 64.6%represented 25.3% and 27.7% of overall debt, as of November 30, 2016 to 64.1% as of November 30, 2017, primarily due to the increase in notes issued and the $1.0 million outstanding on the Credit Facility.respectively.
For the three months ended November 30, 2017,2023, base management fees increased $0.3$0.6 million, or 21.8%14.0%, from $4.3 million to $4.9 million compared to the three months ended November 30, 2016. For the nine months ended November 30, 2017, base management fees increased $0.7 million, or 19.4% compared to the nine months ended November 30, 2016.2022. The increase in base management fees results from the 21.8%14.4% increase in the average value of our total assets, less cash and cash equivalents, from $279.6$976.1 million as offor the three months ended November 30, 20162022 to $340.5$1,108.5 million as offor the three months ended November 30, 2017.2023. For the nine months ended November 30, 2023, base management fees increased $2.1 million, or 17.2%, from $12.2 million to $14.3 million compared to the nine months ended November 30, 2022. The increase in base management fees results from the 17.6% increase in the average value of our total assets, less cash and cash equivalents, from $922.6 million for the nine months ended November 30, 2022 to $1,082.1 million for the nine months ended November 30, 2023.
For the three months ended November 30, 2023, incentive management fees increased $0.7 million, or 46.5%, compared to the three months ended November 30, 2022. The incentive fee on income increased from $2.3 million to $3.3 million for the three months ended November 30, 2022 and 2023, respectively, reflecting the increase in net investment income during the three months ended November 30, 2023 as compared to the three months ended November 30, 2022. The incentive fee on capital gains decreased from a $(0.8) million benefit for the three months ended November 30, 2022 to a $(1.0) million benefit for the three months ended November 30, 2023, both reflecting the incentive fee on net realized and unrealized depreciation recognized during both these periods.
For the nine months ended November 30, 2023, incentive management fees increased $4.6 million, or 2,126.0%, compared to the nine months ended November 30, 2022. The incentive fee on income increased from $4.0 million for the nine months ended November 30, 2022 to $9.8 million for the nine months ended November 30, 2023, reflecting the fact that net investment income increased during this current period, and was above the hurdle during the full nine months ended November 30, 2023. The incentive fee on capital gains decreased from a $(3.7) million benefit for the nine months ended November 30, 2022 to a $(5.0) million benefit for the nine months ended November 30, 2023, both reflecting the incentive fee income on net realized and unrealized depreciation recognized during both these periods.
For the three and nine months ended November 30, 2017,2023, professional fees decreased $0.1 million, or 22.2% and increased $0.1 million, or 17.6%, and increased $0.2 million, or 19.0%4.7%, respectively, compared to the three and nine months ended November 30, 2016. This primarily relates to accounting fees from the current Sarbanes-Oxley Act implementation.2022.
For the three months ended November 30, 2017, incentive management fees increased $0.7 million, or 167.3%, compared to the three months ended November 30, 2016. The first part of the incentive management fees increased this year from $0.76 million to $0.81 million as higher average total assets of 21.8% has led to increased net investment income above the hurdle rate pursuant to the investment advisory and management agreement. In addition, the incentive management fees related to capital gains increased from a reduction of incentive fees of $0.4 million for the three months ended November 30, 2016 to an increase of $0.3 million for the three months ended November 30, 2017, reflecting the $1.2 million net gain on investments for the three months ended November 30, 2017 as compared to the $1.8 million net loss on investments for the three months ended November 30, 2016.
For the nine months ended November 30, 2017, incentive management fees2023, administrator expenses increased $0.6$0.3 million, or 26.1%31.3% and increased $0.5 million, or 19.5%, respectively, compared to the three and nine months ended November 30, 2016. The first part of2022, reflecting the incentive management fees increased this year from $2.2 million to $2.5 million as higher average total assets of 21.8% has led to increased net investment income above the hurdle rate pursuantcontractual changes to the investment advisoryadministrator agreement cap.
For the three and management agreement. In addition, incentive management fees related to capital gains increased from $0.1 million for the nine months ended November 30, 20162023, general and other expenses increased $0.1 million, or 25.7% and increased $0.5 million, or 31.2%, respectively, compared to $0.4 million, reflecting the higher $2.7 million net gain on investments for thethree and nine months ended November 30, 2017 as compared to the $1.6 million net gain on investments for the nine months ended November 30, 2016.2022.
As discussed above, the increase in interest and debt financing expenses for the three and nine months ended November 30, 2017 as2023 compared to the three and nine months ended November 30, 20162022 is primarily attributable both to an increase in the average dollar amount of outstanding debt, as well as the higher cost of that debt. As ofDuring the three months ended November 30, 2017, there was $1.0 million of2023 and November 30, 2022, the average borrowings outstanding borrowings under the Encina Credit Facility whereas there were nowas $35.0 million and $32.8 million, respectively, and the average weighted average interest rate on the outstanding borrowingsborrowing under the Encina Credit Facility as of November 30, 2016.was 9.79% and 7.19%, respectively. For the three months ended November 30, 20172023 and November 30, 2016,2022, the average borrowings outstanding of SBA debentures was $200.4 million and $242.7 million, respectively. For the three months ended November 30, 2023 and November 30, 2022, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.14%3.25% and 3.08%2.86%, respectively.
As discussed above, the increase in interest and debt financing expenses for the nine months ended November 30, 2023 compared to the nine months ended November 30, 2022 is attributable both to an increase in the average dollar amount of outstanding debt, as well as the higher cost of that debt. During the nine months ended November 30, 2023 and November 30, 2022, the average borrowings outstanding under the Encina Credit Facility was $38.9 million and $25.9 million, respectively, and the average weighted average interest rate on the outstanding borrowing under the Encina Credit Facility was 9.62% and 6.16%, respectively. For the nine months ended November 30, 20172023 and November 30, 2016,2022, the average borrowings outstanding of SBA debentures was $201.7 million and $226.5 million, respectively. For the nine months ended November 30, 2023 and November 30, 2022, the weighted average interest rate on the outstanding borrowings of the SBA debentures was 3.12%3.01% and 3.12%2.74%, respectively.
The weighted average dollar amount of our unsecured notes for the three and nine months ended November 30, 2023 and November 30, 2022 were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| (in millions) | November 30, 2023 | November 30, 2022 | November 30, 2023 | November 30, 2022 | ||||||||||||
| 7.25% 2025 Notes | $ | — | $ | — | $ | — | $ | 18.0 | ||||||||
| 7.75% 2025 Notes | 5.0 | 5.0 | 5.0 | 5.0 | ||||||||||||
| 6.25% 2027 Notes | 15.0 | 15.0 | 15.0 | 15.0 | ||||||||||||
| 4.375% 2026 Notes | 175.0 | 175.0 | 175.0 | 175.0 | ||||||||||||
| 4.35% 2027 Notes | 75.0 | 75.0 | 75.0 | 75.0 | ||||||||||||
| 6.00% 2027 Notes | 105.5 | 105.5 | 105.5 | 82.5 | ||||||||||||
| 7.00% 2025 Notes | 12.0 | 11.0 | 12.0 | 3.7 | ||||||||||||
| 8.00% 2027 Notes | 46.0 | 16.9 | 46.0 | 5.6 | ||||||||||||
| 8.125% 2027 Notes | 60.4 | — | 60.4 | — | ||||||||||||
| 8.75% 2024 Notes | 20.0 | — | 16.7 | — | ||||||||||||
| 8.50% 2028 Notes | 57.5 | — | 47.8 | — | ||||||||||||
For the three months ended November 30, 2023 and November 30, 2022, there were income tax expense (benefits) of $0.2 million and $0.07 million, respectively. For the nine months ended November 30, 2023 and November 30, 2022, there were income tax expense (benefits) of ($0.01) million and ($0.1) million, respectively. This relates to net deferred federal and state income tax expense (benefit) with respect to operating gains and losses and income derived from equity investments held in entities that are treated as corporations for U.S. federal income tax purposes, as well as current U.S. federal and state income taxes on those operating gains and losses when realized.
Net realized gains (losses) on sales of investments
For the three months ended November 30, 2017,2023, we had $2.1 million of sales, repayments, exits or restructurings. For the Companynine months ended November 30, 2023, we had $1.8$19.2 million of sales, repayments, exits or restructurings resulting in $0.02$0.2 million of net realized gains.
| Nine Months ended November 30, 2023 | ||||||||||||||
| Issuer | Asset Type | Gross Proceeds | Cost | Net Realized Gain (Loss) | ||||||||||
| PDDS Buyer, LLC | Equity Interests | $ | - | $ | - | $ | 41,350 | |||||||
| Censis Technologies, Inc. | Equity Interests | - | - | 6,773 | ||||||||||
| GreyHeller LLC | Equity Interests | - | - | 42,568 | ||||||||||
| Ohio Medical, LLC | Equity Interests | - | - | 60,565 | ||||||||||
We received escrow payments from the prior sales of our investments in PPDS Buyer, LLC, Censis Technologies, Inc., Ohio Medical, LLC and GreyHeller LLC.
For the ninethree months ended November 30, 2017,2022, the Company had $45.6$56.9 million of sales, repayments, exits or restructurings resulting in $5.7$0.7 million of net realized losses. The most significant realized gains (losses) duringFor the nine months ended November 30, 2017 were as follows (dollars in thousands):
Nine Months ended November 30, 2017
Issuer | Asset Type | Gross Proceeds | Cost | Net Realized Gain (Loss) | ||||||||||
My Alarm Center, LLC | Second Lien Term Loan | $ | 2,617 | $ | 10,330 | $ | (7,713 | ) | ||||||
Mercury Funding, LLC | Common Stock | 2,631 | 858 | 1,773 | ||||||||||
The $7.7 million of realized loss on our investment in My Alarm Center, LLC, was due to the completion of a sales transaction, following increasing leverage levels combined with declining market conditions in the sector.
The $1.8 million of realized gain on our investment in Mercury Funding, LLC, was driven by the completion of a sales transaction with a strategic acquirer.
For the three months ended November 30, 2016,2022, the Company had $23.8$162.1 million of sales, repayments, exits or restructurings resulting in $0.3$7.4 million of net realized gains. For the nine months ended November 30, 2016, the Company had $94.7 million of sales, repayments, exits or restructurings resulting in $12.3
| Nine Months ended November 30, 2022 | ||||||||||||||
| Issuer | Asset Type | Gross Proceeds | Cost | Net Realized Gain | ||||||||||
| PDDS Buyer, LLC | Equity Interests | $ | 9,943,838 | $ | 2,000,000 | $ | 7,943,838 | |||||||
| Ohio Medical, LLC | Equity Interests | 770,161 | 380,353 | 389,808 | ||||||||||
| Targus Holdings, Inc. | Equity Interests | 294,087 | 1,424,329 | (1,130,242 | ) | |||||||||
| Censis Technologies, Inc. | Equity Interests | - | - | 68,731 | ||||||||||
| Texas Teachers of Tomorrow, LLC | Equity Interests | - | - | 24,977 | ||||||||||
| V Rental Holdings LLC | Equity Interests | - | - | 68,800 | ||||||||||
The $7.9 million of net realized gains. The most significant realized gains duringwas from the nine months ended November 30, 2016 were as follows (dollarssale of the equity position in thousands):the Company’s PPDS Buyer, LLC investment.
Nine Months ended November 30, 2016
Issuer | Asset Type | Gross Proceeds | Cost | Net Realized Gain | ||||||||||
Take 5 Oil Change, L.L.C | Common Stock | $ | 6,505 | $ | 481 | $ | 6,024 | |||||||
Legacy Cabinets, Inc. | Common Stock Voting A-1 | 2,320 | 221 | 2,099 | ||||||||||
Legacy Cabinets, Inc. | Common Stock Voting B-1 | 1,464 | 139 | 1,325 | ||||||||||
The $6.0$0.4 million of net realized gain on our investmentwas from the sale of the equity position in Take 5 Oil Change, L.L.C. was due to the completion of a sales transaction with a strategic acquirer.Company’s Ohio Medical, LLC investment.
The $3.4$1.1 million of net realized gains on ourloss was from the sale of the equity position in the Company’s Targus Holdings, Inc investment.
The Company received escrow payments from the prior sales of its investments in Legacy Cabinets,Censis Technologies, Inc. were due to a period, Texas Teachers of steadily improving performance, leading up to our sale of shares in Legacy Cabinets, Inc.Tomorrow, LLC and V Rental Holdings LLC.
Net change in unrealized appreciation (depreciation) on investments
For the three months ended November 30, 2017, our investments had net unrealized appreciation of $1.2 million versus net unrealized depreciation of $2.1 million for the three months ended November 30, 2016.
For the nine months ended November 30, 2017,2023, our investments had a net unrealized appreciation of $8.4 million versus netchange in unrealized depreciation of $10.7$39.9 million versus a net change in unrealized depreciation of $25.7 million for the nine months ended November 30, 2016. 2022.
The most significant cumulative changesnet change in unrealized appreciation and depreciation(depreciation) for the nine months ended November 30, 2017,2023 were the following (dollars in thousands):
Nine Months ended November 30, 20172023
Issuer | Asset Type | Cost | Fair Value | Total Unrealized Appreciation (Depreciation) | YTD Change in Unrealized Appreciation | |||||||||||||
Elyria Foundry Company, L.L.C. | Common Stock | $ | 9,685 | $ | 3,494 | $ | (6,191 | ) | $ | 2,614 | ||||||||
My Alarm Center, LLC | Second Lien Term Loan | — | — | — | 2,298 | |||||||||||||
Saratoga Investment Corp. CLO 2013-1 Ltd. | Other/Structured Finance Securities | 9,192 | 11,814 | 2,622 | 1,992 | |||||||||||||
Easy Ice, LLC | Preferred Equity | 8,543 | 10,336 | 1,793 | 1,793 | |||||||||||||
| Issuer | Asset Type | Cost | Fair Value | Total Unrealized Appreciation (Depreciation) | YTD Change in Unrealized Appreciation (Depreciation) | |||||||||||||
| Pepper Palace, Inc. | First Lien Term Loan & Equity Interests | $ | 35,418 | $ | 4,981 | $ | (30,437 | ) | $ | (20,592 | ) | |||||||
| Saratoga Senior Loan Fund I JV, LLC | Equity Interests | 35,202 | 25,411 | (9,791 | ) | (5,315 | ) | |||||||||||
| Netreo Holdings, LLC | First Lien Term Loan & Equity Interests | 38,935 | 35,672 | (3,263 | ) | (11,544 | ) | |||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. | Structured Finance Securities | 23,412 | 8,939 | (14,473 | ) | (6,707 | ) | |||||||||||
| ETU Holdings, Inc. | First Lien Term Loan, Second Lien Term Loan & Equity Interests | 15,806 | 13,521 | (2,285 | ) | (2,368 | ) | |||||||||||
| Zollege PBC | First Lien Term Loan & Equity Interests | 17,516 | 14,604 | (2,912 | ) | (1,592 | ) | |||||||||||
| Vector Controls Holding Co., LLC | First Lien Term Loan & Equity Interests | 1,465 | 9,461 | 7,996 | 1,478 | |||||||||||||
| Chronus LLC | First Lien Term Loan & Equity Interests | 22,865 | 21,963 | (902 | ) | (1,399 | ) | |||||||||||
The $2.6$20.6 million of changeunrealized depreciation in our investment Pepper Palace, Inc. was driven by further declines in company performance.
The $5.3 million of unrealized depreciation in our investment Saratoga Senior Loan Fund I, JV, LLC was driven by the reduction in the carrying value of a defaulted loan in the portfolio, as well as overall market conditions.
The $11.5 million of unrealized depreciation in our investment Netreo Holdings, LLC was driven by increased company leverage and decreased company performance.
The $6.7 million of unrealized depreciation in our investment Saratoga Investment Corp. CLO 2013-1, Ltd. was driven by the reduction in the carrying value of certain defaulted loans in the portfolio, as well as overall market conditions.
The $2.4 million of unrealized depreciation in our investment ETU Holdings, Inc. was driven by overall company performance.
The $1.6 million of unrealized depreciation in our investment Zollege PBC was driven by overall company performance.
The $1.5 million of unrealized appreciation in our investment in Elyria Foundry Company, L.L.C.Vector Controls Holding Co., LLC was driven by an increasedecreased company leverage and overall company performance.
The $1.4 million of unrealized depreciation in oil and gas markets since year-end, positively impacting the company’sour investment Chronus LLC was driven by overall company performance.
The $2.3 million ofmost significant cumulative net change in unrealized appreciation in our investment in My Alarm Center, LLC was driven by the completion of a sales transaction. In recognizing this loss as a result of the sale, unrealized depreciation was adjusted to zero, which resulted in a $2.3 million change in unrealized appreciation for the nine months.
The $2.0 million of change in unrealized appreciation in our investment in the Saratoga CLO was driven by continued improved performance of the Saratoga CLO.
The $1.8 million of change in unrealized appreciation in our investment in Easy Ice, LLC was driven by the completion of a strategic acquisition that increased the scale and earnings of the business.
The most significant cumulative changes in unrealized appreciation and depreciation(depreciation) for the nine months ended November 30, 2016,2022 were the following (dollars in thousands):
Nine Months ended November 30, 20162022
Issuer | Asset Type | Cost | Fair Value | Total Unrealized Depreciation | YTD Change in Unrealized Depreciation | |||||||||||||
Take 5 Oil Change, L.L.C. | Common Stock | $ | — | $ | — | $ | — | $ | (5,755 | ) | ||||||||
Legacy Cabinets, Inc. | Common Stock Voting A-1 | — | — | — | (2,456 | ) | ||||||||||||
Legacy Cabinets, Inc. | Common Stock Voting B-1 | — | — | — | (1,550 | ) | ||||||||||||
Elyria Foundry Company, L.L.C. | Common Stock | 9,217 | 357 | (8,860 | ) | (1,669 | ) | |||||||||||
| Issuer | Asset Type | Cost | Fair Value | Total Unrealized Appreciation | YTD Change in Unrealized Appreciation | |||||||||||||
| Pepper Palace, Inc. | First Lien Term Loan & Equity Interests | $ | 34,314 | $ | 24,325 | $ | (9,989 | ) | $ | (9,470 | ) | |||||||
| Artemis Wax Corp. | First Lien Term Loan & Equity Interests | 64,663 | 68,576 | 3,913 | 2,453 | |||||||||||||
| Vector Controls Holding Co., LLC | First Lien Term Loan & Equity Interests | 3,478 | 9,091 | 5,613 | 2,194 | |||||||||||||
| Axero Holdings, LLC | First Lien Term Loan & Equity Interests | 10,546 | 12,506 | 1,961 | 1,412 | |||||||||||||
| Destiny Solutions Inc. | Equity Interests | 3,969 | 8,743 | 4,774 | 1,111 | |||||||||||||
| Zollege PBC | First Lien Term Loan & Equity Interests | 16,641 | 15,377 | (1,264 | ) | (1,130 | ) | |||||||||||
| Netreo Holdings, LLC | First Lien Term Loan & Equity Interests | 33,419 | 42,394 | 8,975 | (1,668 | ) | ||||||||||||
| PDDS Buyer, LLC | First Lien Term Loan & Equity Interests | - | - | - | (5,094 | ) | ||||||||||||
| Saratoga Investment Corp. CLO 2013-1, Ltd. | Structured Finance Securities | 29,969 | 19,427 | (10,542 | ) | (6,923 | ) | |||||||||||
| Saratoga Senior Loan Fund I JV, LLC | Equity Interests | 35,202 | 26,781 | (8,421 | ) | (7,312 | ) | |||||||||||
The $5.8$9.5 million of changeunrealized depreciation in our investment Pepper Palace, Inc. was driven by overall company performance.
The $2.5 million of unrealized appreciation in our investment in Artemis Wax Corp. was driven by growth and improved financial performance.
The $2.2 million of unrealized appreciation in our investment in Vector Controls Holdings Co., LLC was driven by overall company performance.
The $1.4 million of unrealized appreciation in our investment in Axero Holdings, LLC was driven by growth and improved financial performance.
The $1.1 million of unrealized appreciation in our investment in Destiny Solutions Inc. was driven by growth and improved financial performance.
The $1.1 million of unrealized depreciation in our investment in Take 5 Oil Change, L.L.C.Zollege PBC was driven by the completion of a sales transaction with a strategic acquirer. In realizing this gain as a result of the sale, unrealized appreciation was adjusted to zero, which resulted in a $5.8 million change in unrealized depreciation for the period.overall company performance.
The $4.0 million of change in unrealized depreciation in our investments in Legacy Cabinets, Inc. were driven by the completion of a sales transaction. In realizing these gains as a result of the sale, unrealized appreciation was adjusted to zero, which resulted in a $4.0 million change in unrealized depreciation for the period.
The $1.7 million of change in unrealized depreciation in our investment in Elyria Foundry Company, L.L.C.Netreo Holdings, LLC was driven by increased company leverage.
The $5.1 million of unrealized depreciation in our investment PDDS Buyer, LLC was driven by the sale of that investment, resulting in a declinereversal of previously recognized unrealized appreciation reclassified to realized gains.
The $6.9 million of unrealized depreciation in oilour investment Saratoga Investment Corp. CLO 2013-1, Ltd. was driven by the increase in discount rates, the impact of changes in LIBOR rates and gas end markets since year-end, negatively impactingoverall market conditions.
The $7.3 million of unrealized depreciation in our investment Saratoga Senior Loan Fund I, JV, LLC was driven by the company’s performance.increase in discount rates and overall market conditions
Changes in net assets resulting from operations
For the three months ended November 30, 2017 and2023, we recorded a net decrease in net assets resulting from operations of $4.1 million. Based on 13,052,896 weighted average common shares outstanding as of November 30, 2016,2023, our per share net decrease in net assets resulting from operations was $0.31 for the three months ended November 30, 2023. For the three months ended November 30, 2022, we recorded a net increase in net assets resulting from operations of $4.3 million and $1.6 million, respectively.$6.0 million. Based on 6,040,31111,893,173 weighted average common shares outstanding as of November 30, 2017,2022, our per share net increase in net assets resulting from operations was $0.71$0.51 for the three months ended November 30, 2017. This compares to2022.
For the nine months ended November 30, 2023, we recorded a net decrease in net assets resulting from operations of $3.6 million. Based on 12,355,815 weighted average common shares outstanding as of November 30, 2023, our per share net increase in net assets resulting from operations of $0.27was $0.29 for the threenine months ended November 30, 2016 based on 5,727,933 weighted average common shares outstanding as of November 30, 2016.
2023. For the nine months ended November 30, 2017 and November 30, 2016,2022, we recorded a net increase in net assets resulting from operations of $12.1 million and $10.1 million, respectively.$5.5 million. Based on 5,952,08611,989,811 weighted average common shares outstanding as of November 30, 2017,2022, our per share net increasedecrease in net assets resulting from operations was $2.04$0.46 for the nine months ended November 30, 2017. This compares to a per share net increase in net assets resulting from operations of $1.77 for the nine months ended November 30, 2016 based on 5,735,443 weighted average common shares outstanding as of November 30, 2016.2022
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
We intend to continue to generate cash primarily from cash flows from operations, including interest earned from our investments in debt in middle marketmiddle-market companies, interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less, the Encina Credit Facility, our continued access to the SBA debentures future borrowings and future offerings of debt and equity securities.
Although we expect to fund the growth of our investment portfolio through the net proceeds from SBA debenture drawdowns and future equity offerings, including our dividend reinvestment plan (“DRIP”), the ATM Program, and issuances of senior securities or future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our plans to raise capital will be successful. In this regard, because our common stock has historically traded at a price below our current net asset valueNAV per share and we are limited in our ability to sell our common stock at a price below net asset valueNAV per share, we have been and may continue to be limited in our ability to raise equity capital. Consistent with the terms of the ATM Program, the Manager may, from time to time and in its sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the then-current NAV per share.
In addition, we intend to distribute to our stockholders substantially all of our operating taxable income in order to satisfy the distribution requirement applicable to RICs under the Code. In satisfying this distribution requirement, we have in accordance with certain applicable provisions of the past relied onCode and the Treasury regulations and a revenue procedure issued by the Internal Revenue Service (“IRS”) issued private letter rulings concluding that, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation onthat the aggregate amount of cash to be distributed to all stockholders which limitation must be at least 20.0%20% of the aggregate declared distribution. We may rely on these IRS private letter rulingsthe revenue procedure in future periods to satisfy our RIC distribution requirement.
Also, as a BDC, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 200.0%.200%, reduced to 150% effective April 16, 2019 following the approval received from our board of directors, including a majority of our independent directors, on April 16, 2018. This requirement limits the amount that we may borrow. Our asset coverage ratio, as defined in the 1940 Act, was 284.0%159.3% as of November 30, 20172023 and 271.0%165.9% as of February 28, 2017.2023. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources, including the equity markets and other debt-related markets, which may or may not be available on favorable terms, if at all.
Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies, to pay dividends or to repay borrowings. Also, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
Due to the diverse capital sources available to us at this time, we believe we have adequate liquidity to support our near term capital requirements.
Madison revolving credit facilityEncina Credit Facility
Below is a summary of the terms of the senior secured revolving credit facility we entered into with Madison Capital FundingEncina Lender Finance, LLC on October 4, 2021.
Commitment. We entered into the Credit and Security Agreement (the “Credit Facility”Agreement”) on June 30, 2010, which was most recently amended on May 18, 2017.relating to the Encina Credit Facility in the initial facility amount of $50.0 million (the “Facility Amount”).
Availability.Availability The Company. We can draw up to the lesser of (i) $40.0 million (the “Facility Amount”)the Facility Amount and (ii) the Borrowing Base. The Borrowing Base is an amount equal to (i) the difference of (A) the product of the applicable advance rate (whichwhich varies from 50.0% to 75.0% depending on the type of loan asset)asset (Defaulted Loans being excluded in that they carry an advance rate of 0%) and the value, determined in accordance with the Encina Credit Facility (the “Adjusted Borrowing Value”), of certain “eligible” loan assets pledged as security for the loan (the “Borrowing Base”Base Value”), and (B) the Excess Concentration Amount, as calculated in each caseaccordance with the Encina Credit Facility, plus (ii) any amounts held in the Prefunding Account and, without duplication, Excess Cash held in the Collection Account, less (iii) the product of (a) the amount of any undrawn funding commitments the Company haswe have under any loan asset and which are not covered by amounts in(b) the Unfunded Exposure Account referred to below (the “Unfunded Exposure Amount”)Haircut Percentage, and outstanding borrowings.less (iv) $100,000. Each loan asset we held by the Company as of the date on which the Encina Credit Facility was closed was valued as of that date and each loan asset that the Company acquireswe acquire after such date will be valued at the lowest of its fair value, its face value (excluding accrued interest) and the purchase price paid for such loan asset. Adjustments to the value of a loan asset will be made to reflect, among other things and under certain circumstances, changes in its fair value, a default by the obligor on the loan asset, insolvency of the obligor, acceleration of the loan asset, and certain modifications to the terms of the loan asset.
The Encina Credit Facility contains limitations on the type of loan assets that are “eligible” to be included in the Borrowing Base and as to the concentration level of certain categories of loan assets in the Borrowing Base such as restrictions on geographic and industry concentrations, asset size and quality, payment frequency, status and terms, average life, and collateral interests. In addition, if an asset is to remain an “eligible” loan asset, the Companywe may not make changes to the payment, amortization, collateral and certain other terms of the loan assets without the consent of the administrative agent that will either result in subordination of the loan asset or be materially adverse to the lenders.
The Encina Credit Facility requires certain minimum drawn amounts. For the period beginning on the closing date and ended April 4, 2022, the minimum funding amount was $12.5 million. For the period beginning on April 5, 2022 through maturity, the minimum funding amount is the greater of $25.0 million and 50% of the Facility Amount in effect from time to time.
Collateral.Collateral. The Encina Credit Facility is secured by substantially all of the assets of SIF II and pledged to the Company (other than assets held by our SBIC subsidiary) and includes the subordinated notes (“CLO Notes”) issued by Saratoga CLO and the Company’s rightslender under the CLO Management Agreement (as defined below).credit facility. SIF II is a wholly owned special purpose entity formed for the purpose of entering into the Encina Credit Facility.
Interest Rate and Fees.Under the Encina Credit Facility, funds arewere borrowed from or through certain lenders at the greater of the prevailing LIBOR rate and 1.00%0.75%, plus an applicable margin of 4.75%4.00%. AtThe Credit Agreement includes benchmark replacement provisions which permit the Company’s option, funds may be borrowed based on an alternative base rate, which in no event will be less than 2.00%,Administrative Agent and the applicable margin over such alternative baseborrower to select a replacement rate is 3.75%.upon the unavailability of LIBOR. In addition, the Company payswe pay the lenders a commitment fee of 0.75% per year (or 0.50% if the ratio of advances outstanding to aggregate commitments is greater than or equal to 50%) on the unused amount of the Encina Credit Facility for the duration of the Revolving Period (defined below).term of the Encina Credit Facility. Accrued interest and commitment fees are payable monthly. The Company wasmonthly in arrears. We were also obligated to pay certain other fees to the lenders in connection with the closing of the Encina Credit Facility.
Revolving Period and Maturity Date. The Company may make and repay borrowings under the Credit Facility for a period of three years following the closing of the Credit Facility (the “Revolving Period”). The Revolving Period may be terminated at an earlier time by the Company or, upon the occurrence of an event of default, by action of the lenders or automatically. All borrowings and other amounts payable under the Credit Facility are due and payable in full five years after the end of the Revolving Period.
Collateral Tests.Tests. It is a condition precedent to any borrowing under the Encina Credit Facility that the principal amount outstanding under the Encina Credit Facility, after giving effect to the proposed borrowings, not exceed the lesser of the Borrowing Base or the Facility Amount (the “Borrowing Base Test”). In addition to satisfying the Borrowing Base Test, the following tests must also be satisfied (together with Borrowing Base Test, the “Collateral Tests”):
| Interest Coverage Ratio.The ratio (expressed as a percentage) of interest collections with respect to pledged loan assets, less certain fees and expenses relating to the Encina Credit Facility, to accrued interest and commitment fees |
| Overcollateralization Ratio.The ratio (expressed as a percentage) of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets plus the fair value of certain ineligible pledged loan assets |
The Encina Credit Facility also requiresmay require payment of outstanding borrowings or replacement of pledged loan assets upon the Company’sour breach of itsour representation and warranty that pledged loan assets included in the Borrowing Base are “eligible” loan assets. Such payments or replacements must equalineligible collateral loans will be excluded from the lowercalculation of the amount by which the Borrowing Base is overstatedand may lead to a Borrowing Base Deficiency, which may be cured by effecting one or more (or any combination thereof) of the following actions: (A) deposit into or credit to the collection account cash and eligible investments, (B) repay outstanding borrowings (together with certain costs and expenses), (C) sell or substitute loan assets in accordance with the Encina Credit Facility, or (D) pledge additional loan assets as a result of such breach or any deficiency under the Collateral Tests at the time of repayment or replacement.collateral. Compliance with the Collateral Tests is also a condition to the discretionary sale of pledged loan assets by the Company.us.
Priority of Payments.Payments During the Revolving Period, the. The priority of payments provisions of the Encina Credit Facility require, after payment of specified fees and expenses, and any necessary funding of the Unfunded Exposure Account, that collections of principalinterest from the loan assets and, to the extent that these are insufficient, collections of interestprincipal from the loan assets, be applied on each payment date to payment of outstanding borrowings if the Borrowing Base Test, the Overcollateralization Ratio and the Interest Coverage Ratio would not otherwise be met. Similarly, following termination of the Revolving Period, collections of interest are required to be applied, after payment of certain fees and expenses, to cure any deficiencies in the Borrowing Base Test, the Interest Coverage Ratio and the Overcollateralization Ratio as of the relevant payment date.
Reserve Account.The Credit Facility requires the Company to set aside an amount equal to the sum of accrued interest, commitment fees and administrative agent fees due and payable on the next succeeding three payment dates (or corresponding to three payment periods). If for any monthly period during which fees and other payments accrue, the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets which do not pay cash interest at least quarterly exceeds 15.0% of the aggregate Adjusted Borrowing Value of “eligible” pledged loan assets, the Company is required to set aside such interest and fees due and payable on the next succeeding six payment dates. Amounts in the reserve account can be applied solely to the payment of administrative agent fees, commitment fees, accrued and unpaid interest and any breakage costs payable to the lenders.
Unfunded Exposure Account. With respect to revolver or delayed draw loan assets, the Company is required to set aside in a designated account (the “Unfunded Exposure Account”) 100.0% of its outstanding and undrawn funding commitments with respect to such loan assets. The Unfunded Exposure Account is funded at the time the Company acquires a revolver or delayed draw loan asset and requests a related borrowing under the Credit Facility. The Unfunded Exposure Account is funded through a combination of proceeds of the requested borrowing and other Company funds, and if for any reason such amounts are insufficient, through application of the priority of payment provisions described above.
Operating Expenses.Expenses. The priority of payments provision of the Encina Credit Facility provides for the payment of certain of our operating expenses of the Company out of collections on principal and interest during the Revolving Period and out of collections on interest following the termination of the Revolving Periodand principal in accordance with the priority established in such provision. The operating expenses payable pursuant to the priority of payment provisions is limited to $350,000 for each monthly payment date or $2.5 million for the immediately preceding period of twelve consecutive monthly payment dates. This ceiling can be increased by the lesser of 5.0% or the percentage increase in the fair market value of all the Company’s assets only on the first monthly payment date to occur after each one-year anniversary following the closing of the Credit Facility. Upon the occurrence of a Manager Event (described below), the consent of the administrative agent is required in order to pay operating expenses through the priority of payments provision.$200,000 per annum.
Covenants; Representations and Warranties; Events of Default.Default. The Credit FacilityAgreement contains certain negative covenants, customary representations and warranties, and affirmative covenants, negative covenants and events of default. The Credit FacilityAgreement does not contain grace periods for breach by the Companyus of any negative covenants or of certain of the affirmative covenants, including, without limitation, those related to preservation of the existence negative pledge, change of name or jurisdiction and separate legal entity statusseparateness of the Company covenants and certain other customary covenants.Company. Other events of default under the Credit FacilityAgreement include, among other things, the following:
| o | Our failure to maintain an Interest Coverage Ratio of less than 175%; |
| o | Our failure of the Company to maintain an Overcollateralization Ratio of less than 200%; |
| o | the filing of certain ERISA or tax liens on our assets or the Equityholder; |
| o | failure by Specified Holders to collectively, directly or indirectly, own and control at least 51% of the outstanding equity interests of Saratoga Investment Advisor, or (y) possess the right to elect (through contract, ownership of voting securities or otherwise) at all times a majority of the board of directors (or similar governing body) of Saratoga Investment Advisor and to direct the management policies and decisions of Saratoga Investment Advisor, or (ii) the dissolution, termination or liquidation in whole or in part, transfer or other disposition, in each case, of all or substantially all of the assets of, Saratoga Investment Advisor; |
| o | indictment or conviction of Saratoga Investment Advisors or any “key person” for a felony offense, or any fraud, embezzlement or misappropriation of funds by Saratoga Investment Advisors or any “key person” and, in the case of “key persons,” without a reputable, experienced individual reasonably satisfactory to Encina Lender Finance appointed to replace such key person within 30 days; |
| o | resignation, termination, disability or death of a “key person” or failure of any “key person” to provide active participation in Saratoga Investment Advisors’ daily activities, all without a reputable, experienced individual reasonably satisfactory to Encina Lender Finance appointed within 30 days. |
Conditions to Acquisitions and Pledges of Loan Assets. The Credit Facility imposes certain additional conditions to the acquisition and pledge of additional loan assets. Among other things, the Company may not acquire additional loan assets without the prior written consent of the administrative agent until such time that the administrative agent indicates in writing its satisfaction with Saratoga Investment Advisors’ policies, personnel and processes relating to the loan assets.
Fees and Expenses.Expenses The Company. We paid certain fees and reimbursed Madison Capital FundingEncina Lender Finance, LLC for the aggregate amount of all documented, out-of-pocket costs and expenses, including the reasonable fees and expenses of lawyers, incurred by Madison Capital FundingEncina Lender Finance, LLC in connection with the Encina Credit Facility and the carrying out of any and all acts contemplated thereunder up to and as of the date of closing of the stock purchase transaction with Saratoga Investment Advisors and certain of its affiliates.closing. These amounts totaled $2.0$1.4 million.
On February 24, 2012, we amended our senior secured revolving credit facility with Madison Capital Funding LLC to, among other things:
On September 17, 2014,January 27, 2023, we entered into a second amendment to the Revolving Facility with Madison Capital Funding LLC to, among other things:
On May 18, 2017, we entered into a thirdfirst amendment to the Credit Facility with Madison Capital Funding LLCAgreement to, among other things:
| ● | increase the borrowings available under the Encina Credit Facility from up to $50.0 million to up to $65.0 million; |
| ● | change the underlying benchmark used to compute interest under the Credit Agreement from LIBOR to Term SOFR for a one-month tenor plus a 0.10% credit spread adjustment; |
| ● | increase the applicable effective margin rate on borrowings from 4.00% to 4.25%; |
| ● | extend the revolving period from October 4, 2024 to January 27, 2026; |
| ● | extend the period during which the borrower may request one or more increases in the borrowings available under the Encina Credit Facility (each such increase, a “Facility Increase”) from October 4, 2023 to January 27, 2025, and increased the maximum borrowings available pursuant to such Facility Increase from $75.0 million to $150.0 million; |
| ● | revise the eligibility criteria for eligible collateral loans to exclude certain industries in which an obligor or related guarantor may be involved; and |
| ● | amend the provisions permitting the borrower to request an extension in the Commitment Termination Date (as defined in the Credit Agreement) to allow requests to extend any applicable Commitment Termination Date, rather than a one-time request to extend the original Commitment Termination Date, subject to a notice requirement. |
As of November 30, 2017,2023, we had $1.0$35.0 million of outstanding borrowings under the Credit Facility and $134.7$205.0 million of SBA-guaranteed debentures outstanding (which are discussed below). As of February 28, 2017, we had no outstanding borrowings under the Credit Facility and $112.7 million SBA-guaranteed debentures outstanding. Our borrowing base under the Credit Facility at November 30, 2017 and February 28, 2017 was $31.8 million and $24.7 million, respectively.
Our asset coverage ratio, as defined in the 1940 Act, was 284.0% as of November 30, 2017 and 271.0% as of February 28, 2017.
SBA-guaranteed debentures
In addition, we, through a wholly-owned subsidiary,three wholly owned subsidiaries, sought and obtained a licenselicenses from the SBA to operate an SBIC. In this regard, our wholly owned subsidiaries, SBIC LP, SBIC II LP, and SBIC III LP, received an SBIC license from the SBA on March 28, 2012, our wholly-owned subsidiary, Saratoga Investment Corp. SBIC, LP, received a license fromAugust 14, 2019, and September 29, 2022, respectively. With all its debentures repaid to the SBA, to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958.LP’s license was surrendered on January 3, 2023. SBICs are designated to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses.
The SBIC license allows our SBIC subsidiarySubsidiaries to obtain leverage by issuing SBA-guaranteed debentures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a ten yearten-year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis at a market-driven spread over U.S. Treasury Notes with 10-year maturities.
The SBIC Subsidiaries are regulated by the SBA. SBA regulations currently limit the amount that our SBIC subsidiarySubsidiaries may borrow to a maximum of $150.0$175.0 million of SBA debentures when it has at least $75.0$87.5 million in regulatory capital, receives a capital commitmentsubject to the SBA’s approval. Under current SBIC regulations, for two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. Our wholly owned SBIC Subsidiaries are able to borrow funds from the SBA against regulatory capital (which generally approximates equity capital in the respective SBIC) and has been through anis subject to customary regulatory requirements, including, but not limited to, periodic examination by the SBA subsequent to licensing. As of November 30, 2017, our SBIC subsidiary had $75.0 million in regulatory capital and $134.7 million SBA-guaranteed debentures outstanding.SBA.
We received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiarySubsidiaries guaranteed by the SBA from the definition of senior securities in the 200.0% asset coverage test under the 1940 Act. This allows us increased flexibility under the 200.0% asset coverage test by permitting us to borrow up to $150.0$350.0 million more than we would otherwise be able to absent the receipt of this exemptive relief.
On April 2, 2015,16, 2018, as permitted by the SBA issuedSmall Business Credit Availability Act, which was signed into law on March 23, 2018, our board of directors, including a “green light” letter inviting the Company to continue our application process to obtain a license to form and operate its second SBIC subsidiary. On September 27, 2016, the SBA informed us that as part of their continued reviewmajority of our application forindependent directors, approved of our becoming subject to a second license,minimum asset coverage ratio of 150% from 200% under Sections 18(a)(1) and 18(a)(2) of the Investment Company Act, as amended. The 150% asset coverage ratio became effective on April 16, 2019.
As of November 30, 2023 SBIC LP had $75.0 million in order to ensure that they were reviewing the most current information available, we would need to update all previously submitted materialsregulatory capital and invited us to reapply. As a result of this request, with which we are$0.0 million in the process of complying, the existing “green light” letter that the SBA issued to us has expired. If approved in the future, a second SBIC license would provide us an incremental source of long-term capital by permitting us to issue up to $150.0 million of additional SBA-guaranteed debentures outstanding, SBIC II LP had $87.5 million in addition to the $150.0regulatory capital and $175.0 million already approved under the first license.in SBA-guaranteed debentures outstanding and SBIC III LP had $66.7 million in regulatory capital and $30.0 million in SBA-guaranteed debentures outstanding.
Unsecured notes
In May 2013,
7.25% 2025 Notes
On June 24, 2020, we issued $48.3$37.5 million in aggregate principal amount of 7.25% fixed-rate notes due 2025 (the “7.25% 2025 Notes”) for net proceeds of $36.3 million after deducting underwriting commissions of approximately $1.2 million. Offering costs incurred were approximately $0.3 million. On July 6, 2020, the underwriters exercised their option in full to purchase an additional $5.625 million in aggregate principal amount of its 7.25% 2025 Notes. Net proceeds were $5.4 million after deducting underwriting commissions of approximately $0.2 million. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.6 million related to the 7.25% 2025 Notes have been capitalized and were amortized over the term of the 7.25% 2025 Notes.
On July 14, 2022, we redeemed $43.1 million in aggregate principal amount of the issued and outstanding 7.25% 2025 Notes. The 7.25% 2025 Notes were listed on the NYSE under the trading symbol of “SAK” and have been delisted following the full redemption on July 14, 2022.
7.75% 2025 Notes
On July 9, 2020, we issued $5.0 million in aggregate principal amount of our 2020 Notes7.75% fixed-rate notes due in 2025 (the “7.75% 2025 Notes”) for net proceeds of $46.1$4.8 million after deducting underwriting commissions of $1.9 million and offeringapproximately $0.2 million. Offering costs of $0.3incurred were approximately $0.1 million. The proceeds included the underwriters’ full exercise of their overallotment option. Interest on these 2020the 7.75% 2025 Notes is paid quarterly in arrears on February 15,28, May 15,31, August 1531 and November 15,30, at a rate of 7.50%7.75% per year, beginning August 15, 2013.year. The 20207.75% 2025 Notes mature on May 31, 2020July 9, 2025 and since May 31, 2016, may be redeemed in whole or in part at any time or from time to time at our option. In connectionoption, subject to a fee depending on the date of repayment. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.3 million related to the issuance7.75% 2025 Notes have been capitalized and are being amortized over the term of the 2020 Notes, we agreed to the following covenants for the period of time during which the 2020Notes. The 7.75% 2025 Notes are outstanding:not listed and have a par value of $25.00 per note.
At November 30, 2023, the total 7.75% 2025 Notes outstanding was $5.0 million.
6.25% 2027 Notes
On December 29, 2020, we will not violate (whether or not we are subject to) Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, but giving effect to any exemptive relief granted to us by the SEC. Currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as definedissued $5.0 million in the 1940 Act, equals at least 200.0% after such borrowings.
The 2020 Notes weremay be redeemed in full on January 13, 2017 and are no longer listed on the NYSE.
On May 29, 2015, we entered into a Debt Distribution Agreement with Ladenburg Thalmann & Co. through which we may offer for sale,whole or in part at any time or from time to time upat our option, on or after December 29, 2024. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.1 million related to $20.0the 6.25% 2027 Notes have been capitalized and are being amortized over the term of the Notes.
On January 28, 2021, we issued an additional $10.0 million in aggregate principal amount of the 2020 Notes through an ATM offering. As of November 30, 2017, the Company sold 539,725 bonds with a principal of $13,493,125 at an average price of $25.31 for aggregate net proceeds of $13,385,766 (net of transaction costs).
On December 21, 2016, we issued $74.5 million in aggregate principal amount of our 2023Second 6.25% 2027 Notes for net proceeds of $71.7$9.7 million after deducting underwriting commissions of approximately $2.3$0.3 million (the “Additional 6.25% 2027 Notes”). The Additional 6.25% 2027 Notes are treated as a single series with the existing 6.25% 2027 Notes under the indenture and offeringhave the same terms as the existing 6.25% 2027 Notes. Offering costs ofincurred were approximately $0.5$0.1 million. The issuance included the exercise of substantially all of the underwriters’ option to purchase an additional $9.8 million aggregate principal amount of 2023 Notes within 30 days. Interest on the 20236.25% 2027 Notes is paid quarterly in arrears on March 15, June 15, September 15February 28, May 31, August 31 and December 15,November 30, at a rate of 6.75%6.25% per year, beginning March 30, 2017.year. The 20236.25% 2027 Notes mature on December 30, 2023,January 28, 2027 and commencing December 21, 2019,January 28, 2023, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $0.4 million related to repaythe 6.25% 2027 Notes have been capitalized and are being amortized over the term of the 6.25% 2027 Notes. The 6.25% 2027 Notes are not listed and have a par value of $25.00 per note.
At November 30, 2023, the total 6.25% 2027 Notes outstanding was $15.0 million.
4.375% 2026 Notes
On March 10, 2021, we issued $50.0 million in aggregate principal amount of the 4.375% fixed-rate notes due in 2026 (the “4.375% 2026 Notes”) for net proceeds of $49.0 million after deducting underwriting commissions of approximately $1.0 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.375% 2026 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.375% per year. The 4.375% 2026 Notes mature on February 28, 2026 and may be redeemed in whole or in part at any time on or after November 28, 2025 at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.2 million related to the 4.375% 2026 Notes have been capitalized and are being amortized over the term of the 4.375% 2026Notes.
On July 15, 2021, we issued an additional $125.0 million in aggregate principal amount of the 4.375% 2026 Notes (the “Additional 4.375% 2026 Notes”) for net proceeds for approximately $123.8 million, based on the public offering price of 101.00% of the aggregate principal amount of the Additional 4.375% 2026 Notes, after deducting the underwriting commissions of $2.5 million. Offering costs incurred were approximately $0.2 million. The net proceeds from the offering were used to redeem all of the outstanding indebtedness under the 2020 Notes on January 13, 2017, which amounts to $61.8 million,6.25% fixed rate notes due 2025, and for general corporate purposes in accordance with our investment objective and strategies. The 2020Additional 4.375% 2026 Notes are treated as a single series with the existing 4.375% 2026 Notes under the indenture and have the same terms as the existing 4.375% 2026 Notes.
At November 30, 2023, the total 4.375% 2026 Notes outstanding was $175.0 million.
4.35% 2027 Notes
On January 19, 2022, we issued $75.0 million in aggregate principal amount of our 4.35% fixed-rate Notes due in 2027 (the “4.35% 2027 Notes”) for net proceeds of $73.0 million, based on the public offering price of 99.317% of the aggregate principal amount of the 4.35% 2027 Notes, after deducting the underwriting commissions of approximately $1.5 million. Offering costs incurred were approximately $0.3 million. Interest on the 4.35% 2027 Notes is paid semi-annually in arrears on February 28 and August 28, at a rate of 4.35% per year, beginning August 28, 2022. The 4.35% 2027 Notes mature on February 28, 2027 and may be redeemed in fullwhole or in part at our option at any time prior to November 28, 2026, at par plus a “make-whole” premium, and thereafter at par. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.8 million related to the 4.35% 2027 Notes have been capitalized and are being amortized over the term of the 4.35% 2027 Notes.
At November 30, 2023 the total 4.35% 2027 Notes outstanding was $75.0 million.
6.00% 2027 Notes
On April 27, 2022, we issued $87.5 million in aggregate principal amount of 6.00% fixed-rate notes due 2027 (the “6.00% 2027 Notes”) for net proceeds of $84.8 million after deducting underwriting commissions of approximately $2.7 million. Offering costs incurred were approximately $0.1 million. On May 10, 2022, the underwriters partially exercised their option to purchase an additional $10.0 million in aggregate principal amount of the 6.00% 2027 Notes. Net proceeds were $9.7 million after deducting underwriting commissions of approximately $0.3 million. Interest on January 13, 2017.the 6.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 6.00% per year. The 20236.00% 2027 Notes mature on April 30, 2027 and commencing April 27, 2024, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $3.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes. The 6.00% 2027 Notes are listed on the NYSE under the trading symbol “SAB”“SAT” with a par value of $25.00 per share. In connectionnote.
On August 15, 2022, we issued an additional $8.0 million in aggregate principal amount of the 6.00% 2027 Notes (the “Additional 6.00% 2027 Notes”) for net proceeds of $7.8 million, based on the public offering price of 97.80% of the aggregate principal amount of the 6.00% 2027 Notes. Additional offering costs incurred were approximately $0.2 million. The Additional 6.00% 2027 Notes are treated as a single series with the issuanceexisting 6.00% 2027 Notes under the indenture and have the same terms as the existing 6.00% 2027 Notes. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Additional financing costs of $0.3 million related to the 6.00% 2027 Notes have been capitalized and are being amortized over the term of the 6.00% 2027 Notes.
At November 30, 2023 the total 6.00% 2027 Notes outstanding was $105.5 million.
7.00% 2025 Notes
On September 8, 2022, we agreed toissued $12.0 million in aggregate principal amount of 7.00% fixed-rate notes due 2025 (the “7.00% 2025 Notes”) for net proceeds of $11.6 million after deducting underwriting discounts of approximately $0.4 million. Additional offering costs incurred were approximately $0.05 million. Interest on the following covenants for the period7.00% 2025 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of time during which the notes are outstanding:
At November 30, 20172023 the total 7.00% 2025 Notes outstanding was $12.0 million.
8.00% 2027 Notes
On October 27, 2022, we issued $40.0 million in aggregate principal amount of our 8.00% fixed-rate notes due 2027 (the “8.00% 2027 Notes”) for net proceeds of $38.7 million after deducting underwriting commissions of approximately $1.3 million. Offering costs incurred were approximately $0.1 million. On November 10, 2022, the underwriters partially exercised their option to purchase an additional $6.0 million in aggregate principal amount of the 8.00% 2027 Notes. Net proceeds were $5.8 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.00% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.00% per year. The 8.00% 2027 Notes mature on October 31, 2027 and commencing October 27, 2024, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from the offering were used for general corporate purposes in accordance with our investment objective and strategies. Financing costs of $1.7 million related to the 8.00% 2027 Notes have been capitalized and are being amortized over the term of the 8.00% 2027 Notes. The 8.00% 2027 Notes are listed on the NYSE under the trading symbol “SAJ” with a par value of $25.00 per note.
At November 30, 2023 the total 8.00% 2027 Notes outstanding was $46.0 million.
8.125% 2027 Notes
On December 13, 2022, we issued $52.5 million in aggregate principal amount of 8.125% fixed-rate notes due 2027 (the “8.125% 2027 Notes”) for net proceeds of $50.8 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.1 million. On December 21, 2022, the underwriters fully exercised their option to purchase an additional $7.875 million in aggregate principal amount of the 8.125% 2027 Notes. Net proceeds were $7.6 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.125% 2027 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.125% per year, beginning February 28, 2023. The 8.125% 2027 Notes mature on December 31, 2027 and commencing December 13, 2024, may be redeemed in whole or in part at any time or from time to time at our option. The net proceeds from this offering were used to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and for general corporate purposes. Financing costs of $2.0 million related to the 8.125% 2027 Notes have been capitalized and are being amortized over the term of the 8.125% 2027 Notes. The 8.125% 2027 Notes are listed on the NYSE under the trading symbol “SAY” with a par value of $25.00 per note.
At November 30, 2023, the total 8.125% 2027 Notes outstanding was $60.4 million.
8.75% 2024 Notes
On March 31, 2023, we issued $10.0 million in aggregate principal amount of 8.75% fixed-rate notes due 2024 (the “8.75% 2024 Notes”) for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. On May 1, 2023, we issued an additional $10.0 million in aggregate principal amount of the 8.75% 2024 Notes for net proceeds of $9.7 million after deducting underwriting discounts of approximately $0.4 million. Offering costs incurred were approximately $0.03 million. Interest on the 8.75% 2024 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.75% per year. The 8.75% 2024 Notes mature on March 31, 2024. Net proceeds from this offering were used to make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and general corporate purposes. Financing costs and discounts of $0.7 million related to the 8.75% 2024 Notes have been capitalized and are being amortized over the term of the 8.75% 2024 Notes.
At November 30, 2023, the total 8.75% 2024 Notes outstanding was $20.0 million.
8.50% 2028 Notes
On April 14, 2023, we issued $50.0 million in aggregate principal amount of 8.50% fixed-rate notes due 2028 (the “8.50% 2028 Notes”) for net proceeds of $48.4 million after deducting underwriting commissions of approximately $1.6 million. Offering costs incurred were approximately $0.03 million. On April 26, 2023, the underwriters fully exercised their option to purchase an additional $7.5 million in aggregate principal amount of the 8.50% 2028 Notes. Net proceeds were $7.3 million after deducting underwriting commissions of approximately $0.2 million. Interest on the 8.50% 2028 Notes is paid quarterly in arrears on February 28, May 31, August 31 and November 30, at a rate of 8.50% per year. The 8.50% 2028 Notes mature on April 15, 2028, and commencing April 14, 2025, may be redeemed in whole or in part at any time or from time to time at our option. Net proceeds from this offering were used to repay a portion of the outstanding indebtedness under the Encina Credit Facility, make investments in middle-market companies (including investments made through our SBIC Subsidiaries) in accordance with our investment objective and strategies and for general corporate purposes. Financing costs of $2.0 million related to the 8.50% 2028 Notes have been capitalized and are being amortized over the term of the 8.50% 2028 Notes. The 8.50% 2028 Notes are listed on the NYSE under the trading symbol “SAZ” with a par value of $25.00 per note.
At November 30, 2023, the total 8.50% 2028 Notes outstanding was $57.5 million.
At November 30, 2023 and February 28, 2017,2023, the fair value of investments, cash and cash equivalents and cash and cash equivalents, reserve accounts were as follows:
| November 30, 2023 | February 28, 2023 | |||||||||||||||
| Fair Value | Percentage of Total | Fair Value | Percentage of Total | |||||||||||||
| ($ in thousands) | ||||||||||||||||
| Cash and cash equivalents | $ | 21,387 | 1.9 | % | $ | 65,746 | 6.2 | % | ||||||||
| Cash and cash equivalents, reserve accounts | 25,640 | 2.2 | 30,330 | 2.8 | ||||||||||||
| First lien term loans | 959,892 | 82.7 | 798,534 | 74.7 | ||||||||||||
| Second lien term loans | 14,873 | 1.3 | 14,936 | 1.4 | ||||||||||||
| Unsecured term loans | 17,619 | 1.5 | 41,362 | 3.9 | ||||||||||||
| Structured finance securities | 29,387 | 2.5 | 20,661 | 1.9 | ||||||||||||
| Equity interests | 92,268 | 7.9 | 97,097 | 9.1 | ||||||||||||
| Total | $ | 1,161,066 | 100.0 | % | $ | 1,068,666 | 100.0 | % | ||||||||
Cash and cash equivalents Cash and cash equivalents, reserve accounts Syndicated loans First lien term loans Second lien term loans Structured finance securities Equity interests Total At November 30, 2017 At February 28, 2017 Fair
Value Percentage
of
Total Fair
Value Percentage
of
Total ($ in thousands) $ 680 0.2 % $ 9,307 3.0 % 8,038 2.3 12,781 4.1 9,001 2.6 9,823 3.1 185,661 53.4 159,097 50.5 99,427 28.6 87,750 27.9 16,313 4.7 15,450 4.9 28,436 8.2 20,541 6.5 $ 347,556 100.0 % $ 314,749 100.0 %
Equity Capital Activities
Share Repurchases
On September 24, 2014, we announced the approval of the Share Repurchase Plan. Since September 24, 2014, the Share Repurchase Plan has been extended annually, and we have periodically increased the amount of shares of common stock that may be purchased under the Share Repurchase Plan. Most recently, on January 9, 2023, our board of directors extended the Share Repurchase Plan for another year to January 15, 2024, increasing the number of shares that may be repurchased under the Share Repurchase Plan to 1.7 million shares of common stock. As of November 30, 2023, we had purchased 1,035,203 shares of common stock, at the average price of $22.05 for approximately $22.8 million pursuant to the Share Repurchase Plan. During the three months ended November 30, 2023, we did not purchase any shares pursuant to the Share Repurchase Plan. During the nine months ended November 30, 2023, we purchased 88,576 shares of common stock, at the average price $24.36 for approximately $2.2 million pursuant to the Share Repurchase Plan.
Public Equity Offering
On July 13, 2018, we issued 1,150,000 shares of common stock priced at $25.00 per share (par value $0.001 per share) at an aggregate total of $28.75 million. The net proceeds, after deducting underwriting commissions of $1.15 million and offering costs of approximately $0.2 million, amounted to approximately $27.4 million. We also granted the underwriters a 30-day option to purchase up to an additional 172,500 shares of common stock, which was not exercised.
Equity ATM Program
On March 16, 2017, we entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., through which we may offer for sale, from time to time, up to $30.0 million of our common stock through an ATM offering. AsSubsequent to this, we amended our equity distribution agreement to add BB&T Capital Markets and B. Riley FBR, Inc. as sales agents in our ATM offering. On July 11, 2019, the amount of November 30, 2017, the Companycommon stock to be offered was increased to $70.0 million, and on October 8, 2019, the amount of the common stock to be offered was increased to $130.0 million. This agreement was terminated as of July 29, 2021, and as of that date, we had sold 266,1133,922,018 shares for gross proceeds of $6.0$97.1 million at an average price of $22.49$24.77 for aggregate net proceeds of $5.9$95.9 million (net of transaction costs).
On September 24, 2014,July 30, 2021, we announced the approval ofentered into an open market share repurchase plan that allows itequity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. and Compass Point Research and Trading, LLC, each as agents (the “Agents”), through which we may offer for sale, from time to repurchasetime, up to 200,000$150.0 million of our common stock through the Agents, or to them, as principal for their account (the “ATM Program”).
On July 6, 2023, we amended the Equity Distribution Agreement to increase the maximum amount of shares of our common stock at prices below our NAV as reported in its then most recently published consolidated financial statements, which was subsequently increased to 400,000 sharesbe sold through the ATM Program to $300.0 million from $150.0 million, and on July 19, 2023, we amended the Equity Distribution Agreement to add an additional distribution agent, Raymond James & Associates. The sales price per share of our common stock. On October 5, 2016, our board of directors extendedstock offered under the open marketATM Program, less the Agents’ commission, will not be less than the NAV per share repurchase plan for another year to October 15, 2017 and increased the number of shares we are permitted to repurchase at prices below our NAV, as reported in its then most recently published consolidated financial statements, to 600,000 shares of our common stock. On October 10, 2017,stock at the Company’s boardtime of directors extendedsuch sale. Consistent with the open market share repurchase plan for another yearterms of the ATM Program, the Manager may, from time to October 15, 2018, leavingtime and in its sole discretion, contribute proceeds necessary to ensure that no sales are made at a price below the number of shares unchanged at 600,000 shares of its common stock. then-current NAV per share.
As of November 30, 2017,2023, we purchased 218,491sold 6,042,773 shares for gross proceeds of common stock,$158.3 million at thean average price of $16.87$26.20 for approximately $3.7aggregate net proceeds of $156.8 million pursuant(net of transaction costs). During the three months ended November 30, 2023, we sold 350,000 shares for gross proceeds of $10.0 million at an average price of $28.48 for aggregate net proceeds of $10.0 million (net of transaction costs). During the nine months ended November 30, 2023, we sold 1,202,412 shares for gross proceeds of $34.3 million at an average price of $28.54 for aggregate net proceeds of $34.3 million (net of transaction costs). The Manager agreed to this repurchase plan.
On November 29, 2017, our board of directors declared a dividend of $0.49reimburse the Company to the extent the per share payable on December 27, 2017, to common stockholders of record on December 15, 2017. Shareholders had the option to receive paymentprice of the dividendshares to the public, less underwriting fees, was less than net asset value per share. For the three months ended November 30, 2023, the Manager reimbursed the Company $1.0 million. For the nine months ended November 30, 2023, the Manager reimbursed the Company $3.1 million.
Dividend Distributions
We have distributed or intend to distribute sufficient dividends to eliminate taxable income for our completed tax years. If we fail to satisfy the 90% distribution requirement or otherwise fail to qualify as a RIC in cash, or receive sharesany tax year, we would be subject to tax in that year on all of common stock, pursuantour taxable income, regardless of whether we made any distributions to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 25,435 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.14 per share, which equaled the volume weighted average trading price per share of the common stock on December 13, 14, 15, 18, 19, 20, 21, 22, 26 and 27, 2017.
On August 28, 2017, our board of directors declared a dividend of $0.48 per share payable on September 26, 2017, to common stockholders of record on September 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.19 per share, which equaled the volume weighted average trading price per share of the common stock on September 13, 14, 15, 18, 19, 20, 21, 22, 25 and 26, 2017.
On May 30, 2017, our board of directors declared a dividend of $0.47 per share which was paid on June 27, 2017, to common stockholders of record on June 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.04 per share, which equaled the volume weighted average trading price per share of the common stock on June 14, 15, 16, 19, 20, 21, 22, 23, 26 and 27, 2017.
On February 28, 2017, our board of directors declared a dividend of $0.46 per share, which was paid on March 28, 2017, to common stockholders of record as of March 15, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.38 per share, which equaled the volume weighted average trading price per share of the common stock on March 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2017.
On January 12, 2017, our board of directors declared a dividend of $0.45 per share, which was paid on February 9, 2017, to common stockholders of record as of January 31, 2017. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.6 million in cash and 50,453 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.25 per share, which equaled the volume weighted average trading price per share of the common stock on January 27, 30, 31 and February 1, 2, 3, 6, 7, 8 and 9, 2017.
On October 5, 2016, our board of directors declared a dividend of $0.44 per share, which was paid on November 9, 2016, to common stockholders of record as of October 31, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.12 per share, which equaled the volume weighted average trading price per share of the common stock on October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016.
On August 8, 2016, our board of directors declared a special dividend of $0.20 per share, which was paid on September 5, 2016, to common stockholders of record as of August 24, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.06 per share, which equaled the volume weighted average trading price per share of the common stock on August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016.
On July 7, 2016, our board of directors declared a dividend of $0.43 per share, which was paid on August 9, 2016, to common stockholders of record as of July 29, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.32 per share, which equaled the volume weighted average trading price per share of the common stock on July 27, 28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016.
On March 31, 2016, our board of directors declared a dividend of $0.41 per share, which was paid on April 27, 2016, to common stockholders of record as of April 15, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.43 per share, which equaled the volume weighted average trading price per share of the common stock on April 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016.
On January 12, 2016, our board of directors declared a dividend of $0.40 per share, which was paid on February 29, 2016, to common stockholders of record as of February 1, 2016. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.11 per share, which equaled the volume weighted average trading price per share of the common stock on February 16, 17, 18, 19, 22, 23, 24, 25, 26 and 29, 2016.
On October 7, 2015, our board of directors declared a dividend of $0.36 per share, which was paid on November 30, 2015, to common stockholders of record as of November 2, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.53 per share, which equaled the volume weighted average trading price per share of the common stock on November 16, 17, 18, 19, 20, 23, 24, 25, 27 and 30, 2015.
On July 8, 2015, our board of directors declared a dividend of $0.33 per share, which was paid on August 31, 2015, to common stockholders of record as of August 3, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.28 per share, which equaled the volume weighted average trading price per share of the common stock on August 18, 19, 20, 21, 24, 25, 26, 27, 28 and 31, 2015.
On May 14, 2015, our board of directors declared a special dividend of $1.00 per share, which was paid on June 5, 2015, to common stockholders of record on as of May 26, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.47 per share, which equaled the volume weighted average trading price per share of the common stock on May 22, 26, 27, 28, 29 and June 1, 2, 3, 4, and 5, 2015.
On April 9, 2015, our board of directors declared a dividend of $0.27 per share, which was paid on May 29, 2015, to common stockholders of record as of May 4, 2015. Shareholders had the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.78 per share, which equaled the volume weighted average trading price per share of the common stock on May 15, 18, 19, 20, 21, 22, 26, 27, 28 and 29, 2015.
On September 24, 2014, our board of directors declared a dividend of $0.22 per share, which was paid on February 27, 2015.shareholders. Shareholders have the option to receive payment of the dividend in cash, or receive shares of common stock, pursuant our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.97 per share, which equaled the volume weighted average trading price per share of the common stock on February 13, 17, 18, 19, 20, 23, 24, 25, 26 and 27, 2015.
Also on September 24, 2014, our board of directors declared a dividend of $0.18 per share, which was paid onDRIP. Our distributions from November 28, 2014. Shareholders had the option30, 2023 back to receive payment of the dividend in cash, or receive shares of common stock pursuant to our DRIP. Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and 22,283 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.37 per share, which equaled the volume weighted average trading price per share of the common stock on November 14, 17, 18, 19, 20, 21, 24, 25, 26 and 28, 2014.
On October 30, 2013, our board of directors declared a dividend of $2.65 per share, which was paid on December 27, 2013, to common stockholders of recordinception were as of November 13, 2013. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $2.5 million or $0.53 per share. This dividend was declared in reliance on certain private letter rulings issued by the IRS concluding that a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC subject to a limitation on the aggregate amount of cash to be distributed to all stockholders, which limitation must be at least 20.0% of the aggregate declared distribution.follows:
Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 649,500 shares of common stock, or 13.7% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.439 per share, which equaled the volume weighted average trading price per share of the common stock on December 11, 13, and 16, 2013.
| Payment date | Cash Dividend | |||
| Tax Year Ended February 28, 2024 | ||||
| November 15, 2023 | $ | 0.72 | (44) | |
| September 28, 2023 | 0.71 | (43) | ||
| June 29, 2023 | 0.70 | (42) | ||
| March 30, 2023 | 0.69 | (1) | ||
| $ | 2.92 | |||
| Tax Year Ended February 28, 2023 | ||||
| January 4, 2023 | $ | 0.68 | (2) | |
| September 29, 2022 | 0.54 | (3) | ||
| June 29, 2022 | 0.53 | (4) | ||
| March 28, 2022 | 0.53 | (5) | ||
| $ | 2.28 | |||
| Tax Year Ended February 28, 2022 | ||||
| January 19, 2022 | $ | 0.53 | (6) | |
| September 28, 2021 | 0.52 | (7) | ||
| June 29, 2021 | 0.44 | (8) | ||
| April 22, 2021 | 0.43 | (9) | ||
| $ | 1.92 | |||
| Tax Year Ended February 28, 2021 | ||||
| February 10, 2021 | $ | 0.42 | (10) | |
| November 10, 2020 | 0.41 | (11) | ||
| August 12, 2020 | 0.40 | (12) | ||
| $ | 1.03 | |||
| Tax Year Ended February 29, 2020 | ||||
| February 6, 2020 | $ | 0.56 | (13) | |
| September 26, 2019 | 0.56 | (14) | ||
| June 27, 2019 | 0.55 | (15) | ||
| March 28, 2019 | 0.54 | (16) | ||
| $ | 2.21 | |||
| Tax Year Ended February 28, 2019 | ||||
| January 2, 2019 | $ | 0.53 | (17) | |
| September 27, 2018 | 0.52 | (18) | ||
| June 27, 2018 | 0.51 | (19) | ||
| March 26, 2018 | 0.50 | (20) | ||
| $ | 2.06 | |||
| Tax Year Ended February 28, 2018 | ||||
| December 27, 2017 | $ | 0.49 | (21) | |
| September 26, 2017 | 0.48 | (22) | ||
| June 27, 2017 | 0.47 | (23) | ||
| March 28, 2017 | 0.46 | (24) | ||
| $ | 1.90 | |||
| Tax Year Ended February 28, 2017 | ||||
| February 9, 2017 | $ | 0.45 | (25) | |
| November 9, 2016 | 0.44 | (26) | ||
| September 5, 2016 | 0.20 | (27) | ||
| August 9, 2016 | 0.43 | (28) | ||
| April 27, 2016 | 0.41 | (29) | ||
| $ | 1.93 | |||
| Tax Year Ended February 29, 2016 | ||||
| February 29, 2016 | $ | 0.40 | (30) | |
| November 30, 2015 | 0.36 | (31) | ||
| August 31, 2015 | 0.33 | (32) | ||
| June 5, 2015 | 1.00 | (33) | ||
| May 29. 2015 | 0.27 | (34) | ||
| $ | 2.36 | |||
| Tax Year Ended February 28, 2015 | ||||
| February 27, 2015 | $ | 0.22 | (35) | |
| November 28, 2014 | 0.18 | (36) | ||
| $ | 0.40 | |||
On November 9, 2012, our board of directors declared a dividend of $4.25 per share, which was paid on December 31, 2012, to common stockholders of record as of November 20, 2012. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to approximately $3.3 million or $0.85 per share.
Based on shareholder elections, the dividend consisted of $3.3 million in cash and 853,455 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.444 per share, which equaled the volume weighted average trading price per share of the common stock on December 14, 17 and 19, 2012.
| Payment date | Cash Dividend | |||
| Tax Year Ended February 28. 2014 | ||||
| December 27, 2013 | $ | 2.65 | (37) | |
| $ | 2.65 | |||
| Tax Year Ended February 28, 2013 | ||||
| December 31, 2012 | $ | 4.25 | (38) | |
| $ | 4.25 | |||
| Tax Year Ended February 29, 2012 | ||||
| December 30, 2011 | $ | 3.00 | (39) | |
| $ | 3.00 | |||
| Tax Year Ended February 28, 2011 | ||||
| December 29, 2010 | $ | 4.40 | (40) | |
| $ | 4.40 | |||
| Tax Year Ended February 28, 2010 | ||||
| December 31, 2009 | $ | 18.25 | (41) | |
| $ | 18.25 | |||
On November 15, 2011, our board of directors declared a dividend of $3.00 per share, which was paid on December 30, 2011, to common stockholders of record as of November 25, 2011. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.0 million or $0.60 per share.
| (1) | Based on shareholder elections, the dividend consisted of approximately $7.1 million in cash and 46,818 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.11 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 17, 20, 21, 22, 23, 24, 27, 28, 29, and 30, 2023. |
Based on shareholder elections, the dividend consisted of $2.0 million in cash and 599,584 shares of common stock, or 18.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.117067 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011.
| (2) | Based on shareholder elections, the dividend consisted of approximately $6.8 million in cash and 53,615 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $24.26 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 20, 21, 22, 23, 27, 28, 29 and 30 2022 and January 3 and 4, 2023. |
| (3) | Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 52,313 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $22.00 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 16, 19, 20, 21, 22, 23, 26, 27, 28 and 29, 2022. |
| (4) | Based on shareholder elections, the dividend consisted of approximately $5.1 million in cash and 48,590 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $22.40 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 17, 21, 22, 23, 24, 27, 28 and 29, 2022. |
On November 12, 2010, our board of directors declared a dividend of $4.40 per share to shareholders payable in cash or shares of our common stock, in accordance with the provisions of the IRS Revenue Procedure 2010-12, which allows a publicly-traded regulated investment company to satisfy its distribution requirements with a distribution paid partly in common stock provided that at least 10.0% of the distribution is payable in cash. The dividend was paid on December 29, 2010 to common shareholders of record on November 19, 2010.
| (5) | Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 42,825 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $25.89 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 18, 21, 22, 23, 24, 25 and 28, 2022. |
Based on shareholder elections, the dividend consisted of $1.2 million in cash and 596,235 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 10.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.8049 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2010.
On November 13, 2009, our board of directors declared a dividend of $18.25 per share, which was paid on December 31, 2009, to common stockholders of record as of November 25, 2009. Shareholders had the option to receive payment of the dividend in cash, shares of common stock, or a combination of cash and shares of common stock, provided that the aggregate cash payable to all shareholders was limited to $2.1 million or $0.25 per share.
Based on shareholder elections, the dividend consisted of $2.1 million in cash and 864,872.5 shares of common stock, or 104.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 13.7% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $1.5099 per share, which equaled the volume weighted average trading price per share of the common stock on December 24 and 28, 2009.
| (6) | Based on shareholder elections, the dividend consisted of approximately $5.3 million in cash and 41,520 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $26.85 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 5, 6, 7, 10, 11, 12, 13, 14, 18 and 19, 2022. |
| (7) | Based on shareholder elections, the dividend consisted of approximately $4.9 million in cash and 38,016 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $26.77 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2021. |
| (8) | Based on shareholder elections, the dividend consisted of approximately $4.1 million in cash and 33,100 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $25.03 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 16, 17, 18, 21, 22, 23, 24, 25, 28 and 29, 2021. |
| (9) | Based on shareholder elections, the dividend consisted of approximately $3.9 million in cash and 38,580 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.69 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on April 9,12, 13, 14, 15, 16, 19, 20, 21 and 22, 2021. |
| (10) | Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 41,388 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.75 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on January 28, 29 and February 1, 2, 3, 4, 5, 8, 9 and 10, 2021. |
| (11) | Based on shareholder elections, the dividend consisted of approximately $3.8 million in cash and 45,706 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.63 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on October 28, 29, 30 and November 2, 3, 4, 5, 6, 9 and 10, 2020. |
| (12) | Based on shareholder elections, the dividend consisted of approximately $3.7 million in cash and 47,098 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.45 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 30, 31 and August 3, 4, 5, 6, 7, 10, 11 and 12, 2020. |
| (13) | Based on shareholder elections, the dividend consisted of approximately $5.4 million in cash and 35,682 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $25.44 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on January 24, 27, 28, 29, 30, 31 and February 3, 4, 5 and 6, 2020. |
| (14) | Based on shareholder elections, the dividend consisted of approximately $4.5 million in cash and 34,575 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.34 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 13, 16, 17, 18, 19, 20, 23, 24, 25 and 26, 2019. |
| (15) | Based on shareholder elections, the dividend consisted of approximately $3.6 million in cash and 31,545 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $22.65 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2019. |
| (16) | Based on shareholder elections, the dividend consisted of approximately $3.5 million in cash and 31,240 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.36 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 15, 18, 19, 20, 21, 22, 25, 26, 27 and 28, 2019. |
| (17) | Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 30,796 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $18.88 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 18, 19, 20, 21, 24, 26, 27, 28, 31, 2018 and January 2, 2019. |
| (18) | Based on shareholder elections, the dividend consisted of approximately $3.3 million in cash and 25,862 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $22.35 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 14, 17, 18, 19, 20, 21, 24, 25, 26 and 27, 2018. |
| (19) | Based on shareholder elections, the dividend consisted of approximately $2.7 million in cash and 21,562 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $23.72 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2018. |
| (20) | Based on shareholder elections, the dividend consisted of approximately $2.6 million in cash and 25,354 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $19.91 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 13, 14, 15, 16, 19, 20, 21, 22, 23 and 26, 2018. |
| (21) | Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 25,435 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.14 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on December 13, 14, 15, 18, 19, 20, 21, 22, 26 and 27, 2017. |
| (22) | Based on shareholder elections, the dividend consisted of approximately $2.2 million in cash and 33,551 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.19 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on September 13, 14, 15, 18, 19, 20, 21, 22, 25 and 26, 2017. |
| (23) | Based on shareholder elections, the dividend consisted of approximately $2.3 million in cash and 26,222 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.04 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on June 14, 15, 16, 19, 20, 21, 22, 23, 26 and 27, 2017. |
| (24) | Based on shareholder elections, the dividend consisted of approximately $2.0 million in cash and 29,096 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $21.38 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on March 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 2017. |
| (25) | Based on shareholder elections, the dividend consisted of approximately $1.6 million in cash and 50,453 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $20.25 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on January 27, 30, 31 and February 1, 2, 3, 6, 7, 8 and 9, 2017. |
| (26) | Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,548 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.12 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on October 27, 28, 31 and November 1, 2, 3, 4, 7, 8 and 9, 2016. |
| (27) | Based on shareholder elections, the dividend consisted of approximately $0.7 million in cash and 24,786 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.06 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on August 22, 23, 24, 25, 26, 29, 30, 31 and September 1 and 2, 2016. |
| (28) | Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 58,167 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.32 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on July 27, 28, 29 and August 1, 2, 3, 4, 5, 8 and 9, 2016. |
| (29) | Based on shareholder elections, the dividend consisted of approximately $1.5 million in cash and 56,728 newly issued shares of common stock, or 1.0% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.43 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on April 14, 15, 18, 19, 20, 21, 22, 25, 26 and 27, 2016. |
| (30) | Based on shareholder elections, the dividend consisted of approximately $1.4 million in cash and 66,765 newly issued shares of common stock, or 1.2% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.11 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on February 16, 17, 18, 19, 22, 23, 24, 25, 26 and 29, 2016. |
| (31) | Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 61,029 newly issued shares of common stock, or 1.1% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.53 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on November 16, 17, 18, 19, 20, 23, 24, 25, 27 and 30, 2015. |
| (32) | Based on shareholder elections, the dividend consisted of approximately $1.1 million in cash and 47,861 newly issued shares of common stock, or 0.9% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.28 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on August 18, 19, 20, 21, 24, 25, 26, 27, 28 and 31, 2015. |
| (33) | Based on shareholder elections, the dividend consisted of approximately $3.4 million in cash and 126,230 newly issued shares of common stock, or 2.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.47 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on May 22, 26, 27, 28, 29 and June 1, 2, 3, 4, and 5, 2015. |
| (34) | Based on shareholder elections, the dividend consisted of approximately $0.9 million in cash and 33,766 newly issued shares of common stock, or 0.6% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $16.78 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on May 15, 18, 19, 20, 21, 22, 26, 27, 28 and 29, 2015. |
| (35) | Based on shareholder elections, the dividend consisted of approximately $0.8 million in cash and 26,858 newly issued shares of common stock, or 0.5% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.97 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on February 13, 17, 18, 19, 20, 23, 24, 25, 26 and 27, 2015. |
| (36) | Based on shareholder elections, the dividend consisted of approximately $0.6 million in cash and 22,283 newly issued shares of common stock, or 0.4% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $14.37 per share, which equaled 95.0% of the volume weighted average trading price per share of the common stock on November 14, 17, 18, 19, 20, 21, 24, 25, 26 and 28, 2014. |
| (37) | Based on shareholder elections, the dividend consisted of approximately $2.5 million in cash and 649,500 shares of common stock, or 13.7% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.439 per share, which equaled the volume weighted average trading price per share of the common stock on December 11, 13 and 16, 2013. |
| (38) | Based on shareholder elections, the dividend consisted of $3.3 million in cash and 853,455 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $15.444 per share, which equaled the volume weighted average trading price per share of the common stock on December 14, 17 and 19, 2012. |
| (39) | Based on shareholder elections, the dividend consisted of $2.0 million in cash and 599,584 shares of common stock, or 18.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 20.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $13.117067 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2011. |
| (40) | Based on shareholder elections, the dividend consisted of $1.2 million in cash and 596,235 shares of common stock, or 22.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 10.0% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $17.8049 per share, which equaled the volume weighted average trading price per share of the common stock on December 20, 21 and 22, 2010. |
| (41) | Based on shareholder elections, the dividend consisted of $2.1 million in cash and 864,872.5 shares of common stock, or 104.0% of our outstanding common stock prior to the dividend payment. The amount of cash elected to be received was greater than the cash limit of 13.7% of the aggregate dividend amount, thus resulting in the payment of a combination of cash and stock to shareholders who elected to receive cash. The number of shares of common stock comprising the stock portion was calculated based on a price of $1.5099 per share, which equaled the volume weighted average trading price per share of the common stock on December 24 and 28, 2009. |
| (42) | Based on shareholder elections, the dividend consisted of approximately $7.6 million in cash and 29,628 newly issued shares of common stock, or 0.2% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $25.29 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on June 15, 16, 20, 21, 22, 23, 26, 27, 28, and 29, 2023. |
| (43) | Based on shareholder elections, the dividend consisted of approximately $8.4 million in cash and 35,197 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $24.41 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on September 15, 18, 19, 20, 21, 22, 25, 26, 27, and 28, 2023. |
| (44) | Based on shareholder elections, the dividend consisted of approximately $8.9 million in cash and 37,395 newly issued shares of common stock, or 0.3% of our outstanding common stock prior to the dividend payment. The number of shares of common stock comprising the stock portion was calculated based on a price of $24.47 per share, which equaled 95% of the volume weighted average trading price per share of the common stock on December 14, 15, 18, 19, 20, 21, 22, 26, 27, and 28, 2023. |
We cannot provide any assurance that these measures will provide sufficient sources of liquidity to support our operations and growth.
Our asset coverage ratio, as defined in the 1940 Act, was 159.3% as of November 30, 2023 and 165.9% as of February 28, 2023.
Subsequent Events
The Company has evaluated subsequent events through the filing of this Form 10-Q and determined that there have been no events that have occurred that would require adjustments to the Company’s consolidated financial statements and disclosures in the consolidated financial statements as of and for the quarter ended November 30, 2023.
Contractual obligations
The following table shows our payment obligations for repayment of debt and other contractual obligations at November 30, 2017:2023:
| Payment Due by Period | ||||||||||||||||||||
| Long-Term Debt Obligations | Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | |||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Encina credit facility | $ | 35,000 | $ | - | $ | 35,000 | $ | - | $ | - | ||||||||||
| SBA debentures | 205,000 | - | - | - | 205,000 | |||||||||||||||
| 8.75% 2024 Notes | 20,000 | 20,000 | - | - | - | |||||||||||||||
| 7.00% 2025 Notes | 12,000 | - | 12,000 | - | - | |||||||||||||||
| 7.75% 2025 Notes | 5,000 | - | 5,000 | - | - | |||||||||||||||
| 4.375% 2026 Notes | 175,000 | - | 175,000 | - | - | |||||||||||||||
| 4.35% 2027 Notes | 75,000 | - | - | 75,000 | - | |||||||||||||||
| 6.00% 2027 Notes | 105,500 | - | - | 105,500 | - | |||||||||||||||
| 6.25% 2027 Notes | 15,000 | - | - | 15,000 | - | |||||||||||||||
| 8.00% 2027 Notes | 46,000 | - | - | 46,000 | - | |||||||||||||||
| 8.125% 2027 Notes | 60,375 | - | - | 60,375 | - | |||||||||||||||
| 8.50% 2028 Notes | 57,500 | - | - | 57,500 | - | |||||||||||||||
| Total Long-Term Debt Obligations | $ | 811,375 | $ | 20,000 | $ | 227,000 | $ | 359,375 | $ | 205,000 | ||||||||||
| Payment Due by Period | ||||||||||||||||||||
| Total | Less Than 1 Year | 1 - 3 Years | 3 - 5 Years | More Than 5 Years | ||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
Long-Term Debt Obligations | $ | 210,111 | $ | — | $ | — | $ | — | $ | 210,111 | ||||||||||
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Off-balance sheet arrangements
The Company’s
As of November 30, 2023 and February 28, 2023, our off-balance sheet arrangements consisted of $5.9$128.4 million and $2.0$108.8 million, respectively, of unfunded commitments outstanding to provide debt financing to its portfolio companies or to fund limited partnership interests as of November 30, 2017 and February 28, 2017, respectively.interests. Such commitments are generally up to the Company’sour discretion to approve, or the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’sour consolidated statements of assets and liabilities and are not reflected in the Company’sour consolidated statements of assets and liabilities.
A summary of the composition of the unfunded commitments outstanding as of November 30, 20172023 and February 28, 20172023 is shown in the table below (dollars in thousands):
| November 30, 2023 | February 28, 2023 | |||||||
| At Company’s discretion | ||||||||
| ActiveProspect, Inc. | $ | 10,000 | $ | 10,000 | ||||
| Artemis Wax Corp. | 23,500 | - | ||||||
| Ascend Software, LLC | 5,000 | 5,000 | ||||||
| Granite Comfort, LP | 750 | 15,000 | ||||||
| JDXpert | 5,000 | 5,000 | ||||||
| LFR Chicken LLC | - | 4,000 | ||||||
| Pepper Palace, Inc. | 1,898 | 3,000 | ||||||
| Procurement Partners, LLC | 4,250 | 4,250 | ||||||
| Saratoga Senior Loan Fund I JV, LLC | 8,548 | 8,548 | ||||||
| Sceptre Hospitality Resources, LLC | 5,000 | 5,000 | ||||||
| Stretch Zone Franchising, LLC | 3,750 | - | ||||||
| VetnCare MSO, LLC | 10,000 | - | ||||||
| Total | $ | 77,696 | $ | 59,798 | ||||
| At portfolio company’s discretion - satisfaction of certain financial and nonfinancial covenants required | ||||||||
| Alpha Aesthetics Partners OpCo, LLC | $ | 3,720 | $ | - | ||||
| ARC Health OpCo LLC | 2,585 | 10,773 | ||||||
| Artemis Wax Corp. | - | 8,500 | ||||||
| Ascend Software, LLC | 1,500 | 3,200 | ||||||
| Axero Holdings, LLC - Revolver | 500 | 500 | ||||||
| Axiom Medical Consulting, LLC | 2,000 | - | ||||||
| BQE Software, Inc. | 3,250 | - | ||||||
| C2 Educational Systems | 3,000 | - | ||||||
| Davisware, LLC | 1,500 | - | ||||||
| Exigo, LLC | - | 4,167 | ||||||
| Exigo, LLC - Revolver | 1,042 | 833 | ||||||
| Gen4 Dental Partners Holdings, LLC | 244 | 11,000 | ||||||
| GoReact | 2,500 | 2,500 | ||||||
| JDXpert | - | 1,000 | ||||||
| Inspect Point Holding, LLC | 1,500 | - | ||||||
| Modis Dental Partners OpCo, LLC | 7,500 | - | ||||||
| Pepper Palace, Inc. - Delayed Draw Term Loan | - | 2,000 | ||||||
| Pepper Palace, Inc. - Revolver | 2,500 | 2,500 | ||||||
| Procurement Partners, LLC | - | 1,000 | ||||||
| Stretch Zone Franchising, LLC | 1,500 | - | ||||||
| VetnCare MSO, LLC | 15,319 | - | ||||||
| Zollege PBC | 575 | 1,000 | ||||||
| 50,735 | 48,973 | |||||||
| Total | $ | 128,431 | $ | 108,771 | ||||
We believe our assets will provide adequate coverage to satisfy these unfunded commitments. As of November 30, 2023, we had cash and cash equivalents and cash and cash equivalents, reserve accounts of $47.0 million and $30.0 million in available borrowings under the Encina Credit Facility.
| As of | ||||||||
| November 30, 2017 | February 28, 2017 | |||||||
CLEO Communications Holding, LLC | $ | 3,000 | $ | — | ||||
GreyHeller LLC | 2,000 | 2,000 | ||||||
Pathway Partners Vet Management Company LLC | 917 | — | ||||||
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Total | $ | 5,917 | $ | 2,000 | ||||
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our business activities contain elements of market risk. We consider our principal market risk to be the fluctuation in interest rates. Managing this risk is essential to our business. Accordingly, we have systems and procedures designed to identify and analyze our risks, to establish appropriate policies and thresholds and to continually monitor this risk and thresholds by means of administrative and information technology systems and other policies and processes.
Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, including relative changes in different interest rates, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearinginterest-bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire leveraged loans, high yield bonds and other debt investments and the value of our investment portfolio.
Our investment income is affected by fluctuations in various interest rates, including LIBORSOFR and the prime rate. A large portionSubstantially all of our portfolio is, and we expect will continue to be, comprised of floating rate investments that utilize LIBOR.SOFR or an alternate rate. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it may consider an additional rate hike in response to ongoing inflation concerns. In a rising interest rate environment, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio. It is possible that the Federal Reserve’s tightening cycle could result in a recession in the United States, which would likely decrease interest rates. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in base rates, such as SOFR, are not offset by corresponding increases in the spread over such base rates that we earn on any portfolio investments, a decrease in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities. Our interest expense is affected by fluctuations in LIBOR onlySOFR on our revolving credit facility.Encina Credit Facility. In addition, all of our assets have been transitioned from LIBOR to an acceptable replacement rate, such as SOFR. At November 30, 2017,2023, we had $210.1$760.4 million of borrowings outstanding. In addition, there were $35.0 million borrowings outstanding under the Encina Credit Facility as of which $1.0 million was outstanding on the revolving credit facility.November 30, 2023.
We have analyzed the potential impact of changes in interest rates on interest income from investments. Assuming that our investments as of November 30, 20172023 were to remain constant for a full fiscal year and no actions were taken to alter the existing interest rate terms, a hypothetical change of a 1.0% increase in interest rates would cause a corresponding increase of approximately $2.4$10.0 million to our interest income. Conversely, a hypothetical change of a 1.0% decrease in interest rates would cause a corresponding decrease of approximately $10.0 million to our interest income.
Changes in interest rates would have no impact to our current interest and debt financing expense, as all our borrowings except for our credit facility are fixed rate, and our credit facility is currently undrawn.
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the statements of assets and liabilities and other business developments that could magnify or diminish our sensitivity to interest rate changes, nor does it account for divergences in LIBORSOFR and the commercial paper rate, which have historically moved in tandem but, in times of unusual credit dislocations, could have experienced periods of divergence. Accordingly, no assurances can be given that actual results would not materially differ from the potential outcome simulated by this estimate.
For further information, the following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of November 30, 2023.
| Increase | (Increase) | Increase | Increase | Increase | ||||||||||||||||||
| Basis | (Decrease) | Decrease | (Decrease) in Net | (Decrease) in Net | (Decrease) in Net | |||||||||||||||||
| Point | in Interest | in Interest | Interest | Interest | Investment | |||||||||||||||||
| Change | Income | Expense | Income | Income* | Income per Share | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||
| -100 | $ | (10,134 | ) | $ | 350 | $ | (9,784 | ) | $ | (7,827 | ) | $ | (0.60 | ) | ||||||||
| -50 | (5,067 | ) | 175 | (4,892 | ) | (3,914 | ) | (0.30 | ) | |||||||||||||
| -25 | (2,534 | ) | 88 | (2,446 | ) | (1,957 | ) | (0.16 | ) | |||||||||||||
| 25 | 2,534 | (88 | ) | 2,446 | 1,957 | 0.16 | ||||||||||||||||
| 50 | 5,067 | (175 | ) | 4,892 | 3,914 | 0.30 | ||||||||||||||||
| 100 | 10,134 | (350 | ) | 9,784 | 7,827 | 0.60 | ||||||||||||||||
| 200 | 20,269 | (700 | ) | 19,569 | 15,655 | 1.19 | ||||||||||||||||
| 300 | 30,570 | (1,050 | ) | 29,520 | 23,616 | 1.80 | ||||||||||||||||
| 400 | 40,904 | (1,400 | ) | 39,504 | 31,603 | 2.41 | ||||||||||||||||
| * | Adjusts Net Interest Income for the impact of the first incentive fee on Net Investment Income |
ITEM 4. CONTROLS AND PROCEDURES
| (a) | As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, our chief executive officer and our chief financial officer have concluded that our current disclosure controls and procedures are effective in facilitating timely decisions regarding required disclosure of any material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. |
| (b) | There have been no changes in |
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither we nor our wholly-ownedwholly owned subsidiaries, Saratoga Investment Funding LLC, andSaratoga Investment Funding II, LLC, Saratoga Investment Corp. SBIC LP, Saratoga Investment Corp. SBIC II LP, or Saratoga Investment Corp. SBIC III LP, are currently subject to any material legal proceedings.
Item 1A. Risk Factors
In addition to information set forth in this report, you should carefully consider the “Risk Factors” discussed in our most recent Annual Report on Form 10-K for the year ended February 28, 2017, filed with the SEC, on May 16, 2017, which could materially affect our business, financial condition and/or operating results. Other than asExcept for the risk factor set forth below, there have been no material changes during the threenine months ended November 30, 20172023 to the risk factors discussed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K.10-K for the fiscal year ended February 28, 2023. Additional risks or uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.
The tax legislation signed into lawalternative reference rates that have replaced LIBOR in our credit arrangements and other financial instruments may not yield the same or similar economic results as LIBOR over the life of such transactions.
LIBOR, the London Interbank Offered Rate, is an index rate that historically was widely used in lending transactions and was a common reference rate for setting the floating interest rate on December 22, 2017 could haveprivate loans. Prior to June 30, 2023, LIBOR was typically the reference rate used in floating-rate loans identified by the Manager.
The ICE Benchmark Administration (“IBA”) (the entity that is responsible for calculating LIBOR) ceased providing overnight, one, three, six and twelve months USD LIBOR tenors on June 30, 2023. In addition, the United Kingdom’s Financial Conduct Authority (“FCA”), which oversees the IBA, now prohibits entities supervised by the FCA from using LIBORs, including USD LIBOR, except in very limited circumstances.
In the United States, the Secured Overnight Financing Rate (“SOFR”) is the preferred alternative rate for LIBOR. SOFR is a negative effectmeasure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. SOFR is published by the Federal Reserve Bank of New York each U.S. Government Securities Business Day, for transactions made on the Companyimmediately preceding US. Government Securities Business Day. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions.
Legislative
Substantially all of our loans that referenced LIBOR have been amended to reference the forward-looking term rate published by CME Group Benchmark Administration Limited based on the secured overnight financing rate (“CME Term SOFR”). CME Term SOFR rates are forward-looking rates that are derived by compounding projected overnight SOFR rates over one, three, and six months taking into account the values of multiple consecutive, executed, one-month and three-month CME Group traded SOFR futures contracts and, in some cases, over-the-counter SOFR Overnight Indexed Swaps as an indicator of CME Term SOFR reference rate values. CME Term SOFR and the inputs on which it is based are derived from SOFR. Since CME Term SOFR is a relatively new market rate, there will likely be no established trading market for credit agreements or other actions relatingfinancial instruments when they are issued, and an established market may never develop or may not be liquid. Market terms for instruments referencing CME Term SOFR rates may be lower than those of later-issued CME Term SOFR indexed instruments. Similarly, if CME Term SOFR does not prove to taxes could have a negative effect onbe widely used, the Company. The rules dealing with U.S. federal income taxationtrading price of instruments referencing CME Term SOFR may be lower than those of instruments indexed to indices that are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. The U.S. House of Representatives and U.S. Senate recently passed tax reform legislation, which was recently signed by the President. Such legislation will make many changes to the Internal Revenue Code, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect the Company, investors, or the Company’s portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect the Company’s ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to the Company and its investors of such qualification, or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in the Company’s securities.more widely used.
Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds, and Issuer Purchases of Equity Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
| (a) | None. |
| (b) | None. |
| (c) | For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into (i) any contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement. |
The Company has adopted insider trading policies and procedures governing the purchase, sale, and disposition of the Company’s securities by officers and directors of the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations.
ITEM 6. EXHIBITS
Listed below are the
The following exhibits which are filed as part of this report (accordingor hereby incorporated by reference to exhibits previously filed with the number assigned to them in Item 601 of Regulation S-K):SEC:
EXHIBIT INDEX
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| SARATOGA INVESTMENT CORP. | |||||||
| Date: January | By: | /s/ CHRISTIAN L. OBERBECK | |||||
| Christian L. Oberbeck | |||||||
| Chief Executive Officer | |||||||
| By: | /s/ HENRI J. STEENKAMP | ||||||
| Henri J. Steenkamp | |||||||
| Chief Financial Officer and Chief Compliance Officer | |||||||
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