UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31,June 30, 2019
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:000-55660
Goldman Sachs Private Middle Market Credit LLC
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 81-3233378 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 200 West Street, New York, New York | 10282 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (212)902-0300
Not Applicable
Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☐ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
| Large accelerated filer: | ☐ | Accelerated filer: | ☐ | Non-accelerated filer: | X | Smaller reporting company: | ☐ | |||||||
| Emerging growth company: | X | |||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. X
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). YES ☐ NO X
Securities registered pursuant to Section 12(b) of the Act: None
The number of the registrant’s limited liability company common units outstanding as of May 9,August 1, 2019 was 9,894,349.10,127,096.
GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in our Annual Report on Form10-K for the year ended December 31, 2018, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ, from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. 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 U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form10-K, quarterly reports on Form10-Q and current reports on Form8-K. Under Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in periodic reports we file under the Exchange Act, such as this quarterly report on Form10-Q.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
our future operating results;
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets;
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China;
our business prospects and the prospects of our portfolio companies;
the impact of investments that we expect to make;
the impact of increased competition;
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 current and prospective portfolio companies to achieve their objectives;
the relative and absolute performance of our investment adviser;
our expected financings and investments;
the use of borrowed money to finance a portion of our investments;
our ability to make distributions;
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 future acquisitions and divestitures;
the effect of changes in tax laws and regulations and interpretations thereof;
our ability to maintain our status as a BDC and a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);
actual and potential conflicts of interest with Goldman Sachs Asset Management, L.P. and its affiliates;
the ability of our investment adviser to attract and retain highly talented professionals;
the impact on our business from new or amended legislation or regulations;
the availability of credit and/or our ability to access the equity and capital markets; and
currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars.
3
| ITEM 1. | FINANCIAL STATEMENTS |
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Financial Condition
(in thousands, except unit and per unit amounts)
| March 31, 2019 (unaudited) | December 31, 2018 | June 30, 2019 (unaudited) | December 31, 2018 | |||||||||||||
| Assets | ||||||||||||||||
| Investments, at fair value | ||||||||||||||||
Non-controlled/non-affiliated investments (cost of $1,452,265 and $1,369,835, respectively) | $ | 1,431,149 | $ | 1,359,919 | ||||||||||||
Non-controlled affiliated investments (cost of $38,222 and $38,199, respectively) | 39,907 | 39,442 | ||||||||||||||
| Investments in affiliated money market fund (cost of $11,501 and $0, respectively) | 11,501 | – | ||||||||||||||
Non-controlled/non-affiliated investments (cost of $1,458,497 and $1,369,835, respectively) | $ | 1,444,652 | $ | 1,359,919 | ||||||||||||
Non-controlled affiliated investments (cost of $38,250 and $38,199, respectively) | 41,125 | 39,442 | ||||||||||||||
| Investments in affiliated money market fund (cost of $32,363 and $0, respectively) | 32,363 | – | ||||||||||||||
| Cash | 29,944 | 25,548 | 19,332 | 25,548 | ||||||||||||
| Receivable for investments sold | 88 | 70 | 70 | 70 | ||||||||||||
| Receivable for common units sold | 3,701 | – | ||||||||||||||
| Interest and dividends receivable fromnon-controlled/affiliated investments andnon-controlled/non-affiliated investments | 8,216 | 7,127 | 6,791 | 7,127 | ||||||||||||
| Deferred financing costs | 4,404 | 3,991 | 3,930 | 3,991 | ||||||||||||
| Unrealized appreciation on foreign currency forward contracts | 199 | 105 | 145 | 105 | ||||||||||||
| Other assets | 186 | 307 | 158 | 307 | ||||||||||||
|
|
|
| |||||||||||||
| Total assets | $ | 1,529,295 | $ | 1,436,509 | $ | 1,548,566 | $ | 1,436,509 | ||||||||
|
|
|
| |||||||||||||
| Liabilities | ||||||||||||||||
| Debt | $ | 566,290 | $ | 574,462 | $ | 552,322 | $ | 574,462 | ||||||||
| Interest and other debt expenses payable | 7,623 | 6,577 | 8,043 | 6,577 | ||||||||||||
| Management fees payable | 3,221 | 2,910 | 3,468 | 2,910 | ||||||||||||
| Incentive fees payable | 19,577 | 17,180 | 21,835 | 17,180 | ||||||||||||
| Distribution payable | 24,442 | 25,500 | 20,000 | 25,500 | ||||||||||||
| Directors’ fees payable | 90 | – | 88 | – | ||||||||||||
| Accrued expenses and other liabilities | 2,727 | 2,419 | 2,107 | 2,419 | ||||||||||||
|
|
|
| |||||||||||||
| Total liabilities | $ | 623,970 | $ | 629,048 | $ | 607,863 | $ | 629,048 | ||||||||
|
|
|
| |||||||||||||
| Commitments and Contingencies (Note 8) | ||||||||||||||||
| Members’ Capital | ||||||||||||||||
| Preferred units (0 units issued and outstanding) | $ | – | $ | – | $ | – | $ | – | ||||||||
| Common units (9,660,149 and 8,515,171 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively) | 943,699 | 833,956 | ||||||||||||||
| Common units (10,127,096 and 8,515,171 units issued and outstanding as of June 30, 2019 and December 31, 2018, respectively) | 987,596 | 833,956 | ||||||||||||||
| Distributable earnings | (38,374 | ) | (26,495 | ) | (46,893 | ) | (26,495 | ) | ||||||||
|
|
|
| |||||||||||||
| TOTAL MEMBERS’ CAPITAL | $ | 905,325 | $ | 807,461 | $ | 940,703 | $ | 807,461 | ||||||||
|
|
|
| |||||||||||||
| TOTAL LIABILITIES AND MEMBERS’ CAPITAL | $ | 1,529,295 | $ | 1,436,509 | $ | 1,548,566 | $ | 1,436,509 | ||||||||
|
|
|
| |||||||||||||
| Net asset value per unit | $ | 93.72 | $ | 94.83 | $ | 92.89 | $ | 94.83 | ||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
4
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Operations
(in thousands, except unit and per unit amounts)
(Unaudited)
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| Investment Income: | ||||||||||||||||||||||||
| Fromnon-controlled/non-affiliated investments: | ||||||||||||||||||||||||
Interest income | $ | 36,443 | $ | 24,770 | $ | 39,984 | $ | 27,088 | $ | 76,427 | $ | 51,858 | ||||||||||||
Other income | 483 | 326 | 616 | 322 | 1,099 | 648 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total investment income fromnon-controlled/non-affiliated investments | 36,926 | 25,096 | 40,600 | 27,410 | 77,526 | 52,506 | ||||||||||||||||||
| Fromnon-controlled affiliated investments: | ||||||||||||||||||||||||
Interest income | 705 | 3 | 704 | 373 | 1,409 | 376 | ||||||||||||||||||
Dividend income | 88 | 39 | 163 | 50 | 251 | 89 | ||||||||||||||||||
Other income | 7 | – | 6 | 3 | 13 | 3 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total investment income fromnon-controlled affiliated investments | 800 | 42 | 873 | 426 | 1,673 | 468 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Total investment income | $ | 37,726 | $ | 25,138 | $ | 41,473 | $ | 27,836 | $ | 79,199 | $ | 52,974 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||
Interest and other debt expenses | $ | 9,180 | $ | 5,869 | $ | 8,700 | $ | 6,638 | $ | 17,880 | $ | 12,507 | ||||||||||||
Management fees | 3,221 | 1,937 | 3,468 | 2,193 | 6,689 | 4,130 | ||||||||||||||||||
Incentive fees | 2,397 | 2,743 | 2,258 | 2,496 | 4,655 | 5,239 | ||||||||||||||||||
Professional fees | 317 | 512 | 464 | 415 | 781 | 927 | ||||||||||||||||||
Administration, custodian and transfer agent fees | 299 | 211 | 334 | 226 | 633 | 437 | ||||||||||||||||||
Directors’ fees | 90 | 80 | 92 | 93 | 182 | 173 | ||||||||||||||||||
Other expenses | 110 | 144 | 288 | 168 | 398 | 312 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Total expenses | $ | 15,614 | $ | 11,496 | $ | 15,604 | $ | 12,229 | $ | 31,218 | $ | 23,725 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| NET INVESTMENT INCOME | $ | 22,112 | $ | 13,642 | ||||||||||||||||||||
| NET INVESTMENT INCOME BEFORE TAXES | $ | 25,869 | $ | 15,607 | $ | 47,981 | $ | 29,249 | ||||||||||||||||
|
|
|
| |||||||||||||||||||||
| Excise tax | $ | 37 | $ | – | $ | 37 | $ | – | ||||||||||||||||
|
|
|
| |||||||||||||||||||||
| NET INVESTMENT INCOME AFTER TAXES | $ | 25,832 | $ | 15,607 | $ | 47,944 | $ | 29,249 | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Net realized and unrealized gains (losses): | ||||||||||||||||||||||||
| Net realized gain (loss) from: | ||||||||||||||||||||||||
Non-controlled/non-affiliated investments | $ | (2 | ) | $ | 2,317 | $ | (21,835 | ) | $ | – | $ | (21,837 | ) | $ | 2,317 | |||||||||
Foreign currency forward contracts | 10 | – | – | – | 10 | – | ||||||||||||||||||
Foreign currency transactions | 1 | – | 27 | – | 28 | – | ||||||||||||||||||
| Net change in unrealized appreciation (depreciation) from: | ||||||||||||||||||||||||
Non-controlled/non-affiliated investments | (11,200 | ) | 94 | 7,271 | (1,866 | ) | (3,929 | ) | (1,772 | ) | ||||||||||||||
Non-controlled affiliated investments | 442 | (134 | ) | 1,190 | (7 | ) | 1,632 | (141 | ) | |||||||||||||||
Foreign currency forward contracts | 94 | – | (54 | ) | – | 40 | – | |||||||||||||||||
Foreign currency translations | 1,217 | – | (772 | ) | – | 445 | – | |||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Net realized and unrealized gains (losses) | $ | (9,438 | ) | $ | 2,277 | $ | (14,173 | ) | $ | (1,873 | ) | $ | (23,611 | ) | $ | 404 | ||||||||
|
|
|
|
|
| |||||||||||||||||||
(Provision) benefit for taxes on realized gain/loss on investments | $ | – | $ | (672 | ) | $ | 182 | $ | 2 | $ | 182 | $ | (670 | ) | ||||||||||
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments | (111 | ) | – | (360 | ) | – | (471 | ) | – | |||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| NET INCREASE (DECREASE) IN MEMBERS’ CAPITAL RESULTING FROM OPERATIONS | $ | 12,563 | $ | 15,247 | $ | 11,481 | $ | 13,736 | $ | 24,044 | $ | 28,983 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net investment income per unit (basic and diluted) | $ | 2.51 | $ | 2.63 | ||||||||||||||||||||
Net investment income (loss) per unit (basic and diluted) | $ | 2.61 | $ | 2.67 | $ | 5.12 | $ | 5.31 | ||||||||||||||||
Earnings (loss) per unit (basic and diluted) | $ | 1.42 | $ | 2.94 | $ | 1.16 | $ | 2.35 | $ | 2.57 | $ | 5.26 | ||||||||||||
Weighted average units outstanding | 8,826,360 | 5,178,886 | 9,904,133 | 5,842,449 | 9,368,224 | 5,512,501 | ||||||||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
5
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Changes in Members’ Capital
(in thousands, except unit and per unit amounts)
(Unaudited)
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| Members’ Capital at beginning of period | $ | 905,325 | $ | 541,270 | $ | 807,461 | $ | 487,506 | ||||||||||||||||
| Increase (decrease) in Members’ Capital resulting from operations: | ||||||||||||||||||||||||
Net investment income | $ | 22,112 | $ | 13,642 | $ | 25,832 | $ | 15,607 | $ | 47,944 | $ | 29,249 | ||||||||||||
Net realized gain (loss) on investments | 9 | 2,317 | (21,808 | ) | – | (21,799 | ) | 2,317 | ||||||||||||||||
Net change in unrealized appreciation (depreciation) on investments | (9,447 | ) | (40 | ) | 7,635 | (1,873 | ) | (1,812 | ) | (1,913 | ) | |||||||||||||
(Provision) benefit for taxes on realized gain/loss on investments | – | (672 | ) | 182 | 2 | 182 | (670 | ) | ||||||||||||||||
(Provision) benefit for unrealized appreciation/depreciation on investments | (111 | ) | – | (360 | ) | – | (471 | ) | – | |||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Net increase (decrease) in Members’ Capital resulting from operations | $ | 12,563 | $ | 15,247 | $ | 11,481 | $ | 13,736 | $ | 24,044 | $ | 28,983 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Distributions to Unitholders from: | ||||||||||||||||||||||||
Distributable earnings | $ | (24,442 | ) | $ | (16,355 | ) | $ | (20,000 | ) | $ | (18,928 | ) | $ | (44,442 | ) | $ | (35,283 | ) | ||||||
|
|
|
|
|
| |||||||||||||||||||
| Total distributions to Unitholders | $ | (24,442 | ) | $ | (16,355 | ) | $ | (20,000 | ) | $ | (18,928 | ) | $ | (44,442 | ) | $ | (35,283 | ) | ||||||
|
|
|
|
|
| |||||||||||||||||||
| Capital transactions: | ||||||||||||||||||||||||
Issuance of units (1,144,978 and 558,101 units, respectively) | $ | 109,743 | $ | 54,872 | ||||||||||||||||||||
Issuance of units (466,947, 898,270, 1,611,925 and 1,456,371 units, respectively) | $ | 43,897 | $ | 87,794 | $ | 153,640 | $ | 142,666 | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Net increase in Members’ Capital resulting from capital transactions | $ | 109,743 | $ | 54,872 | $ | 43,897 | $ | 87,794 | $ | 153,640 | $ | 142,666 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| TOTAL INCREASE (DECREASE) IN MEMBERS’ CAPITAL | $ | 97,864 | $ | 53,764 | $ | 35,378 | $ | 82,602 | $ | 133,242 | $ | 136,366 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| Members’ Capital at beginning of period | $ | 807,461 | $ | 487,506 | ||||||||||||||||||||
|
| |||||||||||||||||||||||
| Members’ Capital at end of period | $ | 905,325 | $ | 541,270 | $ | 940,703 | $ | 623,872 | $ | 940,703 | $ | 623,872 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Distribution declared per unit | $ | 2.53 | $ | 2.93 | ||||||||||||||||||||
Distributions declared per unit | $ | 1.97 | $ | 2.92 | $ | 4.50 | $ | 5.85 | ||||||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
6
Goldman Sachs Private Middle Market Credit LLC
Consolidated Statements of Cash Flows
(in thousands, except unit and per unit amounts)
(Unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net increase (decrease) in Members’ Capital resulting from operations: | $ | 12,563 | $ | 15,247 | $ | 24,044 | $ | 28,983 | ||||||||
Adjustments to reconcile net increase (decrease) in Members’ Capital resulting from operations to net cash provided by (used for) operating activities: | ||||||||||||||||
Purchases of investments | (135,632 | ) | (139,782 | ) | (290,691 | ) | (258,084 | ) | ||||||||
Payment-in-kind capitalized | (306 | ) | – | (588 | ) | – | ||||||||||
Investments in affiliated money market fund, net | (11,501 | ) | (17,102 | ) | (32,363 | ) | (3,535 | ) | ||||||||
Proceeds from sales of investments and principal repayments | 55,213 | 52,499 | 185,707 | 92,574 | ||||||||||||
Net realized (gain) loss on investments | 2 | (2,317 | ) | 21,837 | (2,317 | ) | ||||||||||
Net change in unrealized (appreciation) depreciation on investments | 10,758 | 40 | 2,297 | 1,913 | ||||||||||||
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions | (82 | ) | – | (49 | ) | – | ||||||||||
Amortization of premium and accretion of discount, net | (1,732 | ) | (1,479 | ) | (4,978 | ) | (2,980 | ) | ||||||||
Amortization of deferred financing costs | 469 | 517 | 943 | 1,037 | ||||||||||||
| Increase (decrease) in operating assets and liabilities: | ||||||||||||||||
(Increase) decrease in receivable for investments sold | (18 | ) | – | |||||||||||||
(Increase) decrease in receivable for common units sold | (3,701 | ) | (1,127 | ) | – | (4,103 | ) | |||||||||
(Increase) decrease in interest and dividends receivable | (1,089 | ) | 171 | 336 | (935 | ) | ||||||||||
(Increase) decrease in other assets | 121 | (151 | ) | 149 | (103 | ) | ||||||||||
Increase (decrease) in interest and other debt expenses payable | 1,006 | 1,667 | 1,534 | 2,322 | ||||||||||||
Increase (decrease) in management fees payable | 311 | 262 | 558 | 518 | ||||||||||||
Increase (decrease) in incentive fees payable | 2,397 | 2,743 | 4,655 | 5,239 | ||||||||||||
Increase (decrease) in investments purchased payable | – | 134 | ||||||||||||||
Increase (decrease) in directors’ fees payable | 90 | 79 | 88 | 83 | ||||||||||||
Increase (decrease) in accrued expenses and other liabilities | 308 | 1,125 | (312 | ) | 1,211 | |||||||||||
|
|
|
| |||||||||||||
| Net cash provided by (used for) operating activities | $ | (70,823 | ) | $ | (87,474 | ) | $ | (86,833 | ) | $ | (138,177 | ) | ||||
|
|
|
| |||||||||||||
| Cash flows from financing activities: | ||||||||||||||||
Proceeds from issuance of common units | $ | 109,743 | $ | 54,872 | $ | 153,640 | $ | 142,666 | ||||||||
Distributions paid | (25,500 | ) | (14,194 | ) | (49,942 | ) | (30,549 | ) | ||||||||
Financing costs paid | (840 | ) | – | (950 | ) | (673 | ) | |||||||||
Borrowings on debt | 104,828 | 85,500 | 133,110 | 218,000 | ||||||||||||
Repayments of debt | (113,000 | ) | (34,000 | ) | (155,250 | ) | (180,500 | ) | ||||||||
|
|
|
| |||||||||||||
| Net cash provided by (used for) financing activities | $ | 75,231 | $ | 92,178 | $ | 80,608 | $ | 148,944 | ||||||||
|
|
|
| |||||||||||||
| Net increase (decrease) in cash | 4,408 | 4,704 | (6,225 | ) | 10,767 | |||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (12 | ) | – | 9 | – | |||||||||||
| Cash, beginning of period | 25,548 | 8,220 | 25,548 | 8,220 | ||||||||||||
|
|
|
| |||||||||||||
| Cash, end of period | $ | 29,944 | $ | 12,924 | $ | 19,332 | $ | 18,987 | ||||||||
|
|
|
| |||||||||||||
| Supplemental andnon-cash financing activities | ||||||||||||||||
| Interest expense paid | $ | 7,533 | $ | 3,460 | $ | 15,107 | $ | 8,582 | ||||||||
| Accrued but unpaid excise tax expense | $ | 37 | $ | – | ||||||||||||
| Accrued but unpaid deferred financing and debt issuance costs | $ | 109 | $ | 774 | $ | – | $ | 102 | ||||||||
| Accrued but unpaid distributions | $ | 24,442 | $ | 16,355 | $ | 20,000 | $ | 18,928 | ||||||||
| Exchange of investments | $ | 15,844 | $ | 1,054 | ||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
7
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of March 31,June 30, 2019
(in thousands, except unit and per unit amounts)
(Unaudited)
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | ||||||||||||||||||||||||||
| Investments at Fair Value – 162.49% # |
| |||||||||||||||||||||||||||||||||||||||
| Investments at Fair Value– 157.94% # | Investments at Fair Value– 157.94% # |
| ||||||||||||||||||||||||||||||||||||||
| Corporate Debt – 159.68% |
| |||||||||||||||||||||||||||||||||||||||
| Corporate Debt – 154.47% | Corporate Debt – 154.47% |
| ||||||||||||||||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt – 91.74% |
| |||||||||||||||||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt– 93.74% | 1st Lien/Senior Secured Debt– 93.74% |
| ||||||||||||||||||||||||||||||||||||||
| Accuity Delivery Systems, LLC^ (1) (2) (3) | Health Care Providers & Services | 9.61% | L + 7.00%; 1.00% Floor | 06/13/2023 | $ | 15,350 | $ | 14,948 | $ | 15,043 | Health Care Providers & Services | 9.45% | L + 7.00%; 1.00% Floor | 06/13/2023 | $ | 15,350 | $ | 14,969 | $ | 15,043 | ||||||||||||||||||||
| Associations, Inc.(1) (2) (3) | Real Estate Management & Development | 9.80% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 17,943 | 17,741 | 17,764 | Real Estate Management & Development | 9.60% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 18,078 | 17,884 | 17,897 | ||||||||||||||||||||||||||
| Associations, Inc.(1) (2) (3) (4) | Real Estate Management & Development | 9.75% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 4,450 | 2,114 | 2,119 | Real Estate Management & Development | 9.59% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 4,465 | 2,543 | 2,546 | ||||||||||||||||||||||||||
| Associations, Inc.(1) (2) (3) (4) (5) | Real Estate Management & Development | L + 4.00%; 1.00% Floor | 07/30/2024 | 886 | (10 | ) | (9 | ) | Real Estate Management & Development | L + 4.00%; 1.00% Floor | 07/30/2024 | 886 | (9 | ) | (9 | ) | ||||||||||||||||||||||||
| Brillio, LLC(1) (2) | IT Services | 7.23% | L + 4.75%; 1.00% Floor | 02/06/2025 | 6,990 | 6,921 | 6,920 | |||||||||||||||||||||||||||||||||
| Brillio, LLC(1) (2) (4) (5) | IT Services | L + 4.75%; 1.00% Floor | 02/06/2025 | 2,330 | (23 | ) | (23 | ) | ||||||||||||||||||||||||||||||||
| Brillio, LLC(1) (2) (3) | IT Services | 7.15% | L + 4.75%; 1.00% Floor | 02/06/2025 | 6,990 | 6,924 | 6,920 | |||||||||||||||||||||||||||||||||
| Brillio, LLC(1) (2) (3) (4) | IT Services | L + 4.75%; 1.00% Floor | 02/06/2025 | 2,330 | — | (23 | ) | |||||||||||||||||||||||||||||||||
| Bullhorn, Inc.(1) (2) (3) | Internet Software & Services | 9.40% | L + 6.75%; 1.00% Floor | 11/21/2022 | 18,191 | 18,046 | 18,054 | Internet Software & Services | 9.28% | L + 6.75%; 1.00% Floor | 11/21/2022 | 20,050 | 19,888 | 19,900 | ||||||||||||||||||||||||||
| Bullhorn, Inc.(1) (2) (3) | Internet Software & Services | 9.40% | L + 6.75%; 1.00% Floor | 11/21/2022 | 4,813 | 4,775 | 4,777 | Internet Software & Services | 9.28% | L + 6.75%; 1.00% Floor | 11/21/2022 | 4,801 | 4,766 | 4,765 | ||||||||||||||||||||||||||
| Bullhorn, Inc.(1) (2) (3) | Internet Software & Services | 9.39% | L + 6.75%; 1.00% Floor | 11/21/2022 | 952 | 938 | 945 | |||||||||||||||||||||||||||||||||
| Bullhorn, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 6.75%; 1.00% Floor | 11/21/2022 | 952 | (13 | ) | (7 | ) | ||||||||||||||||||||||||||||||||
| Businessolver.com, Inc.(1) (2) (3) | Health Care Technology | 10.18% | L + 7.50%; 1.00% Floor | 05/15/2023 | 31,875 | 31,328 | 31,237 | Health Care Technology | 10.02% | L + 7.50%; 1.00% Floor | 05/15/2023 | 31,875 | 31,356 | 31,237 | ||||||||||||||||||||||||||
| Businessolver.com, Inc.(1) (2) (3) (4) | Health Care Technology | 10.18% | L + 7.50%; 1.00% Floor | 05/15/2023 | 4,781 | 1,776 | 1,737 | Health Care Technology | 10.02% | L + 7.50%; 1.00% Floor | 05/15/2023 | 4,781 | 2,568 | 2,534 | ||||||||||||||||||||||||||
| Businessolver.com, Inc.(1) (2) (3) (4) | Health Care Technology | 10.41% | L + 7.50%; 1.00% Floor | 05/15/2023 | 3,984 | 731 | 717 | Health Care Technology | 9.90% | L + 7.50%; 1.00% Floor | 05/15/2023 | 3,984 | 416 | 398 | ||||||||||||||||||||||||||
| Collaborative Imaging, LLC^^^ (1) (2) (3) | Health Care Providers & Services | 9.25% | L + 6.50%; 1.00% Floor | 03/28/2025 | 13,400 | 13,221 | 13,132 | Health Care Providers & Services | 9.09% | L + 6.50%; 1.00% Floor | 03/28/2025 | 13,400 | 13,227 | 13,132 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) | IT Services | 8.50% | L + 6.00%; 1.00% Floor | 06/08/2023 | 31,293 | 30,642 | 30,823 | IT Services | 8.41% | L + 6.00%; 1.00% Floor | 06/08/2023 | 31,213 | 30,597 | 31,213 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) | IT Services | 8.50% | L + 6.00%; 1.00% Floor | 06/08/2023 | 9,037 | 8,867 | 8,902 | IT Services | 8.41% | L + 6.00%; 1.00% Floor | 06/08/2023 | 9,015 | 8,853 | 9,015 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) | IT Services | 8.50% | L + 6.00%; 1.00% Floor | 06/08/2023 | 2,651 | 2,600 | 2,612 | IT Services | 8.41% | L + 6.00%; 1.00% Floor | 06/08/2023 | 2,645 | 2,596 | 2,645 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) (4) (5) | IT Services | L + 6.00%; 1.00% Floor | 06/08/2022 | 3,280 | (58 | ) | (49 | ) | IT Services | L + 6.00%; 1.00% Floor | 06/08/2022 | 3,280 | (54 | ) | — | |||||||||||||||||||||||||
| Dade Paper & Bag, LLC(1) (2) (3) | Distributors | 10.00% | L + 7.50%; 1.00% Floor | 06/10/2024 | 16,113 | 15,855 | 15,912 | |||||||||||||||||||||||||||||||||
| Dade Paper & Bag, LLC(1) (2) (3) | Distributors | 9.50% | L + 7.00%; 1.00% Floor | 06/10/2024 | 2,055 | 2,038 | 1,983 | |||||||||||||||||||||||||||||||||
| CorePower Yoga, LLC(1) (2) | Diversified Consumer Services | 7.08% | L + 4.75% | 05/14/2025 | 12,488 | 12,304 | 12,301 | |||||||||||||||||||||||||||||||||
| CorePower Yoga, LLC(1) (2) (4) (5) | Diversified Consumer Services | L + 4.75% | 05/14/2025 | 1,070 | (16 | ) | (16 | ) | ||||||||||||||||||||||||||||||||
| CorePower Yoga, LLC(1) (2) (4) (5) | Diversified Consumer Services | L + 4.75% | 05/14/2025 | 3,568 | (53 | ) | (54 | ) | ||||||||||||||||||||||||||||||||
| Datacor Holdings, Inc.(2) (3) | Chemicals | 9.50% | 08/12/2022 | 13,830 | 13,654 | 13,657 | Chemicals | 9.50% | 08/12/2022 | 13,693 | 13,531 | 13,522 | ||||||||||||||||||||||||||||
| Datto, Inc.(1) (2) (3) | IT Services | 10.49% | L + 8.00%; 1.00% Floor | 12/07/2022 | 55,556 | 54,705 | 55,556 | |||||||||||||||||||||||||||||||||
| Datto, Inc.(1) (2) (3) (4) (5) | IT Services | L + 8.00%; 1.00% Floor | 12/07/2022 | 3,739 | (55 | ) | — | |||||||||||||||||||||||||||||||||
| DDS USA Holding, Inc.(1) (2) (3) | Health Care Equipment & Supplies | 8.35% | L + 5.75%; 1.00% Floor | 06/30/2022 | 5,966 | 5,939 | 5,922 | Health Care Equipment & Supplies | 7.56% | L + 5.25%; 1.00% Floor | 06/30/2022 | 5,784 | 5,760 | 5,741 | ||||||||||||||||||||||||||
| DDS USA Holding, Inc.(1) (2) (3) | Health Care Equipment & Supplies | 8.35% | L + 5.75%; 1.00% Floor | 06/30/2022 | 5,774 | 5,748 | 5,731 | Health Care Equipment & Supplies | 7.57% | L + 5.25%; 1.00% Floor | 06/30/2022 | 5,760 | 5,735 | 5,716 | ||||||||||||||||||||||||||
| DDS USA Holding, Inc.(1) (2) (3) (4) (5) | Health Care Equipment & Supplies | L + 5.75%; 1.00% Floor | 06/30/2022 | 1,625 | (7 | ) | (12 | ) | Health Care Equipment & Supplies | L + 5.25%; 1.00% Floor | 06/30/2022 | 1,625 | (7 | ) | (12 | ) | ||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) | Professional Services | 8.31% | L + 5.50%; 1.00% Floor | 04/14/2022 | € | 24,386 | 27,903 | 27,013 | Professional Services | 8.31% | L + 5.50%; 1.00% Floor | 04/14/2022 | € | 24,324 | 27,858 | 27,383 | ||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) | Professional Services | 8.35% | L + 5.50%; 1.00% Floor | 04/14/2022 | 2,246 | 2,220 | 2,218 | Professional Services | 8.35% | L + 5.50%; 1.00% Floor | 04/14/2022 | 2,240 | 2,216 | 2,218 | ||||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) (4) | Professional Services | 8.23% | L + 5.50%; 1.00% Floor | 04/14/2022 | 1,900 | 1,633 | 1,648 | Professional Services | 8.14% | L + 5.50%; 1.00% Floor | 04/14/2022 | 1,900 | 1,636 | 1,653 | ||||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) | Professional Services | 8.19% | L + 5.50%; 1.00% Floor | 04/14/2022 | 772 | 763 | 763 | Professional Services | 8.19% | L + 5.50%; 1.00% Floor | 04/14/2022 | 770 | 761 | 763 | ||||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) | Professional Services | 8.35% | L + 5.50%; 1.00% Floor | 04/14/2022 | 374 | 369 | 369 | Professional Services | 8.35% | L + 5.50%; 1.00% Floor | 04/14/2022 | 373 | 368 | 369 | ||||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) (4) (5) | Professional Services | L + 5.50%; 1.00% Floor | 04/14/2022 | 12,244 | (141 | ) | (153 | ) | Professional Services | L + 5.50%; 1.00% Floor | 04/14/2022 | 12,244 | (129 | ) | (122 | ) | ||||||||||||||||||||||||
| DiscoverOrg, LLC(1) (2) | Software | 7.24% | L + 4.50% | 02/02/2026 | 25,100 | 24,852 | 24,723 | Software | 6.90% | L + 4.50% | 02/02/2026 | 25,037 | 24,797 | 24,912 | ||||||||||||||||||||||||||
| DocuTAP, Inc.(1) (4) | Health Care Technology | L + 5.50%; 1.00% Floor | 05/09/2025 | 48,500 | — | — | ||||||||||||||||||||||||||||||||||
| DocuTAP, Inc.(1) (4) | Health Care Technology | L + 5.50%; 1.00% Floor | 05/09/2025 | 7,500 | — | — | ||||||||||||||||||||||||||||||||||
| DocuTAP, Inc.(1) (2) | Health Care Technology | 8.15% | L + 5.75%; 1.00% Floor | 05/12/2025 | 37,308 | 36,392 | 36,935 | |||||||||||||||||||||||||||||||||
| Empirix, Inc.(1) (2) (3) | Diversified Telecommunication Services | 8.86% | L + 6.25%; 1.00% Floor | 09/25/2024 | 33,618 | 33,070 | 33,030 | Diversified Telecommunication Services | 8.58% | L + 6.25%; 1.00% Floor | 09/25/2024 | 33,537 | 33,009 | 32,195 | ||||||||||||||||||||||||||
| Empirix, Inc.(1) (2) (3) (4) (5) | Diversified Telecommunication Services | L + 6.25%; 1.00% Floor | 09/25/2023 | 1,900 | (30 | ) | (33 | ) | Diversified Telecommunication Services | L + 6.25%; 1.00% Floor | 09/25/2023 | 1,900 | (28 | ) | (76 | ) | ||||||||||||||||||||||||
| Fenergo Finance 3 Limited(1) (2) (3) (6) | Diversified Financial Services | 9.13% | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 26,900 | 30,761 | 29,572 | Diversified Financial Services | 8.58% | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 26,900 | 30,779 | 30,282 | ||||||||||||||||||||||||
Fenergo Finance 3 Limited(1) (2) (3) (4) (5) (6) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | 1,785 | (28 | ) | (36 | ) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | 1,785 | (27 | ) | (18 | ) | ||||||||||||||||||||||||
Fenergo Finance 3 Limited(1) (2) (3) (4) (5) (6) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 2,300 | (43 | ) | (145 | ) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 2,300 | (41 | ) | (84 | ) | ||||||||||||||||||||||
| FWR Holding Corporation(2) | Hotels, Restaurants & Leisure | 8.00% | L + 5.50%; 1.00% Floor | 08/21/2023 | 13,466 | 13,204 | 13,331 | |||||||||||||||||||||||||||||||||
| FWR Holding Corporation(2) | Hotels, Restaurants & Leisure | 8.00% | L + 5.50%; 1.00% Floor | 08/21/2023 | 2,690 | 2,639 | 2,663 | |||||||||||||||||||||||||||||||||
| FWR Holding Corporation(2) | Hotels, Restaurants & Leisure | 8.00% | L + 5.50%; 1.00% Floor | 08/21/2023 | 1,701 | 1,669 | 1,684 | |||||||||||||||||||||||||||||||||
| FWR Holding Corporation(2) (3) | Hotels, Restaurants & Leisure | 7.90% | L + 5.50%; 1.00% Floor | 08/21/2023 | 13,432 | 13,184 | 13,298 | |||||||||||||||||||||||||||||||||
| FWR Holding Corporation(2) (3) | Hotels, Restaurants & Leisure | 7.90% | L + 5.50%; 1.00% Floor | 08/21/2023 | 2,683 | 2,635 | 2,657 | |||||||||||||||||||||||||||||||||
| FWR Holding Corporation(2) (3) | Hotels, Restaurants & Leisure | 7.90% | L + 5.50%; 1.00% Floor | 08/21/2023 | 1,697 | 1,666 | 1,680 | |||||||||||||||||||||||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
8
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of March 31,June 30, 2019 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||
| FWR Holding Corporation(2) (4) | Hotels, Restaurants & Leisure | 8.00% | L + 5.50%; 1.00% Floor | 08/21/2023 | $ | 1,764 | $ | 408 | $ | 423 | ||||||||||
| Gastro Health Holdco, LLC(1) (2) (3) | Health Care Providers & Services | 7.99% | L + 5.50%; 1.00% Floor | 09/04/2024 | 15,300 | 15,017 | 14,994 | |||||||||||||
Gastro Health Holdco, LLC(1) (2) (3) (4) (5) | Health Care Providers & Services | L + 5.50%; 1.00% Floor | 09/04/2023 | 3,100 | (55 | ) | (62 | ) | ||||||||||||
Gastro Health Holdco, LLC(1) (2) (3) (4) (5) | Health Care Providers & Services | L + 5.50%; 1.00% Floor | 09/04/2024 | 7,700 | (87 | ) | (154 | ) | ||||||||||||
| Granicus, Inc.(1) (2) | Software | 7.35% | L + 4.75%; 1.00% Floor | 09/07/2022 | 13,066 | 12,939 | 12,936 | |||||||||||||
| Hygiena Borrower LLC(2) | Life Sciences Tools & Services | 6.60% | L + 4.00%; 1.00% Floor | 08/26/2022 | 5,673 | 5,602 | 5,560 | |||||||||||||
| Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 580 | (7 | ) | (12 | ) | ||||||||||||
| Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 863 | (5 | ) | (17 | ) | ||||||||||||
| iCIMS, Inc.(1) (2) (3) | Software | 8.99% | L + 6.50%; 1.00% Floor | 09/12/2024 | 45,158 | 44,319 | 44,255 | |||||||||||||
| iCIMS, Inc.(1) (2) (3) (4) (5) | Software | L + 6.50%; 1.00% Floor | 09/12/2024 | 2,822 | (51 | ) | (56 | ) | ||||||||||||
| Integral Ad Science, Inc.(1) (2) (3) | Media | 9.75% | L + 7.25% (incl. 1.25% PIK); 1.00% Floor | 07/19/2024 | 35,949 | 35,302 | 35,230 | |||||||||||||
| Integral Ad Science, Inc.(1) (2) (3) (4) (5) | Media | L + 6.00%; 1.00% Floor | 07/19/2023 | 2,741 | (47 | ) | (55 | ) | ||||||||||||
Internet Truckstop Group, LLC(1) (2) (4) | Transportation Infrastructure | L + 5.50%; 1.00% Floor | 04/02/2025 | 34,500 | — | — | ||||||||||||||
Internet Truckstop Group, LLC(1) (2) (4) | Transportation Infrastructure | L + 5.50%; 1.00% Floor | 04/02/2025 | 2,800 | — | — | ||||||||||||||
| Lithium Technologies, Inc.(1) (2) (3) | Internet Software & Services | 10.49% | L + 8.00%; 1.00% Floor | 10/03/2022 | 58,727 | 57,626 | 57,552 | |||||||||||||
Lithium Technologies, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 8.00%; 1.00% Floor | 10/03/2022 | 4,046 | (71 | ) | (81 | ) | ||||||||||||
| Mailgun Technologies, Inc.(1) (2) | Internet Software & Services | 8.61% | L + 6.00%; 1.00% Floor | 03/26/2025 | 20,380 | 19,973 | 19,972 | |||||||||||||
Mailgun Technologies, Inc.(1) (2) (4) (5) | Internet Software & Services | L + 6.00%; 1.00% Floor | 03/26/2025 | 2,370 | (47 | ) | (47 | ) | ||||||||||||
| Midwest Transport, Inc.(1) (2) (3) | Road & Rail | 9.65% | L + 7.00%; 1.00% Floor | 10/02/2023 | 18,720 | 18,548 | 18,533 | |||||||||||||
| MMIT Holdings, LLC(1) (2) (3) | Health Care Technology | 8.00% | L + 5.50%; 1.00% Floor | 11/15/2024 | 24,838 | 24,359 | 24,341 | |||||||||||||
| MMIT Holdings, LLC(1) (2) (3) (4) (5) | Health Care Technology | L + 5.50%; 1.00% Floor | 11/15/2024 | 4,788 | (91 | ) | (96 | ) | ||||||||||||
| Netvoyage Corporation(1) (2) (3) | Software | 11.50% | L + 9.00%; 1.00% Floor | 03/24/2024 | 13,694 | 13,510 | 13,454 | |||||||||||||
| Netvoyage Corporation(1) (2) (3) (4) (5) | Software | L + 9.00%; 1.00% Floor | 03/24/2022 | 1,044 | (13 | ) | (18 | ) | ||||||||||||
| Pathway Vet Alliance LLC(1) (2) | Health Care Providers & Services | 7.00% | L + 4.50% | 12/20/2024 | 7,431 | 7,358 | 7,357 | |||||||||||||
| Pathway Vet Alliance LLC(1) (2) (4) | Health Care Providers & Services | 7.00% | L + 4.50% | 12/21/2024 | 2,621 | 220 | 222 | |||||||||||||
| Picture Head Midco LLC(1) (2) (3) | Media | 9.25% | L + 6.75%; 1.00% Floor | 08/31/2023 | 34,930 | 34,298 | 34,319 | |||||||||||||
| Picture Head Midco LLC(1) (2) (3) (4) | Media | 9.25% | L + 6.75%; 1.00% Floor | 08/31/2023 | 3,840 | 1,081 | 1,085 | |||||||||||||
| Power Stop, LLC(1) (2) | Auto Components | 7.35% | L + 4.75% | 10/19/2025 | 11,471 | 11,444 | 11,356 | |||||||||||||
| SF Home Décor, LLC(1) (2) (3) | Household Products | 12.11% | L + 9.50%; 1.00% Floor | 07/13/2022 | 29,230 | 28,596 | 28,426 | |||||||||||||
| Shopatron, LLC(1) | Internet Catalog & Retail | 11.61% | L + 9.00%; 1.00% Floor | 12/18/2020 | 6,683 | 6,556 | 6,550 | |||||||||||||
| SPay, Inc.(1) (2) (3) | Internet Software & Services | 8.24% | L + 5.75%; 1.00% Floor | 06/17/2024 | 15,548 | 15,271 | 15,003 | |||||||||||||
| SPay, Inc.(1) (2) (3) (4) | Internet Software & Services | 8.38% | L + 5.75%; 1.00% Floor | 06/17/2024 | 1,730 | 661 | 631 | |||||||||||||
| SPay, Inc.(1) (2) (3) (4) | Internet Software & Services | 8.55% | L + 5.75%; 1.00% Floor | 06/17/2024 | 8,630 | 500 | 273 | |||||||||||||
| VRC Companies, LLC(2) (3) | Commercial Services & Supplies | 9.00% | L + 6.50%; 1.00% Floor | 03/31/2023 | 8,353 | 8,279 | 8,270 | |||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 9.00% | L + 6.50%; 1.00% Floor | 03/31/2023 | 2,323 | 658 | 658 | |||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 9.31% | L + 6.50%; 1.00% Floor | 03/31/2022 | 264 | 165 | 165 | |||||||||||||
| Wine.com, LLC(1) (2) (3) | Beverages | 9.86% | L + 7.00%; 1.00% Floor | 11/14/2024 | 9,600 | 9,417 | 9,408 | |||||||||||||
| Wrike, Inc.(1) (2) (3) | Professional Services | 9.25% | L + 6.75%; 1.00% Floor | 12/31/2024 | 24,433 | 23,960 | 23,944 | |||||||||||||
| Wrike, Inc.(1) (2) (3) (4) (5) | Professional Services | L + 6.75%; 1.00% Floor | 12/31/2024 | 2,400 | (46 | ) | (48 | ) | ||||||||||||
| Xactly Corporation(1) (2) (3) | Internet Software & Services | 9.75% | L + 7.25%; 1.00% Floor | 07/29/2022 | 34,390 | 33,885 | 33,874 | |||||||||||||
| Xactly Corporation(1) (2) (3) (4) (5) | Internet Software & Services | L + 7.25%; 1.00% Floor | 07/29/2022 | 2,554 | (35 | ) | (38 | ) | ||||||||||||
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||
| FWR Holding Corporation(2) (3) (4) | Hotels, Restaurants & Leisure | 7.90% | L + 5.50%; 1.00% Floor | 08/21/2023 | $ | 1,764 | $ | 895 | $ | 908 | ||||||||||
| Gastro Health Holdco, LLC(1) (2) (3) | Health Care Providers & Services | 8.09% | L + 5.50%; 1.00% Floor | 09/04/2024 | 15,262 | 14,990 | 14,957 | |||||||||||||
| Gastro Health Holdco, LLC(1) (2) (3) (4) | Health Care Providers & Services | 8.09% | L + 5.50%; 1.00% Floor | 09/04/2024 | 7,700 | 4,755 | 4,720 | |||||||||||||
| Gastro Health Holdco, LLC(1) (2) (3) (4) (5) | Health Care Providers & Services | L + 5.50%; 1.00% Floor | 09/04/2023 | 3,100 | (52 | ) | (62 | ) | ||||||||||||
| GlobalTranz Enterprises LLC(1) (2) | Road & Rail | 7.39% | L + 5.00% | 05/15/2026 | 12,195 | 11,953 | 11,738 | |||||||||||||
| GlobalTranz Enterprises LLC(1) (2) (4) (5) | Road & Rail | L + 5.00% | 05/15/2026 | 3,147 | (62 | ) | (118 | ) | ||||||||||||
| Granicus, Inc.(1) (2) | Software | 7.08% | L + 4.75%; 1.00% Floor | 09/07/2022 | 13,033 | 12,914 | 12,903 | |||||||||||||
| Hygiena Borrower LLC(2) | Life Sciences Tools & Services | 6.33% | L + 4.00%; 1.00% Floor | 08/26/2022 | 5,659 | 5,592 | 5,545 | |||||||||||||
| Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 580 | (7 | ) | (12 | ) | ||||||||||||
| Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 863 | (5 | ) | (17 | ) | ||||||||||||
| iCIMS, Inc.(1) (2) (3) | Software | 8.90% | L + 6.50%; 1.00% Floor | 09/12/2024 | 45,158 | 44,350 | 44,255 | |||||||||||||
| iCIMS, Inc.(1) (3) | Software | 8.90% | L + 6.50%; 1.00% Floor | 09/12/2024 | 8,317 | 8,151 | 8,150 | |||||||||||||
| iCIMS, Inc.(1) (2) (3) (4) (5) | Software | L + 6.50%; 1.00% Floor | 09/12/2024 | 2,822 | (49 | ) | (56 | ) | ||||||||||||
| Integral Ad Science, Inc.(1) (2) (3) | Media | 9.66% | L + 7.25% (incl. 1.25% PIK); 1.00% Floor | 07/19/2024 | 36,063 | 35,441 | 35,432 | |||||||||||||
| Integral Ad Science, Inc.(1) (2) (3) (4) (5) | Media | L + 6.00%; 1.00% Floor | 07/19/2023 | 2,741 | (45 | ) | (48 | ) | ||||||||||||
| Internet Truckstop Group, LLC(1) (2) (3) | Transportation Infrastructure | 7.91% | L + 5.50%; 1.00% Floor | 04/02/2025 | 34,500 | 33,667 | 33,637 | |||||||||||||
| Internet Truckstop Group, LLC(1) (2) (3) (4) (5) | Transportation Infrastructure | L + 5.50%; 1.00% Floor | 04/02/2025 | 2,800 | (67 | ) | (70 | ) | ||||||||||||
| Lithium Technologies, Inc.(1) (2) (3) | Internet Software & Services | 10.46% | L + 8.00%; 1.00% Floor | 10/03/2022 | 58,727 | 57,694 | 57,699 | |||||||||||||
| Lithium Technologies, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 8.00%; 1.00% Floor | 10/03/2022 | 4,046 | (66 | ) | (71 | ) | ||||||||||||
| Mailgun Technologies, Inc.(1) (2) (3) | Internet Software & Services | 8.33% | L + 6.00%; 1.00% Floor | 03/26/2025 | 20,329 | 19,936 | 19,922 | |||||||||||||
| Mailgun Technologies, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 6.00%; 1.00% Floor | 03/26/2025 | 2,370 | (45 | ) | (47 | ) | ||||||||||||
| Midwest Transport, Inc.(1) (2) (3) | Road & Rail | 9.65% | L + 7.00%; 1.00% Floor | 10/02/2023 | 18,480 | 18,318 | 18,295 | |||||||||||||
| MMIT Holdings, LLC(1) (2) (3) | Health Care Technology | 7.90% | L + 5.50%; 1.00% Floor | 11/15/2024 | 24,776 | 24,316 | 24,280 | |||||||||||||
| MMIT Holdings, LLC(1) (2) (3) (4) (5) | Health Care Technology | L + 5.50%; 1.00% Floor | 11/15/2024 | 4,788 | (87 | ) | (96 | ) | ||||||||||||
| Netvoyage Corporation(1) (2) (3) | Software | 11.41% | L + 9.00%; 1.00% Floor | 03/22/2024 | 13,659 | 13,460 | 13,489 | |||||||||||||
| Netvoyage Corporation(1) (2) (3) (4) (5) | Software | L + 9.00%; 1.00% Floor | 03/24/2022 | 1,044 | (12 | ) | (13 | ) | ||||||||||||
| Pathway Vet Alliance LLC(1) (2) (3) | Health Care Providers & Services | 6.90% | L + 4.50% | 12/20/2024 | 7,413 | 7,343 | 7,338 | |||||||||||||
| Pathway Vet Alliance LLC(1) (2) (3) (4) | Health Care Providers & Services | 6.90% | L + 4.50% | 12/21/2024 | 2,617 | 1,209 | 1,201 | |||||||||||||
| Picture Head Midco LLC(1) (2) (3) | Media | 9.15% | L + 6.75%; 1.00% Floor | 08/31/2023 | 39,310 | 38,599 | 38,622 | |||||||||||||
| Picture Head Midco LLC(1) (2) (3) | Media | 9.14% | L + 6.75%; 1.00% Floor | 08/31/2023 | 2,910 | 2,910 | 2,859 | |||||||||||||
| Power Stop, LLC(1) (2) | Auto Components | 7.09% | L + 4.75% | 10/19/2025 | 11,471 | 11,445 | 11,357 | |||||||||||||
| SF Home Décor, LLC(1) (2) (3) | Household Products | 11.83% | L + 9.50%; 1.00% Floor | 07/13/2022 | 28,835 | 28,251 | 28,114 | |||||||||||||
| Shopatron, LLC(1) (3) | Internet Catalog & Retail | 11.83% | L + 9.50%; 1.00% Floor | 12/18/2020 | 6,667 | 6,557 | 6,550 | |||||||||||||
| SPay, Inc.(1) (2) (3) | Internet Software & Services | 8.15% | L + 5.75%; 1.00% Floor | 06/17/2024 | 15,548 | 15,282 | 15,003 | |||||||||||||
| SPay, Inc.(1) (2) (3) (4) | Internet Software & Services | 8.23% | L + 5.75%; 1.00% Floor | 06/17/2024 | 1,730 | 1,124 | 1,093 | |||||||||||||
| SPay, Inc.(1) (2) (3) (4) | Internet Software & Services | 8.34% | L + 5.75%; 1.00% Floor | 06/17/2024 | 8,630 | 504 | 273 | |||||||||||||
| VRC Companies, LLC(2) (3) | Commercial Services & Supplies | 8.90% | L + 6.50%; 1.00% Floor | 03/31/2023 | 8,332 | 8,263 | 8,249 | |||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 8.90% | L + 6.50%; 1.00% Floor | 03/31/2023 | 2,322 | 1,239 | 1,237 | |||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 9.77% | L + 6.50%; 1.00% Floor | 03/31/2022 | 264 | 148 | 147 | |||||||||||||
| Wine.com, LLC(1) (2) (3) | Beverages | 9.59% | L + 7.00%; 1.00% Floor | 11/14/2024 | 9,600 | 9,423 | 9,408 | |||||||||||||
| Wrike, Inc.(1) (2) (3) | Professional Services | 9.16% | L + 6.75%; 1.00% Floor | 12/31/2024 | 24,433 | 23,976 | 23,944 | |||||||||||||
| Wrike, Inc.(1) (2) (3) (4) (5) | Professional Services | L + 6.75%; 1.00% Floor | 12/31/2024 | 2,400 | (44 | ) | (48 | ) | ||||||||||||
| Xactly Corporation(1) (2) (3) | Internet Software & Services | 9.66% | L + 7.25%; 1.00% Floor | 07/29/2022 | 40,879 | 40,278 | 40,368 | |||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
9
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of March 31,June 30, 2019 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||||||
| Yasso, Inc.(1) (2) (3) | Food Products | 10.25% | L + 7.75%; 1.00% Floor | 03/23/2022 | $ | 12,901 | $ | 12,733 | $ | 12,353 | ||||||||||||||
|
|
|
| |||||||||||||||||||||
Total 1st Lien/Senior Secured Debt |
| 833,405 | 830,557 | |||||||||||||||||||||
| 1stLien/Last-Out Unitranche (7) – 18.46% |
| |||||||||||||||||||||||
Intelligent Document Solutions, Inc.(1) (2) (3) | Diversified Financial Services | 8.60% | L + 6.00%; 1.00% Floor | 02/28/2024 | 30,800 | 29,940 | 29,876 | |||||||||||||||||
Intelligent Document Solutions, Inc.(1) (2) (3) (4) | Diversified Financial Services | 8.61% | L + 6.00%; 1.00% Floor | 02/28/2024 | 21,100 | 16,346 | 16,289 | |||||||||||||||||
| RugsUSA, LLC(1) (2) (3) | Household Products | 8.61% | L + 6.00%; 1.00% Floor | 04/30/2023 | 8,830 | 8,755 | 8,742 | |||||||||||||||||
| Smarsh, Inc.(1) (2) (3) | Software | 10.38% | L + 7.88%; 1.00% Floor | 03/31/2021 | 56,498 | 55,820 | 55,933 | |||||||||||||||||
Vantage Mobility International, LLC(2) (3) | Health Care Equipment & Supplies | 10.26% | L + 7.75%; 1.00% Floor | 09/09/2021 | 25,111 | 24,833 | 21,972 | |||||||||||||||||
| You Fit, LLC(2) (3) | Diversified Consumer Services | 9.35% | L + 6.75%; 1.00% Floor | 01/04/2022 | 34,500 | 33,811 | 34,328 | |||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total 1stLien/Last-Out Unitranche |
| 169,505 | 167,140 | |||||||||||||||||||||
| 2nd Lien/Senior Secured Debt– 49.00% |
| |||||||||||||||||||||||
| American Dental Partners, Inc.(1) (2) (3) | Health Care Providers & Services | 11.10% | L + 8.50%; 1.00% Floor | 09/25/2023 | 9,180 | 9,007 | 8,996 | |||||||||||||||||
| Chase Industries, Inc.(1) (2) (3) | Building Products | 10.69% | L + 8.00%; 1.00% Floor | 05/11/2026 | 25,700 | 24,987 | 24,865 | |||||||||||||||||
| Chase Industries, Inc.(1) (2) (3) (4) (5) | Building Products | L + 8.00%; 1.00% Floor | 05/11/2026 | 6,400 | (172 | ) | (208 | ) | ||||||||||||||||
Country Fresh Holdings, LLC(1) (2) (3) (8) | Food Products | L + 8.75%; 1.00% Floor | 10/02/2023 | 13,800 | 13,573 | 1,380 | ||||||||||||||||||
| DiscoverOrg, LLC(1) (2) | Software | 11.24% | L + 8.50% | 02/01/2027 | 15,400 | 15,171 | 15,362 | |||||||||||||||||
| DuBois Chemicals, Inc.(1) (2) | Chemicals | 10.50% | L + 8.00%; 1.00% Floor | 03/15/2025 | 25,330 | 24,913 | 24,570 | |||||||||||||||||
| ERC Finance, LLC(1) (2) (3) | Health Care Providers & Services | 10.72% | L + 8.22%; 1.00% Floor | 09/22/2025 | 29,800 | 29,220 | 29,204 | |||||||||||||||||
| Genesis Acquisition Co.(1) (2) (3) | Diversified Financial Services | 10.24% | L + 7.50% | 07/31/2025 | 10,500 | 10,255 | 10,211 | |||||||||||||||||
| Genesis Acquisition Co.(1) (2) (3) (4) (5) | Diversified Financial Services | L + 7.50% | 07/31/2025 | 2,700 | (31 | ) | (74 | ) | ||||||||||||||||
| Hygiena Borrower LLC(2) (3) | Life Sciences Tools & Services | 10.35% | L + 7.75%; 1.00% Floor | 08/26/2023 | 2,810 | 2,760 | 2,761 | |||||||||||||||||
| Hygiena Borrower LLC(2) (3) (4) | Life Sciences Tools & Services | 10.35% | L + 7.75%; 1.00% Floor | 08/26/2023 | 1,030 | 137 | 129 | |||||||||||||||||
| ICP Industrial, Inc.(1) (2) (3) | Chemicals | 10.74% | L + 8.25%; 1.00% Floor | 05/03/2024 | 30,700 | 30,061 | 30,086 | |||||||||||||||||
Intelligent Medical Objects, Inc.(1) (2) (3) | Health Care Technology | 11.30% | L + 8.50%; 1.00% Floor | 12/22/2024 | 23,100 | 22,585 | 22,522 | |||||||||||||||||
| Market Track, LLC(1) (2) (3) | Internet Catalog & Retail | 10.49% | L + 7.75%; 1.00% Floor | 06/05/2025 | 32,800 | 31,977 | 31,160 | |||||||||||||||||
National Spine and Pain Centers, LLC(1) (2) (3) | Health Care Providers & Services | 10.75% | L + 8.25%; 1.00% Floor | 12/02/2024 | 28,500 | 27,797 | 27,787 | |||||||||||||||||
| Odyssey Logistics & Technology Corporation(1) (2) | Road & Rail | 10.50% | L + 8.00%; 1.00% Floor | 10/12/2025 | 28,152 | 27,591 | 27,495 | |||||||||||||||||
| Recipe Acquisition Corp.(2) (3) | Food Products | 10.60% | L + 8.00%; 1.00% Floor | 12/01/2022 | 20,000 | 19,749 | 19,750 | |||||||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.50% | L + 8.00%; 1.00% Floor | 11/30/2023 | 12,900 | 12,790 | 12,771 | |||||||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.50% | L + 8.00%; 1.00% Floor | 11/30/2023 | 8,310 | 8,236 | 8,227 | |||||||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.68% | L + 8.00%; 1.00% Floor | 11/30/2023 | 7,200 | 7,059 | 7,128 | |||||||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) (4) (5) | Insurance | L + 8.00%; 1.00% Floor | 11/30/2023 | 6,400 | (52 | ) | (64 | ) | ||||||||||||||||
| SMB Shipping Logistics, LLC(1) (2) (3) | Air Freight & Logistics | 10.86% | L + 8.00%; 1.00% Floor | 02/03/2025 | 33,333 | 32,836 | 32,667 | |||||||||||||||||
| Spectrum Plastics Group, Inc.(1) (2) | Containers & Packaging | 9.50% | L + 7.00%; 1.00% Floor | 01/31/2026 | 9,975 | 9,931 | 9,539 | |||||||||||||||||
| USRP Holdings, Inc.(1) (2) (3) | Insurance | 11.35% | L + 8.75%; 1.00% Floor | 09/29/2025 | 10,300 | 10,183 | 10,171 | |||||||||||||||||
| USRP Holdings, Inc.(1) (2) (3) (4) | Insurance | 11.36% | L + 8.75%; 1.00% Floor | 09/29/2025 | 2,600 | 1,688 | 1,684 | |||||||||||||||||
| Viant Medical Holdings, Inc.(1) (2) | Health Care Equipment & Supplies | 10.35% | L + 7.75% | 07/02/2026 | 12,470 | 12,353 | 12,470 | |||||||||||||||||
| Xcellence, Inc.(1) (2) (3) | IT Services | 11.24% | L + 8.75%; 1.00% Floor | 06/22/2024 | 19,600 | 19,173 | 19,257 | |||||||||||||||||
| YI, LLC(1) (2) (3) | Health Care Equipment & Supplies | 10.35% | L + 7.75%; 1.00% Floor | 11/07/2025 | 23,000 | 22,395 | 22,367 | |||||||||||||||||
| Zep Inc.(1) (2) | Chemicals | 10.85% | L + 8.25%; 1.00% Floor | 08/11/2025 | 35,700 | 34,930 | 31,416 | |||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total 2nd Lien/Senior Secured Debt | 461,102 | 443,629 | ||||||||||||||||||||||
| Unsecured Debt– 0.48% | ||||||||||||||||||||||||
| Recipe Acquisition Corp.(3) | Food Products | 13.25% PIK | 12/21/2022 | 4,361 | 4,312 | 4,295 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total Unsecured Debt | 4,312 | 4,295 | ||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
Total Corporate Debt | 1,468,324 | 1,445,621 | ||||||||||||||||||||||
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||
| Xactly Corporation(1) (2) (3) (4) (5) | Internet Software & Services | L + 7.25%; 1.00% Floor | 07/29/2022 | $ | 2,554 | $ | (32 | ) | $ | (32 | ) | |||||||||
| Yasso, Inc.(1) (2) (3) | Food Products | 10.15% | L + 7.75%; 1.00% Floor | 03/23/2022 | 12,865 | 12,709 | 12,414 | |||||||||||||
|
|
|
| |||||||||||||||||
Total 1st Lien/Senior Secured Debt | 883,960 | 881,866 | ||||||||||||||||||
| 1stLien/Last-Out Unitranche (7) - 12.80% |
| |||||||||||||||||||
| Intelligent Document Solutions, Inc.(1) (2) (3) | Diversified Financial Services | 8.33% | L + 6.00%; 1.00% Floor | 02/28/2024 | 30,800 | 29,977 | 29,953 | |||||||||||||
| Intelligent Document Solutions, Inc.(1) (2) (3) (4) | Diversified Financial Services | 8.40% | L + 6.00%; 1.00% Floor | 02/28/2024 | 21,100 | 16,371 | 16,342 | |||||||||||||
| RugsUSA, LLC(1) (2) (3) | Household Products | 8.33% | L + 6.00%; 1.00% Floor | 04/30/2023 | 8,830 | 8,759 | 8,764 | |||||||||||||
| Smarsh, Inc.(1) (2) (3) | Software | 10.29% | L + 7.88%; 1.00% Floor | 03/31/2021 | 56,356 | 55,758 | 55,792 | |||||||||||||
| Vantage Mobility International, LLC(2) (3) | Health Care Equipment & Supplies | 8.44% | L + 6.00% PIK; 1.00% Floor | 06/30/2023 | 10,055 | 10,055 | 9,552 | |||||||||||||
| Vantage Mobility International, LLC(2) (3) (4) | Health Care Equipment & Supplies | L + 6.00% PIK; 1.00% Floor | 06/30/2023 | 717 | – | (36 | ) | |||||||||||||
|
|
|
| |||||||||||||||||
Total 1stLien/Last-Out Unitranche | 120,920 | 120,367 | ||||||||||||||||||
| 2nd Lien/Senior Secured Debt- 47.47% |
| |||||||||||||||||||
| American Dental Partners, Inc.(1) (2) (3) | Health Care Providers & Services | 10.83% | L + 8.50%; 1.00% Floor | 09/25/2023 | 9,180 | 9,015 | 9,019 | |||||||||||||
| Chase Industries, Inc.(1) (2) (3) | Building Products | 10.54% | L + 8.00%; 1.00% Floor | 05/11/2026 | 25,700 | 25,004 | 24,865 | |||||||||||||
| Chase Industries, Inc.(1) (2) (3) (4) (5) | Building Products | L + 8.00%; 1.00% Floor | 05/11/2026 | 6,400 | (166 | ) | (208 | ) | ||||||||||||
| DiscoverOrg, LLC(1) (2) | Software | 10.90% | L + 8.50% | 02/01/2027 | 15,400 | 15,176 | 15,188 | |||||||||||||
| DuBois Chemicals, Inc.(1) (2) | Chemicals | 10.40% | L + 8.00%; 1.00% Floor | 03/15/2025 | 25,330 | 24,926 | 24,633 | |||||||||||||
| ERC Finance, LLC(1) (2) (3) | Health Care Providers & Services | 10.62% | L + 8.22%; 1.00% Floor | 09/22/2025 | 29,800 | 29,236 | 29,204 | |||||||||||||
| Genesis Acquisition Co.(1) (2) (3) | Diversified Financial Services | 10.04% | L + 7.50% | 07/31/2025 | 10,500 | 10,262 | 10,211 | |||||||||||||
| Genesis Acquisition Co.(1) (2) (3) (4) (5) | Diversified Financial Services | L + 7.50% | 07/31/2025 | 2,700 | (30 | ) | (74 | ) | ||||||||||||
| Hygiena Borrower LLC(2) (3) | Life Sciences Tools & Services | 10.08% | L + 7.75%; 1.00% Floor | 08/26/2023 | 2,810 | 2,763 | 2,761 | |||||||||||||
| Hygiena Borrower LLC(2) (3) (4) | Life Sciences Tools & Services | 10.08% | L + 7.75%; 1.00% Floor | 08/26/2023 | 1,030 | 137 | 129 | |||||||||||||
| ICP Industrial, Inc.(1) (2) (3) | Chemicals | 10.64% | L + 8.25%; 1.00% Floor | 05/03/2024 | 30,700 | 30,085 | 30,086 | |||||||||||||
| Intelligent Medical Objects, Inc.(1) (2) (3) | Health Care Technology | 10.81% | L + 8.50%; 1.00% Floor | 12/22/2024 | 23,100 | 22,602 | 22,811 | |||||||||||||
| Market Track, LLC(1) (2) (3) | Internet Catalog & Retail | 10.15% | L + 7.75%; 1.00% Floor | 06/05/2025 | 32,800 | 32,002 | 31,488 | |||||||||||||
| National Spine and Pain Centers, LLC(1) (2) (3) | Health Care Providers & Services | 10.65% | L + 8.25%; 1.00% Floor | 12/02/2024 | 28,500 | 27,821 | 27,787 | |||||||||||||
| Odyssey Logistics & Technology Corporation(1) (2) | Road & Rail | 10.40% | L + 8.00%; 1.00% Floor | 10/12/2025 | 28,152 | 27,607 | 27,589 | |||||||||||||
| Recipe Acquisition Corp.(2) (3) | Food Products | 10.33% | L + 8.00%; 1.00% Floor | 12/01/2022 | 20,000 | 19,764 | 19,750 | |||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.58% | L + 8.00%; 1.00% Floor | 11/30/2023 | 12,900 | 12,795 | 12,771 | |||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.58% | L + 8.00%; 1.00% Floor | 11/30/2023 | 8,310 | 8,239 | 8,227 | |||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.53% | L + 8.00%; 1.00% Floor | 11/30/2023 | 7,200 | 7,065 | 7,128 | |||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) (4) | Insurance | 10.40% | L + 8.00%; 1.00% Floor | 11/30/2023 | 6,400 | 3,278 | 3,264 | |||||||||||||
| SMB Shipping Logistics, LLC(1) (2) (3) | Air Freight & Logistics | 10.52% | L + 8.00%; 1.00% Floor | 02/03/2025 | 33,333 | 32,852 | 32,667 | |||||||||||||
| Spectrum Plastics Group, Inc.(1) (2) | Containers & Packaging | 9.40% | L + 7.00%; 1.00% Floor | 01/31/2026 | 9,975 | 9,932 | 9,327 | |||||||||||||
| USRP Holdings, Inc.(1) (2) (3) | Insurance | 11.08% | L + 8.75%; 1.00% Floor | 09/29/2025 | 10,300 | 10,186 | 10,171 | |||||||||||||
| USRP Holdings, Inc.(1) (2) (3) (4) | Insurance | 11.15% | L + 8.75%; 1.00% Floor | 09/29/2025 | 2,600 | 1,689 | 1,684 | |||||||||||||
| Viant Medical Holdings, Inc.(1) (2) | Health Care Equipment & Supplies | 10.08% | L + 7.75% | 07/02/2026 | 12,470 | 12,356 | 12,252 | |||||||||||||
| Xcellence, Inc.(1) (2) (3) | IT Services | 11.28% | L + 8.75%; 1.00% Floor | 06/22/2024 | 27,900 | 27,282 | 27,412 | |||||||||||||
| YI, LLC(1) (2) (3) | Health Care Equipment & Supplies | 10.08% | L + 7.75%; 1.00% Floor | 11/07/2025 | 22,903 | 22,317 | 22,273 | |||||||||||||
| Zep Inc.(1) (2) | Chemicals | 10.58% | L + 8.25%; 1.00% Floor | 08/11/2025 | 35,700 | 34,952 | 24,157 | |||||||||||||
|
|
|
| |||||||||||||||||
Total 2nd Lien/Senior Secured Debt | 459,147 | 446,572 | ||||||||||||||||||
| Unsecured Debt- 0.46% |
| |||||||||||||||||||
| Recipe Acquisition Corp.(3) | Food Products | 13.25% PIK | 12/21/2022 | 4,361 | 4,314 | 4,306 | ||||||||||||||
|
|
|
| |||||||||||||||||
Total Unsecured Debt | 4,314 | 4,306 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
Total Corporate Debt | 1,468,341 | 1,453,111 | ||||||||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
10
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of March 31,June 30, 2019 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
| Portfolio Company | Industry | Coupon | Shares | Cost | Fair Value | |||||||||||
| Preferred Stock– 1.41% |
| |||||||||||||||
| Accuity Delivery Systems, LLC^ (1) (3) (9) (10) | Health Care Providers & Services | 145,695 | $ | 4,800 | $ | 6,240 | ||||||||||
| Datacor Holdings, Inc.(3) (6) (9) (10) | Chemicals | 7.00% PIK | 1,000,000 | 1,000 | 1,460 | |||||||||||
| Recipe Acquisition Corp.(3) (9) (10) | Food Products | 11.00% PIK | 1,600 | 1,496 | 2,113 | |||||||||||
| Wine.com, LLC(1) (3) (9) (10) | Beverages | 337,425 | 2,900 | 2,986 | ||||||||||||
|
|
|
| |||||||||||||
Total Preferred Stock | 10,196 | 12,799 | ||||||||||||||
| Common Stock– 1.38% |
| |||||||||||||||
| Collaborative Imaging Holdco, LLC – Class B^^^ (1) (3) (9) | Health Care Providers & Services | 12,370 | 1,667 | 1,879 | ||||||||||||
| Collaborative Imaging Holdco, LLC – Class C^^^ (1) (3) (6) (9) (10) | Health Care Providers & Services | 11,675 | 232 | 259 | ||||||||||||
| Continuum Managed Services LLC – Class A(1) (3) (9) (10) | IT Services | 1,079 | 1,079 | 1,268 | ||||||||||||
| Continuum Managed Services LLC – Class B(1) (3) (9) (10) | IT Services | 731,623 | 11 | 1,244 | ||||||||||||
| Elah Holdings, Inc.^ (1) (3) (9) (10) | Capital Markets | 69,386 | 3,354 | 3,354 | ||||||||||||
| National Spine and Pain Centers, LLC(1) (3) (9) (10) | Health Care Providers & Services | 900 | 900 | 418 | ||||||||||||
| Wrike, Inc.(1) (3) (9) (10) | Professional Services | 524,730 | 3,260 | 3,773 | ||||||||||||
| Yasso, Inc.(1) (3) (9) (10) | Food Products | 1,360 | 1,360 | 303 | ||||||||||||
|
|
|
| |||||||||||||
Total Common Stock | 11,863 | 12,498 | ||||||||||||||
| Portfolio Company | Industry | Units | Cost | Fair Value | ||||||||||||
| Warrants – 0.02% |
| |||||||||||||||
| Recipe Acquisition Corp.(3) (9) | Food Products | 44 | $ | 104 | $ | 138 | ||||||||||
|
|
|
| |||||||||||||
Total Warrants | 104 | 138 | ||||||||||||||
| Yield | Shares | Cost | Fair Value | |||||||||||||
| Investments in Affiliated Money Market Fund– 1.27% # |
| |||||||||||||||
| Goldman Sachs Financial Square Government Fund – Institutional Shares^^^ | 2.35%(11) | 11,500,702 | $ | 11,501 | $ | 11,501 | ||||||||||
|
|
|
| |||||||||||||
Total Investments in Affiliated Money Market Fund | 11,501 | 11,501 | ||||||||||||||
|
|
|
| |||||||||||||
| TOTAL INVESTMENTS – 163.76% |
| $ | 1,501,988 | $ | 1,482,557 | |||||||||||
|
|
|
| |||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS – (63.76%) |
| $ | (577,232 | ) | ||||||||||||
|
| |||||||||||||||
| NET ASSETS – 100.00% |
| $ | 905,325 | |||||||||||||
|
| |||||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
11
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of March 31, 2019 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
| Portfolio Company | Industry | Coupon | Shares | Cost | Fair Value | |||||||||||
| Preferred Stock– 1.76% |
| |||||||||||||||
| Accuity Delivery Systems, LLC^ (1) (3) (8) (9) | Health Care Providers & Services | 145,695 | $ | 4,800 | $ | 6,720 | ||||||||||
| Recipe Acquisition Corp.(3) (8) (9) | Food Products | 11.00% PIK | 1,600 | 1,496 | 2,018 | |||||||||||
| Vantage Mobility International, LLC(3) (8) (9) | Health Care Equipment & Supplies | 11,486,738 | 6,010 | 4,939 | ||||||||||||
| Wine.com, LLC(1) (3) (8) (9) | Beverages | 337,425 | 2,900 | 2,899 | ||||||||||||
|
|
|
| |||||||||||||
Total Preferred Stock | 15,206 | 16,576 | ||||||||||||||
| Common Stock– 1.70% |
| |||||||||||||||
| Collaborative Imaging Holdco, LLC – Class B^^^ (1) (3) (9) | Health Care Providers & Services | 12,370 | 1,668 | 2,215 | ||||||||||||
| Collaborative Imaging Holdco, LLC – Performance Units^^^ (1) (3) (6) (8) (9) | Health Care Providers & Services | 11,675 | 232 | 661 | ||||||||||||
| Continuum Managed Services LLC – Class A(1) (3) (8) (9) | IT Services | 1,079 | 1,079 | 1,296 | ||||||||||||
| Continuum Managed Services LLC – Class B(1) (3) (8) (9) | IT Services | 731,623 | 11 | 1,844 | ||||||||||||
| Country Fresh Holding Company Inc.(1) (3) (8) (9) | Food Products | 986 | 1,232 | 1,205 | ||||||||||||
| Elah Holdings, Inc.^ (1) (3) (8) (9) | Capital Markets | 69,386 | 3,354 | 3,354 | ||||||||||||
| National Spine and Pain Centers, LLC(1) (3) (8) (9) | Health Care Providers & Services | 900 | 900 | 383 | ||||||||||||
| Vantage Mobility International, LLC(3) (8) (9) | Health Care Equipment & Supplies | 5,371,684 | – | 54 | ||||||||||||
| Wrike, Inc.(1) (3) (8) (9) | Professional Services | 524,730 | 3,260 | 4,423 | ||||||||||||
| Yasso, Inc.(1) (3) (8) (9) | Food Products | 1,360 | 1,360 | 566 | ||||||||||||
|
|
|
| |||||||||||||
Total Common Stock | 13,096 | 16,001 | ||||||||||||||
| Portfolio Company | Industry | Units | Cost | Fair Value | ||||||||||||
| Warrants– 0.01% |
| |||||||||||||||
| Recipe Acquisition Corp.(3) (9) | Food Products | 44 | $ | 104 | $ | 89 | ||||||||||
|
|
|
| |||||||||||||
Total Warrants | 104 | 89 | ||||||||||||||
| Yield | Shares | Cost | Fair Value | |||||||||||||
| Investments in Affiliated Money Market Fund– 3.44% # |
| |||||||||||||||
| Goldman Sachs Financial Square Government Fund - Institutional Shares^^^ | 2.26%(10) | 32,363,000 | $ | 32,363 | $ | 32,363 | ||||||||||
|
|
|
| |||||||||||||
Total Investments in Affiliated Money Market Fund | 32,363 | 32,363 | ||||||||||||||
|
|
|
| |||||||||||||
| TOTAL INVESTMENTS – 161.38% |
| $ | 1,529,110 | $ | 1,518,140 | |||||||||||
|
|
|
| |||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS – (61.38%) |
| $ | (577,437 | ) | ||||||||||||
|
| |||||||||||||||
| NET ASSETS – 100.00% |
| $ | 940,703 | |||||||||||||
|
| |||||||||||||||
| (+) | The Consolidated Schedule of Investments discloses the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of |
| (++) | Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Euro (“€”). |
| # | Percentages are based on net assets. |
| ^ | As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”. |
| ^^^ | The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 “Significant Agreements and Related Party Transactions”. |
| (1) | Representco-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”. |
| (2) | All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the |
The accompanying notes are part of these unaudited consolidated financial statements.
11
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of June 30, 2019 (continued)
(in thousands, except unit and per unit amounts)
(Unaudited)
| (3) | The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”. |
| (4) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See Note 8 “Commitments and Contingencies”. |
| (5) | The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan. |
| (6) | The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire anynon-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of |
| (7) | In exchange for the greater risk of loss, the“last-out” portion of the Company’s unitranche loan investment generally earns a higher interest rate than the“first-out” portions. The“first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the“last-out” portion that the Company would continue to hold. |
| (8) |
|
| (9) | Securities exempt from registration under the Securities Act and may be deemed to be “restricted securities” under the Securities Act. As of |
| Investment | Acquisition Date | |||||||
| Accuity Delivery Systems, LLC – Preferred Stock | 06/13/2018 | |||||||
| Collaborative Imaging Holdco, LLC – Class B – Common Stock | 03/30/2018 | |||||||
| Collaborative Imaging Holdco, LLC – | 03/30/2018 | |||||||
| Continuum Managed Services LLC – Class A – Common Stock | 06/08/2017 | |||||||
| Continuum Managed Services LLC – Class B – Common Stock | 06/08/2017 | |||||||
| Elah Holdings, Inc. – Common Stock | 05/09/2018 | |||||||
| National Spine and Pain Centers, LLC – Common Stock | 06/02/2017 | |||||||
| Recipe Acquisition Corp. – Preferred Stock | 12/22/2016 | |||||||
| Recipe Acquisition Corp. – Warrants | 12/22/2016 | |||||||
| Vantage Mobility International, LLC – Common Stock | 05/23/2019 | |||||||
| Vantage Mobility International, LLC – Preferred Stock | 05/23/2019 | |||||||
| Wine.com, LLC – Preferred Stock | 11/14/2018 | |||||||
| Wrike, Inc. – Common Stock | 12/31/2018 | |||||||
| Yasso, Inc. – Common Stock | 03/23/2017 | |||||||
| (10) |
|
The rate shown is the annualizedseven-day yield as of |
PIK –Payment-In-KindPayment In Kind
ADDITIONAL INFORMATION
Foreign currency forward contracts
| Counterparty | Currency Purchased | Currency Sold | Settlement | Unrealized Appreciation (Depreciation) | Currency Purchased | Currency Sold | Settlement | Unrealized Appreciation (Depreciation) | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 420 | EUR 356 | 04/03/2019 | $ | 21 | |||||||||||||||||||||||||||
| Bank of America, N.A. | USD 357 | EUR 301 | 05/06/2019 | 18 | ||||||||||||||||||||||||||||
| Bank of America, N.A. | USD 447 | EUR 375 | 07/03/2019 | 22 | USD 447 | EUR 375 | 07/03/2019 | $ | 20 | |||||||||||||||||||||||
| Bank of America, N.A. | USD 360 | EUR 301 | 08/05/2019 | 18 | USD 360 | EUR 301 | 08/05/2019 | 16 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 472 | EUR 394 | 10/04/2019 | 24 | USD 472 | EUR 394 | 10/04/2019 | 21 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 378 | EUR 314 | 11/05/2019 | 20 | USD 378 | EUR 314 | 11/05/2019 | 18 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 472 | EUR 390 | 01/06/2020 | 24 | USD 472 | EUR 390 | 01/06/2020 | 22 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 479 | EUR 393 | 04/06/2020 | 26 | USD 479 | EUR 393 | 04/06/2020 | 23 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 480 | EUR 390 | 07/06/2020 | 26 | USD 480 | EUR 390 | 07/06/2020 | 25 | ||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||
| $ | 199 | $ | 145 | |||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||
Currency Abbreviations:
EUR – Euro
USD – U.S. Dollar
The accompanying notes are part of these unaudited consolidated financial statements.
12
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2018
(in thousands, except unit and per unit amounts)
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | ||||||||||||||||||||||||||
| Investments at Fair Value – 173.30% # | Investments at Fair Value – 173.30% # |
| Investments at Fair Value – 173.30% # |
| ||||||||||||||||||||||||||||||||||||
| Corporate Debt – 170.38% | Corporate Debt – 170.38% |
| Corporate Debt – 170.38% |
| ||||||||||||||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt – 91.82% | 1st Lien/Senior Secured Debt – 91.82% |
| 1st Lien/Senior Secured Debt – 91.82% |
| ||||||||||||||||||||||||||||||||||||
Accuity Delivery Systems, LLC^ (1) (2) (3) | Health Care Providers & Services | 9.78% | L + 7.00%; 1.00% Floor | 06/13/2023 | $ | 15,350 | $ | 14,930 | $ | 14,928 | Health Care Providers & Services | 9.78% | L + 7.00%; 1.00% Floor | 06/13/2023 | $ | 15,350 | $ | 14,930 | $ | 14,928 | ||||||||||||||||||||
| Associations, Inc.(1) (2) (3) | Real Estate Management & Development | 9.40% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 17,807 | 17,597 | 17,629 | Real Estate Management & Development | 9.40% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 17,807 | 17,597 | 17,629 | ||||||||||||||||||||||||||
| Associations, Inc.(1) (2) (3) (4) | Real Estate Management & Development | 9.40% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 4,438 | 1,528 | 1,536 | Real Estate Management & Development | 9.40% | L + 7.00% (incl. 3.00% PIK); 1.00% Floor | 07/30/2024 | 4,438 | 1,528 | 1,536 | ||||||||||||||||||||||||||
| Associations, Inc.(1) (2) (3) (4) (5) | Real Estate Management & Development | L + 4.00%; 1.00% Floor | 07/30/2024 | 886 | (10 | ) | (9 | ) | Real Estate Management & Development | L + 4.00%; 1.00% Floor | 07/30/2024 | 886 | (10 | ) | (9 | ) | ||||||||||||||||||||||||
| Bullhorn, Inc.(1) (2) (3) | Internet Software & Services | 9.40% | L + 6.75%; 1.00% Floor | 11/21/2022 | 18,237 | 18,084 | 18,100 | Internet Software & Services | 9.40% | L + 6.75%; 1.00% Floor | 11/21/2022 | 18,237 | 18,084 | 18,100 | ||||||||||||||||||||||||||
| Bullhorn, Inc.(1) (2) (3) | Internet Software & Services | 9.40% | L + 6.75%; 1.00% Floor | 11/21/2022 | 4,825 | 4,785 | 4,789 | Internet Software & Services | 9.40% | L + 6.75%; 1.00% Floor | 11/21/2022 | 4,825 | 4,785 | 4,789 | ||||||||||||||||||||||||||
| Bullhorn, Inc.(1) (2) (3) | Internet Software & Services | 9.33% | L + 6.75%; 1.00% Floor | 11/21/2022 | 952 | 937 | 945 | Internet Software & Services | 9.33% | L + 6.75%; 1.00% Floor | 11/21/2022 | 952 | 937 | 945 | ||||||||||||||||||||||||||
| Businessolver.com, Inc.(1) (2) (3) | Health Care Technology | 10.12% | L + 7.50%; 1.00% Floor | 05/15/2023 | 31,875 | 31,302 | 31,238 | Health Care Technology | 10.12% | L + 7.50%; 1.00% Floor | 05/15/2023 | 31,875 | 31,302 | 31,238 | ||||||||||||||||||||||||||
| Businessolver.com, Inc.(1) (2) (3) (4) | Health Care Technology | 12.00% | P + 6.50%; 2.00% Floor | 05/15/2023 | 3,984 | 1,524 | 1,514 | Health Care Technology | 12.00% | P + 6.50%; 2.00% Floor | 05/15/2023 | 3,984 | 1,524 | 1,514 | ||||||||||||||||||||||||||
| Businessolver.com, Inc.(1) (2) (3) (4) | Health Care Technology | 10.12% | L + 7.50%; 1.00% Floor | 05/15/2023 | 4,781 | 1,142 | 1,100 | Health Care Technology | 10.12% | L + 7.50%; 1.00% Floor | 05/15/2023 | 4,781 | 1,142 | 1,100 | ||||||||||||||||||||||||||
Collaborative Imaging, LLC^^^ (1) (2) (3) | Health Care Providers & Services | 9.03% | L + 6.50%; 1.00% Floor | 03/28/2025 | 13,400 | 13,215 | 13,132 | Health Care Providers & Services | 9.03% | L + 6.50%; 1.00% Floor | 03/28/2025 | 13,400 | 13,215 | 13,132 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) | IT Services | 8.53% | L + 6.00%; 1.00% Floor | 06/08/2023 | 31,372 | 30,689 | 30,745 | IT Services | 8.53% | L + 6.00%; 1.00% Floor | 06/08/2023 | 31,372 | 30,689 | 30,745 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) | IT Services | 8.53% | L + 6.00%; 1.00% Floor | 06/08/2023 | 9,060 | 8,879 | 8,879 | IT Services | 8.53% | L + 6.00%; 1.00% Floor | 06/08/2023 | 9,060 | 8,879 | 8,879 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) | IT Services | 8.53% | L + 6.00%; 1.00% Floor | 06/08/2023 | 2,658 | 2,604 | 2,605 | IT Services | 8.53% | L + 6.00%; 1.00% Floor | 06/08/2023 | 2,658 | 2,604 | 2,605 | ||||||||||||||||||||||||||
Continuum Managed Services LLC(1) (2) (3) (4) (5) | IT Services | L + 6.00%; 1.00% Floor | 06/08/2022 | 3,280 | (63 | ) | (66 | ) | IT Services | L + 6.00%; 1.00% Floor | 06/08/2022 | 3,280 | (63 | ) | (66 | ) | ||||||||||||||||||||||||
| Dade Paper & Bag, LLC(1) (2) (3) | Distributors | 10.02% | L + 7.50%; 1.00% Floor | 06/10/2024 | 16,154 | 15,886 | 15,912 | Distributors | 10.02% | L + 7.50%; 1.00% Floor | 06/10/2024 | 16,154 | 15,886 | 15,912 | ||||||||||||||||||||||||||
| Dade Paper & Bag, LLC(1) (2) (3) | Distributors | 9.52% | L + 7.00%; 1.00% Floor | 06/10/2024 | 2,060 | 2,042 | 1,983 | Distributors | 9.52% | L + 7.00%; 1.00% Floor | 06/10/2024 | 2,060 | 2,042 | 1,983 | ||||||||||||||||||||||||||
| Datacor Holdings, Inc.(2) (3) | Chemicals | 9.50% | 08/12/2022 | 13,830 | 13,644 | 13,657 | Chemicals | 9.50% | 08/12/2022 | 13,830 | 13,644 | 13,657 | ||||||||||||||||||||||||||||
| Datto, Inc.(1) (2) | IT Services | 10.46% | L + 8.00%; 1.00% Floor | 12/07/2022 | 55,556 | 54,659 | 55,139 | IT Services | 10.46% | L + 8.00%; 1.00% Floor | 12/07/2022 | 55,556 | 54,659 | 55,139 | ||||||||||||||||||||||||||
| Datto, Inc.(1) (2) (4) (5) | IT Services | L + 8.00%; 1.00% Floor | 12/07/2022 | 3,739 | (58 | ) | (28 | ) | IT Services | L + 8.00%; 1.00% Floor | 12/07/2022 | 3,739 | (58 | ) | (28 | ) | ||||||||||||||||||||||||
| DDS USA Holding, Inc.(1) (2) | Health Care Equipment & Supplies | 8.57% | L + 5.75%; 1.00% Floor | 06/30/2022 | 5,981 | 5,952 | 5,937 | Health Care Equipment & Supplies | 8.57% | L + 5.75%; 1.00% Floor | 06/30/2022 | 5,981 | 5,952 | 5,937 | ||||||||||||||||||||||||||
| DDS USA Holding, Inc.(1) (2) | Health Care Equipment & Supplies | 8.57% | L + 5.75%; 1.00% Floor | 06/30/2022 | 5,789 | 5,762 | 5,745 | Health Care Equipment & Supplies | 8.57% | L + 5.75%; 1.00% Floor | 06/30/2022 | 5,789 | 5,762 | 5,745 | ||||||||||||||||||||||||||
| DDS USA Holding, Inc.(1) (2) (4) (5) | Health Care Equipment & Supplies | L + 5.75%; 1.00% Floor | 06/30/2022 | 1,625 | (8 | ) | (12 | ) | Health Care Equipment & Supplies | L + 5.75%; 1.00% Floor | 06/30/2022 | 1,625 | (8 | ) | (12 | ) | ||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) | Professional Services | 8.03% | L + 5.50%; 1.00% Floor | 04/14/2022 | € | 24,447 | 27,949 | 27,660 | Professional Services | 8.03% | L + 5.50%; 1.00% Floor | 04/14/2022 | € | 24,447 | 27,949 | 27,660 | ||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) | Professional Services | 8.03% | L + 5.50%; 1.00% Floor | 04/14/2022 | 774 | 764 | 765 | Professional Services | 8.03% | L + 5.50%; 1.00% Floor | 04/14/2022 | 774 | 764 | 765 | ||||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) (4) | Professional Services | 8.28% | L + 5.50%; 1.00% Floor | 04/14/2022 | 1,900 | 718 | 736 | Professional Services | 8.28% | L + 5.50%; 1.00% Floor | 04/14/2022 | 1,900 | 718 | 736 | ||||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) (4) (5) | Professional Services | L + 5.50%; 1.00% Floor | 04/14/2022 | 374 | (5 | ) | (5 | ) | Professional Services | L + 5.50%; 1.00% Floor | 04/14/2022 | 374 | (5 | ) | (5 | ) | ||||||||||||||||||||||||
| Diligent Corporation(1) (2) (3) (4) (5) | Professional Services | L + 5.50%; 1.00% Floor | 04/14/2022 | 14,490 | (179 | ) | (181 | ) | Professional Services | L + 5.50%; 1.00% Floor | 04/14/2022 | 14,490 | (179 | ) | (181 | ) | ||||||||||||||||||||||||
| Empirix, Inc.(1) (2) (3) | Diversified Telecommunication Services | 8.93% | L + 6.25%; 1.00% Floor | 09/25/2024 | 33,700 | 33,131 | 33,110 | Diversified Telecommunication Services | 8.93% | L + 6.25%; 1.00% Floor | 09/25/2024 | 33,700 | 33,131 | 33,110 | ||||||||||||||||||||||||||
| Empirix, Inc.(1) (2) (3) (4) (5) | Diversified Telecommunication Services | L + 6.25%; 1.00% Floor | 09/25/2023 | 1,900 | (31 | ) | (33 | ) | Diversified Telecommunication Services | L + 6.25%; 1.00% Floor | 09/25/2023 | 1,900 | (31 | ) | (33 | ) | ||||||||||||||||||||||||
Fenergo Finance 3 Limited(1) (2) (3) (6) | Diversified Financial Services | 9.13% | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 26,900 | 30,744 | 30,204 | Diversified Financial Services | 9.13% | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 26,900 | 30,744 | 30,204 | ||||||||||||||||||||||||
Fenergo Finance 3 Limited(1) (2) (3) (4) (5) (6) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | 1,785 | (30 | ) | (36 | ) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | 1,785 | (30 | ) | (36 | ) | ||||||||||||||||||||||||
Fenergo Finance 3 Limited(1) (2) (3) (4) (5) (6) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 2,300 | (44 | ) | (91 | ) | Diversified Financial Services | L + 6.25%; 1.00% Floor | 09/05/2024 | € | 2,300 | (44 | ) | (91 | ) | ||||||||||||||||||||||
| FWR Holding Corporation(2) (3) | Hotels, Restaurants & Leisure | 8.26% | L + 5.75%; 1.00% Floor | 08/21/2023 | 13,500 | 13,226 | 13,230 | Hotels, Restaurants & Leisure | 8.26% | L + 5.75%; 1.00% Floor | 08/21/2023 | 13,500 | 13,226 | 13,230 | ||||||||||||||||||||||||||
| FWR Holding Corporation(2) (3) | Hotels, Restaurants & Leisure | 8.26% | L + 5.75%; 1.00% Floor | 08/21/2023 | 2,690 | 2,637 | 2,636 | Hotels, Restaurants & Leisure | 8.26% | L + 5.75%; 1.00% Floor | 08/21/2023 | 2,690 | 2,637 | 2,636 | ||||||||||||||||||||||||||
| FWR Holding Corporation(2) (3) | Hotels, Restaurants & Leisure | 8.26% | L + 5.75%; 1.00% Floor | 08/21/2023 | 1,705 | 1,672 | 1,671 | Hotels, Restaurants & Leisure | 8.26% | L + 5.75%; 1.00% Floor | 08/21/2023 | 1,705 | 1,672 | 1,671 | ||||||||||||||||||||||||||
| FWR Holding Corporation(2) (3) (4) | Hotels, Restaurants & Leisure | 10.25% | P + 4.75%; 2.00% Floor | 08/21/2023 | 1,764 | 626 | 626 | Hotels, Restaurants & Leisure | 10.25% | P + 4.75%; 2.00% Floor | 08/21/2023 | 1,764 | 626 | 626 | ||||||||||||||||||||||||||
Gastro Health Holdco, LLC(1) (2) (3) | Health Care Providers & Services | 8.74% | L + 6.00%; 1.00% Floor | 09/04/2024 | 15,300 | 15,007 | 14,994 | Health Care Providers & Services | 8.74% | L + 6.00%; 1.00% Floor | 09/04/2024 | 15,300 | 15,007 | 14,994 | ||||||||||||||||||||||||||
Gastro Health Holdco, LLC(1) (2) (3) (4) (5) | Health Care Providers & Services | L + 6.00%; 1.00% Floor | 09/04/2023 | 3,100 | (58 | ) | (62 | ) | Health Care Providers & Services | L + 6.00%; 1.00% Floor | 09/04/2023 | 3,100 | (58 | ) | (62 | ) | ||||||||||||||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
13
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2018 (continued)
(in thousands, except unit and per unit amounts)
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||||
Gastro Health Holdco, LLC(1) (2) (3) (4) (5) | Health Care Providers & Services | L + 6.00%; 1.00% Floor | 09/04/2024 | $ | 7,700 | $ | (91) | $ | (154) | |||||||||||||
| Hygiena Borrower LLC(2) | Life Sciences Tools & Services | 6.80% | L + 4.00%; 1.00% Floor | 08/26/2022 | 5,688 | 5,611 | 5,574 | |||||||||||||||
Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 580 | (8 | ) | (12 | ) | ||||||||||||||
Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 863 | (6 | ) | (17 | ) | ||||||||||||||
| iCIMS, Inc.(1) (2) (3) | Software | 8.94% | L + 6.50%; 1.00% Floor | 09/12/2024 | 45,158 | 44,291 | 44,255 | |||||||||||||||
| iCIMS, Inc.(1) (2) (3) (4) (5) | Software | L + 6.50%; 1.00% Floor | 09/12/2024 | 2,822 | (54 | ) | (56 | ) | ||||||||||||||
Integral Ad Science, Inc.(1) (2) (3) | Media | 9.78% | L + 7.25% (incl. 1.25% PIK); 1.00% Floor | 07/19/2024 | 35,840 | 35,169 | 35,123 | |||||||||||||||
Integral Ad Science, Inc.(1) (2) (3) (4) (5) | Media | L + 6.00%; 1.00% Floor | 07/19/2023 | 2,741 | (50 | )�� | (55 | ) | ||||||||||||||
Lithium Technologies, Inc.(1) (2) (3) | Internet Software & Services | 10.39% | L + 8.00%; 1.00% Floor | 10/03/2022 | 58,727 | 57,564 | 57,553 | |||||||||||||||
Lithium Technologies, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 8.00%; 1.00% Floor | 10/03/2022 | 4,046 | (76 | ) | (81 | ) | ||||||||||||||
| Midwest Transport, Inc.(1) (2) | Road & Rail | 9.80% | L + 7.00%; 1.00% Floor | 10/02/2023 | 18,960 | 18,778 | 18,770 | |||||||||||||||
| MMIT Holdings, LLC(1) (2) | Health Care Technology | 8.02% | L + 5.50%; 1.00% Floor | 11/15/2024 | 13,400 | 13,137 | 13,132 | |||||||||||||||
MMIT Holdings, LLC(1) (2) (4) (5) | Health Care Technology | L + 5.50%; 1.00% Floor | 11/15/2024 | 3,830 | (75 | ) | (77 | ) | ||||||||||||||
Netvoyage Corporation(1) (2) (3) | Software | 11.53% | L + 9.00%; 1.00% Floor | 03/24/2022 | 13,729 | 13,531 | 13,557 | |||||||||||||||
Netvoyage Corporation(1) (2) (3) (4) (5) | Software | L + 9.00%; 1.00% Floor | 03/24/2022 | 1,044 | (14 | ) | (13 | ) | ||||||||||||||
Picture Head Midco LLC(1) (2) (3) | Media | 9.27% | L + 6.75%; 1.00% Floor | 08/31/2023 | 34,930 | 34,270 | 34,231 | |||||||||||||||
Picture Head Midco LLC(1) (2) (3) (4) | Media | 9.27% | L + 6.75%; 1.00% Floor | 08/31/2023 | 3,840 | 1,116 | 1,075 | |||||||||||||||
Picture Head Midco LLC(1) (2) (3) (4) (5) | Media | L + 6.75%; 1.00% Floor | 08/31/2023 | 3,840 | (72 | ) | (77 | ) | ||||||||||||||
| Power Stop, LLC(1) (2) | Auto Components | 7.55% | L + 4.75% | 10/19/2025 | 11,500 | 11,472 | 11,443 | |||||||||||||||
| SF Home Décor, LLC(1) (2) (3) | Household Products | 12.31% | L + 9.50%; 1.00% Floor | 07/13/2022 | 29,625 | 28,944 | 28,810 | |||||||||||||||
| SPay, Inc.(1) (2) (3) | Internet Software & Services | 8.22% | L + 5.75%; 1.00% Floor | 06/17/2024 | 15,500 | 15,213 | 15,113 | |||||||||||||||
| SPay, Inc.(1) (2) (3) (4) | Internet Software & Services | 8.34% | L + 5.75%; 1.00% Floor | 06/17/2024 | 1,730 | 1,237 | 1,225 | |||||||||||||||
| SPay, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 5.75%; 1.00% Floor | 06/17/2024 | 8,630 | (79 | ) | (216 | ) | ||||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 9.03% | L + 6.50%; 1.00% Floor | 03/31/2023 | 5,546 | 4,181 | 4,178 | |||||||||||||||
| VRC Companies, LLC(2)(3) | Commercial Services & Supplies | 9.02% | L + 6.50%; 1.00% Floor | 03/31/2023 | 2,826 | 2,802 | 2,798 | |||||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 9.45% | L + 6.50%; 1.00% Floor | 03/31/2022 | 264 | 132 | 132 | |||||||||||||||
| Wine.com, LLC(1) (2) | Beverages | 9.86% | L + 7.00%; 1.00% Floor | 11/14/2024 | 9,600 | 9,411 | 9,408 | |||||||||||||||
| Wrike, Inc.(1) (2) | Professional Services | 9.28% | L + 6.75%; 1.00% Floor | 12/31/2024 | 29,687 | 29,094 | 29,094 | |||||||||||||||
| Wrike, Inc.(1) (2) (4) (5) | Professional Services | L + 6.75%; 1.00% Floor | 12/31/2024 | 2,400 | (48 | ) | (48 | ) | ||||||||||||||
Xactly Corporation(1) (2) (3) | Internet Software & Services | 9.78% | L + 7.25%; 1.00% Floor | 07/29/2022 | 34,390 | 33,854 | 33,874 | |||||||||||||||
Xactly Corporation(1) (2) (3) (4) (5) | Internet Software & Services | L + 7.25%; 1.00% Floor | 07/29/2022 | 2,554 | (37 | ) | (38 | ) | ||||||||||||||
| Yasso, Inc.(1) (2) (3) | Food Products | 10.27% | L + 7.75%; 1.00% Floor | 03/23/2022 | 12,937 | 12,757 | 12,323 | |||||||||||||||
|
|
|
| |||||||||||||||||||
Total 1st Lien/Senior Secured Debt | 743,103 | 741,446 | ||||||||||||||||||||
| 1stLien/Last-Out Unitranche (7) – 20.22% | ||||||||||||||||||||||
| Intelligent Document Solutions, Inc.(1) (2) (3) | Diversified Financial Services | 8.80% | L + 6.00%; 1.00% Floor | 02/28/2024 | 30,800 | 29,907 | 29,876 | |||||||||||||||
| Intelligent Document Solutions, Inc.(1) (2) (3) (4) | Diversified Financial Services | 8.79% | L + 6.00%; 1.00% Floor | 02/28/2024 | 21,100 | 12,144 | 12,111 | |||||||||||||||
| RugsUSA, LLC(1) (2) (3) | Household Products | 9.31% | L + 6.50%; 1.00% Floor | 04/30/2023 | 8,830 | 8,752 | 8,742 | |||||||||||||||
| Smarsh, Inc.(1) (2) (3) | Software | 10.41% | L + 7.88%; 1.00% Floor | 03/31/2021 | 56,641 | 55,887 | 56,075 | |||||||||||||||
| Vantage Mobility International, LLC(2) (3) | Health Care Equipment & Supplies | 10.28% | L + 7.75%; 1.00% Floor | 09/09/2021 | 25,111 | 24,808 | 22,725 | |||||||||||||||
| You Fit, LLC(2) (3) | Diversified Consumer Services | 9.55% | L + 6.75%; 1.00% Floor | 01/04/2022 | 34,500 | 33,758 | 33,724 | |||||||||||||||
|
|
|
| |||||||||||||||||||
Total 1stLien/Last-Out Unitranche | 165,256 | 163,253 | ||||||||||||||||||||
| 2nd Lien/Senior Secured Debt– 57.81% | ||||||||||||||||||||||
| American Dental Partners, Inc.(1) (2) (3) | Health Care Providers & Services | 11.30% | L + 8.50%; 1.00% Floor | 09/25/2023 | 9,180 | 9,000 | 8,996 | |||||||||||||||
| Chase Industries, Inc.(1) (2) (3) | Building Products | 10.61% | L + 8.00%; 1.00% Floor | 05/11/2026 | 25,700 | 24,970 | 24,865 | |||||||||||||||
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||
Gastro Health Holdco, LLC(1) (2) (3) (4) (5) | Health Care Providers & Services | L + 6.00%; 1.00% Floor | 09/04/2024 | $ | 7,700 | $ | (91 | ) | $ | (154 | ) | |||||||||
| Hygiena Borrower LLC(2) | Life Sciences Tools & Services | 6.80% | L + 4.00%; 1.00% Floor | 08/26/2022 | 5,688 | 5,611 | 5,574 | |||||||||||||
Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 580 | (8 | ) | (12 | ) | ||||||||||||
Hygiena Borrower LLC(2) (4) (5) | Life Sciences Tools & Services | L + 4.00%; 1.00% Floor | 08/26/2022 | 863 | (6 | ) | (17 | ) | ||||||||||||
| iCIMS, Inc.(1) (2) (3) | Software | 8.94% | L + 6.50%; 1.00% Floor | 09/12/2024 | 45,158 | 44,291 | 44,255 | |||||||||||||
| iCIMS, Inc.(1) (2) (3) (4) (5) | Software | L + 6.50%; 1.00% Floor | 09/12/2024 | 2,822 | (54 | ) | (56 | ) | ||||||||||||
Integral Ad Science, Inc.(1) (2) (3) | Media | 9.78% | L + 7.25% (incl. 1.25% PIK); 1.00% Floor | 07/19/2024 | 35,840 | 35,169 | 35,123 | |||||||||||||
Integral Ad Science, Inc.(1) (2) (3) (4) (5) | Media | L + 6.00%; 1.00% Floor | 07/19/2023 | 2,741 | (50 | ) | (55 | ) | ||||||||||||
Lithium Technologies, Inc.(1) (2) (3) | Internet Software & Services | 10.39% | L + 8.00%; 1.00% Floor | 10/03/2022 | 58,727 | 57,564 | 57,553 | |||||||||||||
Lithium Technologies, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 8.00%; 1.00% Floor | 10/03/2022 | 4,046 | (76 | ) | (81 | ) | ||||||||||||
| Midwest Transport, Inc.(1) (2) | Road & Rail | 9.80% | L + 7.00%; 1.00% Floor | 10/02/2023 | 18,960 | 18,778 | 18,770 | |||||||||||||
| MMIT Holdings, LLC(1) (2) | Health Care Technology | 8.02% | L + 5.50%; 1.00% Floor | 11/15/2024 | 13,400 | 13,137 | 13,132 | |||||||||||||
MMIT Holdings, LLC(1) (2) (4) (5) | Health Care Technology | L + 5.50%; 1.00% Floor | 11/15/2024 | 3,830 | (75 | ) | (77 | ) | ||||||||||||
Netvoyage Corporation(1) (2) (3) | Software | 11.53% | L + 9.00%; 1.00% Floor | 03/24/2022 | 13,729 | 13,531 | 13,557 | |||||||||||||
Netvoyage Corporation(1) (2) (3) (4) (5) | Software | L + 9.00%; 1.00% Floor | 03/24/2022 | 1,044 | (14 | ) | (13 | ) | ||||||||||||
Picture Head Midco LLC(1) (2) (3) | Media | 9.27% | L + 6.75%; 1.00% Floor | 08/31/2023 | 34,930 | 34,270 | 34,231 | |||||||||||||
Picture Head Midco LLC(1) (2) (3) (4) | Media | 9.27% | L + 6.75%; 1.00% Floor | 08/31/2023 | 3,840 | 1,116 | 1,075 | |||||||||||||
Picture Head Midco LLC(1) (2) (3) (4) (5) | Media | L + 6.75%; 1.00% Floor | 08/31/2023 | 3,840 | (72 | ) | (77 | ) | ||||||||||||
| Power Stop, LLC(1) (2) | Auto Components | 7.55% | L + 4.75% | 10/19/2025 | 11,500 | 11,472 | 11,443 | |||||||||||||
| SF Home Décor, LLC(1) (2) (3) | Household Products | 12.31% | L + 9.50%; 1.00% Floor | 07/13/2022 | 29,625 | 28,944 | 28,810 | |||||||||||||
| SPay, Inc.(1) (2) (3) | Internet Software & Services | 8.22% | L + 5.75%; 1.00% Floor | 06/17/2024 | 15,500 | 15,213 | 15,113 | |||||||||||||
| SPay, Inc.(1) (2) (3) (4) | Internet Software & Services | 8.34% | L + 5.75%; 1.00% Floor | 06/17/2024 | 1,730 | 1,237 | 1,225 | |||||||||||||
| SPay, Inc.(1) (2) (3) (4) (5) | Internet Software & Services | L + 5.75%; 1.00% Floor | 06/17/2024 | 8,630 | (79 | ) | (216 | ) | ||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 9.03% | L + 6.50%; 1.00% Floor | 03/31/2023 | 5,546 | 4,181 | 4,178 | |||||||||||||
| VRC Companies, LLC(2) (3) | Commercial Services & Supplies | 9.02% | L + 6.50%; 1.00% Floor | 03/31/2023 | 2,826 | 2,802 | 2,798 | |||||||||||||
| VRC Companies, LLC(2) (3) (4) | Commercial Services & Supplies | 9.45% | L + 6.50%; 1.00% Floor | 03/31/2022 | 264 | 132 | 132 | |||||||||||||
| Wine.com, LLC(1) (2) | Beverages | 9.86% | L + 7.00%; 1.00% Floor | 11/14/2024 | 9,600 | 9,411 | 9,408 | |||||||||||||
| Wrike, Inc.(1) (2) | Professional Services | 9.28% | L + 6.75%; 1.00% Floor | 12/31/2024 | 29,687 | 29,094 | 29,094 | |||||||||||||
| Wrike, Inc.(1) (2) (4) (5) | Professional Services | L + 6.75%; 1.00% Floor | 12/31/2024 | 2,400 | (48 | ) | (48 | ) | ||||||||||||
Xactly Corporation(1) (2) (3) | Internet Software & Services | 9.78% | L + 7.25%; 1.00% Floor | 07/29/2022 | 34,390 | 33,854 | 33,874 | |||||||||||||
Xactly Corporation(1) (2) (3) (4) (5) | Internet Software & Services | L + 7.25%; 1.00% Floor | 07/29/2022 | 2,554 | (37 | ) | (38 | ) | ||||||||||||
| Yasso, Inc.(1) (2) (3) | Food Products | 10.27% | L + 7.75%; 1.00% Floor | 03/23/2022 | 12,937 | 12,757 | 12,323 | |||||||||||||
|
|
|
| |||||||||||||||||
Total 1st Lien/Senior Secured Debt | 743,103 | 741,446 | ||||||||||||||||||
| 1stLien/Last-Out Unitranche (7) – 20.22% | ||||||||||||||||||||
| Intelligent Document Solutions, Inc.(1) (2) (3) | Diversified Financial Services | 8.80% | L + 6.00%; 1.00% Floor | 02/28/2024 | 30,800 | 29,907 | 29,876 | |||||||||||||
Intelligent Document Solutions, Inc.(1) (2) (3) (4) | Diversified Financial Services | 8.79% | L + 6.00%; 1.00% Floor | 02/28/2024 | 21,100 | 12,144 | 12,111 | |||||||||||||
| RugsUSA, LLC(1) (2) (3) | Household Products | 9.31% | L + 6.50%; 1.00% Floor | 04/30/2023 | 8,830 | 8,752 | 8,742 | |||||||||||||
| Smarsh, Inc.(1) (2) (3) | Software | 10.41% | L + 7.88%; 1.00% Floor | 03/31/2021 | 56,641 | 55,887 | 56,075 | |||||||||||||
| Vantage Mobility International, LLC(2) (3) | Health Care Equipment & Supplies | 10.28% | L + 7.75%; 1.00% Floor | 09/09/2021 | 25,111 | 24,808 | 22,725 | |||||||||||||
| You Fit, LLC(2) (3) | Diversified Consumer Services | 9.55% | L + 6.75%; 1.00% Floor | 01/04/2022 | 34,500 | 33,758 | 33,724 | |||||||||||||
|
|
|
| |||||||||||||||||
Total 1stLien/Last-Out Unitranche | 165,256 | 163,253 | ||||||||||||||||||
| 2nd Lien/Senior Secured Debt – 57.81% | ||||||||||||||||||||
| American Dental Partners, Inc.(1) (2) (3) | Health Care Providers & Services | 11.30% | L + 8.50%; 1.00% Floor | 09/25/2023 | 9,180 | 9,000 | 8,996 | |||||||||||||
| Chase Industries, Inc.(1) (2) (3) | Building Products | 10.61% | L + 8.00%; 1.00% Floor | 05/11/2026 | 25,700 | 24,970 | 24,865 | |||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
14
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2018 (continued)
(in thousands, except unit and per unit amounts)
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||||
Chase Industries, Inc.(1) (2) (3) (4) (5) | Building Products | L + 8.00%; 1.00% Floor | 05/11/2026 | $ | 6,400 | $ | (177 | ) | $ | (208 | ) | |||||||||||
Country Fresh Holdings, LLC(1) (2) (3) | Food Products | 11.20% | L + 8.75%; 1.00% Floor | 10/02/2023 | 13,800 | 13,573 | 11,454 | |||||||||||||||
| DuBois Chemicals, Inc.(1) (2) | Chemicals | 10.52% | L + 8.00%; 1.00% Floor | 03/15/2025 | 25,330 | 24,900 | 24,823 | |||||||||||||||
| ERC Finance, LLC(1) (2) (3) | Health Care Providers & Services | 10.74% | L + 8.22%; 1.00% Floor | 09/22/2025 | 29,800 | 29,204 | 29,204 | |||||||||||||||
| Genesis Acquisition Co.(1) (2) (3) | Diversified Financial Services | 10.02% | L + 7.50% | 07/31/2025 | 10,500 | 10,248 | 10,211 | |||||||||||||||
Genesis Acquisition Co.(1) (2) (3) (4) (5) | Diversified Financial Services | L + 7.50% | 07/31/2025 | 2,700 | (32 | ) | (74 | ) | ||||||||||||||
| Granicus, Inc.(2) (3) | Software | 11.77% | L + 9.00%; 1.00% Floor | 09/07/2023 | 31,875 | 31,407 | 31,397 | |||||||||||||||
| Hygiena Borrower LLC(2) (3) | Life Sciences Tools & Services | 10.55% | L + 7.75%; 1.00% Floor | 08/26/2023 | 2,810 | 2,758 | 2,761 | |||||||||||||||
| Hygiena Borrower LLC(2) (3) (4) | Life Sciences Tools & Services | 10.55% | L + 7.75%; 1.00% Floor | 08/26/2023 | 1,030 | 136 | 129 | |||||||||||||||
| ICP Industrial, Inc.(1) (2) (3) | Chemicals | 10.68% | L + 8.25%; 1.00% Floor | 05/03/2024 | 30,700 | 30,038 | 30,009 | |||||||||||||||
| Institutional Shareholder Services Inc.(1) (2) | Diversified Financial Services | 10.55% | L + 7.75%; 1.00% Floor | 10/16/2025 | 7,700 | 7,666 | 7,546 | |||||||||||||||
Intelligent Medical Objects, Inc.(1) (2) (3) | Health Care Technology | 11.27% | L + 8.50%; 1.00% Floor | 12/22/2024 | 18,500 | 18,086 | 18,315 | |||||||||||||||
| Market Track, LLC(1) (2) (3) | Internet Catalog & Retail | 10.18% | L + 7.75%; 1.00% Floor | 06/05/2025 | 32,800 | 31,955 | 31,160 | |||||||||||||||
| National Spine and Pain Centers, LLC(1) (2) (3) | Health Care Providers & Services | 10.77% | L + 8.25%; 1.00% Floor | 12/02/2024 | 28,500 | 27,776 | 27,787 | |||||||||||||||
| Odyssey Logistics & Technology Corporation(1) (2) | Road & Rail | 10.52% | L + 8.00%; 1.00% Floor | 10/12/2025 | 28,152 | 27,577 | 27,378 | |||||||||||||||
| Recipe Acquisition Corp.(2) (3) | Food Products | 10.81% | L + 8.00%; 1.00% Floor | 12/01/2022 | 20,000 | 19,736 | 19,750 | |||||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.53% | L + 8.00%; 1.00% Floor | 11/30/2023 | 12,900 | 12,786 | 12,771 | |||||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.80% | L + 8.00%; 1.00% Floor | 11/30/2023 | 8,310 | 8,233 | 8,227 | |||||||||||||||
RSC Acquisition, Inc.(1) (2) (3) (4) (5) | Insurance | L + 8.00%; 1.00% Floor | 11/30/2023 | 6,400 | (55 | ) | (64 | ) | ||||||||||||||
SMB Shipping Logistics, LLC(1) (2) | Air Freight & Logistics | 10.86% | L + 8.00%; 1.00% Floor | 02/03/2025 | 33,333 | 32,821 | 32,667 | |||||||||||||||
Spectrum Plastics Group, Inc.(1) (2) | Containers & Packaging | 9.52% | L + 7.00%; 1.00% Floor | 01/31/2026 | 9,975 | 9,930 | 9,676 | |||||||||||||||
USRP Holdings, Inc.(1) (2) (3) | Insurance | 11.55% | L + 8.75%; 1.00% Floor | 09/29/2025 | 10,300 | 10,180 | 10,171 | |||||||||||||||
| USRP Holdings, Inc.(1) (2) (3) (4) | Insurance | 11.43% | L + 8.75%; 1.00% Floor | 09/29/2025 | 2,600 | 1,687 | 1,684 | |||||||||||||||
Viant Medical Holdings, Inc.(1) (2) | Health Care Equipment & Supplies | 10.55% | L + 7.75% | 07/02/2026 | 12,470 | 12,350 | 12,096 | |||||||||||||||
| Xcellence, Inc.(1) (2) (3) | IT Services | 11.57% | L + 8.75%; 1.00% Floor | 06/22/2024 | 19,600 | 19,159 | 19,208 | |||||||||||||||
| YI, LLC(1) (2) (3) | Health Care Equipment & Supplies | 10.55% | L + 7.75%; 1.00% Floor | 11/07/2025 | 23,000 | 22,380 | 22,367 | |||||||||||||||
| Zep Inc.(1) (2) | Chemicals | 11.05% | L + 8.25%; 1.00% Floor | 08/11/2025 | 35,700 | 34,910 | 32,487 | |||||||||||||||
|
|
|
| |||||||||||||||||||
Total 2nd Lien/Senior Secured Debt | 473,202 | 466,793 | ||||||||||||||||||||
| Unsecured Debt– 0.53% | ||||||||||||||||||||||
| Recipe Acquisition Corp.(3) | Food Products | 13.25% PIK | 12/21/2022 | 4,361 | 4,309 | 4,295 | ||||||||||||||||
Total Unsecured Debt | 4,309 | 4,295 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Corporate Debt | 1,385,870 | 1,375,787 | ||||||||||||||||||||
|
|
|
| |||||||||||||||||||
| Portfolio Company | Industry | Coupon | Shares | Cost | Fair Value | |||||||||||||||||
| Preferred Stock– 1.50% | ||||||||||||||||||||||
| Accuity Delivery Systems, LLC^ (1) (3) (8) (9) | Health Care Providers & Services | 145,695 | $ | 4,800 | $ | 5,760 | ||||||||||||||||
Datacor Holdings, Inc.(3) (6) (8) (9) | Chemicals | 7.00% PIK | 1,000,000 | 1,000 | 1,470 | |||||||||||||||||
Recipe Acquisition Corp.(3) (8) (9) | Food Products | 11.00% PIK | 1,600 | 1,496 | 2,029 | |||||||||||||||||
| Wine.com, LLC(1) (8) (9) | Beverages | 337,425 | 2,900 | 2,900 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total Preferred Stock | 10,196 | 12,159 | ||||||||||||||||||||
| Portfolio Company | Industry | Interest Rate (+) | Reference Rate and Spread(+) | Maturity | Par Amount (++) | Cost | Fair Value | |||||||||||||
Chase Industries, Inc.(1) (2) (3) (4) (5) | Building Products | L + 8.00%; 1.00% Floor | 05/11/2026 | $ | 6,400 | $ | (177 | ) | $ | (208 | ) | |||||||||
Country Fresh Holdings, LLC(1) (2) (3) | Food Products | 11.20% | L + 8.75%; 1.00% Floor | 10/02/2023 | 13,800 | 13,573 | 11,454 | |||||||||||||
| DuBois Chemicals, Inc.(1) (2) | Chemicals | 10.52% | L + 8.00%; 1.00% Floor | 03/15/2025 | 25,330 | 24,900 | 24,823 | |||||||||||||
| ERC Finance, LLC(1) (2) (3) | Health Care Providers & Services | 10.74% | L + 8.22%; 1.00% Floor | 09/22/2025 | 29,800 | 29,204 | 29,204 | |||||||||||||
| Genesis Acquisition Co.(1) (2) (3) | Diversified Financial Services | 10.02% | L + 7.50% | 07/31/2025 | 10,500 | 10,248 | 10,211 | |||||||||||||
Genesis Acquisition Co.(1) (2) (3) (4) (5) | Diversified Financial Services | L + 7.50% | 07/31/2025 | 2,700 | (32 | ) | (74 | ) | ||||||||||||
| Granicus, Inc.(2) (3) | Software | 11.77% | L + 9.00%; 1.00% Floor | 09/07/2023 | 31,875 | 31,407 | 31,397 | |||||||||||||
| Hygiena Borrower LLC(2) (3) | Life Sciences Tools & Services | 10.55% | L + 7.75%; 1.00% Floor | 08/26/2023 | 2,810 | 2,758 | 2,761 | |||||||||||||
| Hygiena Borrower LLC(2) (3) (4) | Life Sciences Tools & Services | 10.55% | L + 7.75%; 1.00% Floor | 08/26/2023 | 1,030 | 136 | 129 | |||||||||||||
| ICP Industrial, Inc.(1) (2) (3) | Chemicals | 10.68% | L + 8.25%; 1.00% Floor | 05/03/2024 | 30,700 | 30,038 | 30,009 | |||||||||||||
| Institutional Shareholder Services Inc.(1) (2) | Diversified Financial Services | 10.55% | L + 7.75%; 1.00% Floor | 10/16/2025 | 7,700 | 7,666 | 7,546 | |||||||||||||
Intelligent Medical Objects, Inc.(1) (2) (3) | Health Care Technology | 11.27% | L + 8.50%; 1.00% Floor | 12/22/2024 | 18,500 | 18,086 | 18,315 | |||||||||||||
| Market Track, LLC(1) (2) (3) | Internet Catalog & Retail | 10.18% | L + 7.75%; 1.00% Floor | 06/05/2025 | 32,800 | 31,955 | 31,160 | |||||||||||||
National Spine and Pain Centers, LLC(1) (2) (3) | Health Care Providers & Services | 10.77% | L + 8.25%; 1.00% Floor | 12/02/2024 | 28,500 | 27,776 | 27,787 | |||||||||||||
| Odyssey Logistics & Technology Corporation(1) (2) | Road & Rail | 10.52% | L + 8.00%; 1.00% Floor | 10/12/2025 | 28,152 | 27,577 | 27,378 | |||||||||||||
| Recipe Acquisition Corp.(2) (3) | Food Products | 10.81% | L + 8.00%; 1.00% Floor | 12/01/2022 | 20,000 | 19,736 | 19,750 | |||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.53% | L + 8.00%; 1.00% Floor | 11/30/2023 | 12,900 | 12,786 | 12,771 | |||||||||||||
| RSC Acquisition, Inc.(1) (2) (3) | Insurance | 10.80% | L + 8.00%; 1.00% Floor | 11/30/2023 | 8,310 | 8,233 | 8,227 | |||||||||||||
RSC Acquisition, Inc.(1) (2) (3) (4) (5) | Insurance | L + 8.00%; 1.00% Floor | 11/30/2023 | 6,400 | (55 | ) | (64 | ) | ||||||||||||
SMB Shipping Logistics, LLC(1) (2) | Air Freight & Logistics | 10.86% | L + 8.00%; 1.00% Floor | 02/03/2025 | 33,333 | 32,821 | 32,667 | |||||||||||||
Spectrum Plastics Group, Inc.(1) (2) | Containers & Packaging | 9.52% | L + 7.00%; 1.00% Floor | 01/31/2026 | 9,975 | 9,930 | 9,676 | |||||||||||||
USRP Holdings, Inc.(1) (2) (3) | Insurance | 11.55% | L + 8.75%; 1.00% Floor | 09/29/2025 | 10,300 | 10,180 | 10,171 | |||||||||||||
| USRP Holdings, Inc.(1) (2) (3) (4) | Insurance | 11.43% | L + 8.75%; 1.00% Floor | 09/29/2025 | 2,600 | 1,687 | 1,684 | |||||||||||||
Viant Medical Holdings, Inc.(1) (2) | Health Care Equipment & Supplies | 10.55% | L + 7.75% | 07/02/2026 | 12,470 | 12,350 | 12,096 | |||||||||||||
| Xcellence, Inc.(1) (2) (3) | IT Services | 11.57% | L + 8.75%; 1.00% Floor | 06/22/2024 | 19,600 | 19,159 | 19,208 | |||||||||||||
| YI, LLC(1) (2) (3) | Health Care Equipment & Supplies | 10.55% | L + 7.75%; 1.00% Floor | 11/07/2025 | 23,000 | 22,380 | 22,367 | |||||||||||||
| Zep Inc.(1) (2) | Chemicals | 11.05% | L + 8.25%; 1.00% Floor | 08/11/2025 | 35,700 | 34,910 | 32,487 | |||||||||||||
|
|
|
| |||||||||||||||||
Total 2nd Lien/Senior Secured Debt | 473,202 | 466,793 | ||||||||||||||||||
| Unsecured Debt – 0.53% | ||||||||||||||||||||
| Recipe Acquisition Corp.(3) | Food Products | 13.25% PIK | 12/21/2022 | 4,361 | 4,309 | 4,295 | ||||||||||||||
Total Unsecured Debt | 4,309 | 4,295 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
Total Corporate Debt | 1,385,870 | 1,375,787 | ||||||||||||||||||
|
|
|
| |||||||||||||||||
| Portfolio Company | Industry | Coupon | Shares | Cost | Fair Value | |||||||||||||||
| Preferred Stock – 1.50% | ||||||||||||||||||||
Accuity Delivery Systems, LLC^ (1) (3) (8) (9) | Health Care Providers & Services | 145,695 | $ | 4,800 | $ | 5,760 | ||||||||||||||
Datacor Holdings, Inc.(3) (6) (8) (9) | Chemicals | 7.00% PIK | 1,000,000 | 1,000 | 1,470 | |||||||||||||||
Recipe Acquisition Corp.(3) (8) (9) | Food Products | 11.00% PIK | 1,600 | 1,496 | 2,029 | |||||||||||||||
| Wine.com, LLC(1) (8) (9) | Beverages | 337,425 | 2,900 | 2,900 | ||||||||||||||||
|
|
|
| |||||||||||||||||
Total Preferred Stock | 10,196 | 12,159 | ||||||||||||||||||
The accompanying notes are part of these unaudited consolidated financial statements.
15
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2018 (continued)
(in thousands, except unit and per unit amounts)
| Portfolio Company | Industry | Coupon | Shares | Cost | Fair Value | Industry | Coupon | Shares | Cost | Fair Value | ||||||||||||||||||||||||||
| Common Stock – 1.40% | Common Stock – 1.40% |
| Common Stock – 1.40% |
| ||||||||||||||||||||||||||||||||
| Collaborative Imaging Holdco, LLC – Class B^^^ (1) (3) (8) | Health Care Providers & Services | 12,370 | 1,668 | 1,944 | Health Care Providers & Services | 12,370 | 1,668 | 1,944 | ||||||||||||||||||||||||||||
| Collaborative Imaging Holdco, LLC – Class C^^^ (1) (3) (6) (8) (9) | Health Care Providers & Services | 11,675 | 232 | 324 | Health Care Providers & Services | 11,675 | 232 | 324 | ||||||||||||||||||||||||||||
| Continuum Managed Services LLC – Class A(1) (3) (8) (9) | IT Services | 1,079 | 1,079 | 1,240 | IT Services | 1,079 | 1,079 | 1,240 | ||||||||||||||||||||||||||||
| Continuum Managed Services LLC – Class B(1) (3) (8) (9) | IT Services | 731,623 | 11 | 395 | IT Services | 731,623 | 11 | 395 | ||||||||||||||||||||||||||||
| Elah Holdings, Inc.^ (1) (3) (8) (9) | Capital Markets | 69,386 | 3,354 | 3,354 | Capital Markets | 69,386 | 3,354 | 3,354 | ||||||||||||||||||||||||||||
| National Spine and Pain Centers, LLC(1) (3) (8) (9) | Health Care Providers & Services | 900 | 900 | 477 | Health Care Providers & Services | 900 | 900 | 477 | ||||||||||||||||||||||||||||
| Wrike, Inc.(1) (8) (9) | Professional Services | 524,730 | 3,260 | 3,260 | Professional Services | 524,730 | 3,260 | 3,260 | ||||||||||||||||||||||||||||
| Yasso, Inc.(1) (3) (8) (9) | Food Products | 1,360 | 1,360 | 291 | Food Products | 1,360 | 1,360 | 291 | ||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||
Total Common Stock | Total Common Stock | 11,864 | 11,285 | Total Common Stock | 11,864 | 11,285 | ||||||||||||||||||||||||||||||
| Portfolio Company | Industry | Units | Cost | Fair Value | Industry | Units | Cost | Fair Value | ||||||||||||||||||||||||||||
| Warrants– 0.02% | Warrants– 0.02% | Warrants– 0.02% | ||||||||||||||||||||||||||||||||||
| Recipe Acquisition Corp.(3) (8) | Food Products | 44 | $ | 104 | $ | 130 | Food Products | 44 | $ | 104 | $ | 130 | ||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||
Total Warrants | 104 | 130 | 104 | 130 | ||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||
| TOTAL INVESTMENTS – 173.30% | TOTAL INVESTMENTS – 173.30% |
| $ | 1,408,034 | $ | 1,399,361 | TOTAL INVESTMENTS – 173.30% |
| $ | 1,408,034 | $ | 1,399,361 | ||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS – (73.30%) | LIABILITIES IN EXCESS OF OTHER ASSETS – (73.30%) |
| $ | (591,900 | ) | LIABILITIES IN EXCESS OF OTHER ASSETS – (73.30%) |
| $ | (591,900 | ) | ||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||
| NET ASSETS – 100.00% | NET ASSETS – 100.00% |
| $ | 807,461 | NET ASSETS – 100.00% |
| $ | 807,461 | ||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||
| (+) | The Consolidated Schedule of Investments discloses the actual interest rate for partially or fully funded debt in effect as of the reporting date. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (“L”) or alternate base rate (commonly based on the Prime Rate (“P”)), at the borrower’s option, which reset periodically based on the terms of the credit agreement. L loans are typically indexed to 12 month, 6 month, 3 month, 2 month, 1 month or 1 week L rates. As of December 31, 2018, rates for the 12 month, 6 month, 3 month, 2 month, 1 month and 1 week L are 3.01%, 2.88%, 2.81%, 2.61%, 2.50% and 2.41%, respectively. As of December 31, 2018, P was 5.50%. For investments with multiple reference rates or alternate base rates, the interest rate shown is the weighted average interest rate in effect at December 31, 2018. |
| (++) | Par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Euro (“€”). |
| # | Percentages are based on net assets. |
| ^ | As defined in the Investment Company Act of 1940, the investment is deemed to be an “affiliated person” of the Company because the Company owns, either directly or indirectly, 5% or more of the portfolio company’s outstanding voting securities. See Note 3 “Significant Agreements and Related Party Transactions”. |
| ^^^ | The portfolio company is otherwise deemed to be an “affiliated person” of the Company under the Investment Company Act of 1940. See Note 3 “Significant Agreements and Related Party Transactions”. |
| (1) | Representco-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Significant Agreements and Related Party Transactions”. |
| (2) | All, or a portion of, the assets are pledged as collateral for the revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”). See Note 6 “Debt”. |
| (3) | The fair value of the investment was determined using significant unobservable inputs. See Note 5 “Fair Value Measurement”. |
| (4) | Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The unfunded loan commitment may be subject to a commitment termination date that may expire prior to the maturity date stated. See Note 8 “Commitments and Contingencies”. |
| (5) | The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan. |
| (6) | The investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire anynon-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2018 the aggregate fair value of these securities is $31,871 or 2.22% of the Company’s total assets. |
| (7) | In exchange for the greater risk of loss, the“last-out” portion of the Company’s unitranche loan investment generally earns a higher interest rate than the“first-out” portions. The“first-out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the“last-out” portion that the Company would continue to hold. |
| (8) | Securities exempt from registration under the Securities Act, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2018, the aggregate fair value of these securities is $23,574 or 2.92% of the Company’s net assets. The acquisition dates of the restricted securities are as follows: |
| Investment | Acquisition Date | |
| Accuity Delivery Systems, LLC – Preferred Stock | 06/13/2018 | |
| Collaborative Imaging Holdco, LLC – Class B – Common Stock | 03/30/2018 | |
| Collaborative Imaging Holdco, LLC – Class C – Common Stock | 03/30/2018 | |
| Continuum Managed Services LLC – Class A – Common Stock | 06/08/2017 | |
| Continuum Managed Services LLC – Class B – Common Stock | 06/08/2017 | |
| Datacor Holdings, Inc. – Preferred Stock | 08/12/2016 | |
| Elah Holdings, Inc. – Common Stock | 05/09/2018 | |
| National Spine and Pain Centers, LLC – Common Stock | 06/02/2017 | |
| Recipe Acquisition Corp. – Preferred Stock | 12/22/2016 | |
| Recipe Acquisition Corp. – Warrants | 12/22/2016 | |
| Wine.com, LLC – Preferred Stock | 11/14/2018 | |
| Wrike, Inc. – Common Stock | 12/31/2018 | |
| Yasso, Inc. – Common Stock | 03/23/2017 |
| (9) | Non-income producing security. |
PIK –Payment-In-Kind
The accompanying notes are part of these unaudited consolidated financial statements.
16
Goldman Sachs Private Middle Market Credit LLC
Consolidated Schedule of Investments as of December 31, 2018 (continued)
(in thousands, except unit and per unit amounts)
ADDITIONAL INFORMATION
Foreign currency forward contracts
| Counterparty | Currency Purchased | Currency Sold | Settlement | Unrealized Appreciation (Depreciation) | Currency Purchased | Currency Sold | Settlement | Unrealized (Depreciation) | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 411 | EUR 351 | 01/04/2019 | $ | 9 | USD 411 | EUR 351 | 01/04/2019 | $ | 9 | ||||||||||||||||||||||
| Bank of America, N.A. | USD 327 | EUR 278 | 02/05/2019 | 7 | USD 327 | EUR 278 | 02/05/2019 | 7 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 420 | EUR 356 | 04/03/2019 | 9 | USD 420 | EUR 356 | 04/03/2019 | 9 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 357 | EUR 301 | 05/06/2019 | 8 | USD 357 | EUR 301 | 05/06/2019 | 8 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 447 | EUR 375 | 07/03/2019 | 10 | USD 447 | EUR 375 | 07/03/2019 | 10 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 360 | EUR 301 | 08/05/2019 | 9 | USD 360 | EUR 301 | 08/05/2019 | 9 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 472 | EUR 394 | 10/04/2019 | 10 | USD 472 | EUR 394 | 10/04/2019 | 10 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 378 | EUR 314 | 11/05/2019 | 9 | USD 378 | EUR 314 | 11/05/2019 | 9 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 472 | EUR 390 | 01/06/2020 | 11 | USD 472 | EUR 390 | 01/06/2020 | 11 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 479 | EUR 393 | 04/06/2020 | 11 | USD 479 | EUR 393 | 04/06/2020 | 11 | ||||||||||||||||||||||||
| Bank of America, N.A. | USD 480 | EUR 390 | 07/06/2020 | 12 | USD 480 | EUR 390 | 07/06/2020 | 12 | ||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||
| $ | 105 | $ | 105 | |||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||
Currency Abbreviations:
EUR – Euro
USD – U.S. Dollar
The accompanying notes are part of these unaudited consolidated financial statements.
17
Goldman Sachs Private Middle Market Credit LLC
Notes to the Consolidated Financial Statements
(in thousands, except unit and per unit amounts)
(Unaudited)
| 1. | ORGANIZATION |
Goldman Sachs Private Middle Market Credit LLC (the “Company”, which term refers to either Goldman Sachs Private Middle Market Credit LLC or Goldman Sachs Private Middle Market Credit LLC together with its consolidated subsidiaries, as the context may require), initially established on December 23, 2015 as Private Middle Market Credit LP, a Delaware limited partnership, converted to a Delaware limited liability company on April 4, 2016 and commenced investment operations on July 1, 2016. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2016.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Goldman Sachs Asset Management, L.P. (“GSAM”), a Delaware limited partnership and an affiliate of Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), is the investment adviser (the “Investment Adviser”) of the Company. The term “Goldman Sachs” refers to The Goldman Sachs Group, Inc. (“Group Inc.”), together with GS & Co., GSAM and its other subsidiaries.
On May 6, 2016 (the “Initial Closing Date”), the Company began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common units of the Company’s limited liability company interests (“Units”) in the Company’s private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the undrawn amount of their capital commitment to purchase Units each time the Company delivers a drawdown notice. On November 1, 2016, the Company’s board of directors (the “Board of Directors” or the “Board”) approved an amended and restated limited liability company agreement and approved an extension of the final date on which the Company would accept Subscription Agreements to May 5, 2017.
The investment period commenced on the Initial Closing Date and will continue untilcontinued through May 5, 2019, provided that it may be extended by the Board of Directors, in its discretion, for one additionalsix-month period, and, with the approval of amajority-in-interest of the Unitholders, for up to one additional year thereafter. In addition, the Board of Directors may terminate the investment period at any time in its discretion.
2019. Following the end of the investment period, the Company will have the right to issue drawdowns only (i) to pay, and/or establish reserves for, actual or anticipated Company expenses, liabilities, including the payment or repayment of indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, or other obligations, contingent or otherwise, including the Management Fee (as defined below), whether incurred before or after the end of the investment period, (ii) to fulfill investment commitments made or approved by the Investment Committee (as defined below) prior to the expiration of the Investment Period, (iii) to engage in hedging transactions or (iv) to make additional investments in existing portfolio companies (including transactions to hedge interest rate or currency risks related to such additional investment).
The term of the Company is until May 5, 2024, subject to the Board of Directors’ right to liquidate the Company at any time and to extend the term of the Company for up to two successiveone-year periods. Upon the request of the Board of Directors and the approval of amajority-in-interest of the Unitholders, the term of the Company may be further extended.
Credit Alternatives GP LLC (the “Initial Member”), an affiliate of the Investment Adviser, made a capital contribution to the Company of one hundred dollars on June 9, 2016 (inception) and served as the sole initial member of the Company. The Company cancelled the Initial Member’s interest in the Company on July 14, 2016, the first date on which investors (other than the Initial Member) made their initial capital contribution to purchase Units (the “Initial Drawdown Date”).
The Company has formed certain wholly owned subsidiaries, which are structured as Delaware limited liability companies, to hold certain investments, including equity or equity-like investments in portfolio companies and corporate debt of portfolio companies.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to RegulationS-X. This requires the Company to make certain estimates and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of the Company are necessary for the fair statement of the results for the periods presented. Actual results may differ from the estimates and assumptions included in the consolidated financial statements.
18
Certain financial information that is included in annual consolidated financial statements, including certain financial statement disclosures, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes related thereto for the year ended December 31, 2018, included in the Company’s Annual Report on Form10-K, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2019. The results for the three and six months ended March 31,June 30, 2019 are not necessarily indicative of the results to be expected for the full fiscal year, any other interim period or any future year or period.
Certain prior period information has been reclassified to conform to the current period presentation. The reclassification has no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
18
As an investment company, the Company applies the accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies (“ASC 946”) issued by the Financial Accounting Standards Board (“FASB”).
Basis of Consolidation
As provided under ASC 946, the Company will not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the financial position and results of operations of its wholly owned subsidiaries, PMMC Blocker I, LLC (formerly known asMy-On PMMC Blocker, LLC), PMMC Blocker II, LLC, PMMC Wine I, LLC and Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”). All significant intercompany transactions and balances have been eliminated in consolidation.
Revenue Recognition
The Company records its investment transactions on a trade date basis, which is the date when the Company assumes the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discounts and premiums to par value on investments purchased are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount (“OID”) and market discounts or premiums are capitalized and amortized into interest income using the effective interest method or straight-line method, as applicable. Exit fees that are receivable upon repayment of a loan or debt security are amortized into interest income over the life of the respective investment. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. For the three and six months ended March 31,June 30, 2019, and 2018, the Company earned $77$1,609 and $737$1,686 in prepayment premiums, respectively, and $582$1,963 and $740$2,545 in accelerated accretion of upfront loan origination fees and unamortized discounts, respectively. For the three and six months ended June 30, 2018, the Company earned $389 and $1,126 in prepayment premiums, respectively, and $681 and $1,421 in accelerated accretion of upfront loan origination fees and unamortized discounts, respectively.
Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to the Company, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, the Company only receives its allocable portion of such fees when invested in the same portfolio company as another account managed by the Investment Adviser.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on theex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Certain investments may have contractualpayment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the principal amount or shares (if equity) of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon the investment being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed onnon-accrual status. When a PIK investment is placed onnon-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest or dividend income, respectively.
Certain structuring fees, amendment fees, syndication fees and syndicationcommitment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered over time.
Non-Accrual Investments
Investments are placed onnon-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed onnon-accrual status. Interest or dividend payments received onnon-accrual investments may be recognized as income or applied to principal depending upon management’s judgment.Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. The Company may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of March 31,each of June 30, 2019 the Company had one investmenton non-accrual status, which represented 0.9% and 0.1% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $11,501) at amortized cost and at fair value, respectively. On December 31, 2018, we had nothe Company did not have any investments onnon-accrual status.
19
Investments
The Company carries its investments in accordance with ASC Topic 820,Fair Value Measurements and Disclosures (“ASC 820”), issued by the FASB, which defines fair value, establishes a framework for measuring fair value and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations or alternative price sources. In the absence of quoted market prices, broker or dealer quotations or alternative price sources, investments are measured at fair value as determined by the Board of Directors within the meaning of the Investment Company Act.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See Note 5 “Fair Value Measurement.”
19
The Company generally invests in illiquid securities, including debt and equity investments, of middle-market companies. The Board of Directors has delegated to the Investment Adviserday-to-day responsibility for implementing and maintaining internal controls and procedures related to the valuation of the Company’s portfolio investments. Under valuation procedures adopted by the Board of Directors, market quotations are generally used to assess the value of the investments for which market quotations are readily available. The Investment Adviser obtains these market quotations from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available; otherwise from a principal market maker or a primary market dealer. To assess the continuing appropriateness of pricing sources and methodologies, the Investment Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. If the Board of Directors or Investment Adviser has a bona fide reason to believe any such market quotation does not reflect the fair value of an investment, it may independently value such investment in accordance with valuation procedures for investments for which market quotations are not readily available.
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by the Board of Directors contemplate a multi-step valuation process each quarter, as described below:
| (1) | The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment; |
| (2) | The Board of Directors also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of the Investment Adviser and the portfolio companies as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to the Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor; |
| (3) | The Independent Valuation Advisors’ preliminary valuations are reviewed by the Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ valuation ranges are compared to the Investment Adviser’s valuations to ensure the Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Working Group of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment decision making process; |
| (4) | The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors; |
| (5) | The Audit Committee of the Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, the Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and |
| (6) | The Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of the investments in good faith, based on the inputs of the Investment Adviser, the Independent Valuation Advisors and the Audit Committee. |
Money Market Funds
Investments in money market funds are valued at net asset value (“NAV”) per share. See Note 3 “Significant Agreements and Related Party Transactions.”
20
Cash
Cash consists of deposits held at a custodian bank. As of March 31,June 30, 2019 and December 31, 2018, the Company held an aggregate cash balance of $29,944$19,332 and $25,548, respectively. Foreign currency of $637$1,841 (acquisition cost of $646)$1,829) and $553 (acquisition cost of $550) is included in cash as of March 31,June 30, 2019 and December 31, 2018, respectively.
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.
20
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within the net realized and unrealized gains or losses on investments. Fluctuations arising from the translation ofnon-investment assets and liabilities are included with the net change in unrealized gains (losses) on foreign currency translations on the Consolidated Statements of Operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Derivatives
Foreign currency forward contracts
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at apre-determined price at a future date. Forward foreign currency contracts aremarked-to-market at the applicable forward rate. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded on the Consolidated Statements of Financial Condition by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the Consolidated Schedules of Investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.
The Company does not utilize hedge accounting and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized appreciation (depreciation) on foreign currency forward contracts recorded on the Consolidated Statements of Operations.
Income Taxes
The Company recognizes tax positions in its consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The Company reports any interest expense related to income tax matters in income tax expense, and any income tax penalties under expenses in the Consolidated Statements of Operations.
The Company’s tax positions have been reviewed based on applicable statutes of limitation for tax assessments, which may vary by jurisdiction, and based on such review, the Company has concluded that no additional provision for income tax is required in the consolidated financial statements. The Company is subject to potential examination by certain taxing authorities in various jurisdictions. The Company’s tax positions are subject to ongoing interpretation of laws and regulations by taxing authorities.
The Company has elected to be treated as a RIC commencing with its taxable year ended December 31, 2016. So long as the Company maintains its status as a RIC, it will generally not be required to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any U.S. federal income tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.
To maintain its tax treatment as a RIC, the Company must meet specifiedsource-of-income and asset diversification requirements and timely distribute to its Unitholders for each taxable year at least 90% of its investment company taxable income (generally, its net ordinary income plus the excess of its realized net short-term capital gains over realized net long-term capital losses, determined without regard to the dividends paid deduction). In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for theone-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income. If the Company chooses to do so, this generally would increase expenses and reduce the amount available to be distributed to Unitholders. The Company will accrue excise tax on estimated undistributed taxable income as required. For the three and six months ended June 30, 2019, the Company accrued excise taxes of $37 and $37, respectively. As of June 30, 2019, $37 of accrued excise taxes remained payable. For the three and six months ended June 30, 2018, the Company accrued excise taxes of $0 and $0, respectively.
21
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations. For the three and six months ended March 31,June 30, 2019, the Company accrued provision for taxes on realized gains on investments of $(182) and $(182), respectively. For the three and six months ended June 30, 2019, the Company accrued provision for taxes on unrealized gains on investments of $360 and $471, respectively. For the three and six months ended June 30, 2018, the Company accrued provision for taxes on realized gains on investments of $0$(2) and $672,$670, respectively. For the three and six months ended March 31, 2019 andJune 30, 2018, the Company accrued provision for taxes on unrealized gains on investments of $111$0 and $0, respectively. As of March 31,June 30, 2019, $1,192$874 of income taxes remained payable.
21
Distributions
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with GAAP. The Company may pay distributions in excess of its taxable net investment income. This excess would be atax-free return of capital in the period and reduce the Unitholder’s tax basis in its Units. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent they are charged or credited to common Units, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income andnon-deductible expenses. These differences are generally determined in conjunction with the preparation of the Company’s annual RIC tax return. Distributions to common Unitholders are recorded on theex-dividend date. The amount to be paid out as a distribution is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by the Investment Adviser. The Company may pay distributions to its Unitholders in a year in excess of its net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The Company intends to timely distribute to its Unitholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and carry forward taxable income for distribution in the following year and pay any applicable tax. The specific tax characteristics of the Company’s distributions will be reported to Unitholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
Deferred Financing Costs
Deferred financing costs consist of fees and expenses paid in connection with the closing of, and amendments to, the JPMrevolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit FacilityFacility”) and the revolving credit facility between the Company and Bank of America, N.A. (the “BoA Revolving Credit Facility” and together with the JPM Revolving Credit Facility, the “Revolving Credit Facilities”). These costs are amortized using the straight-line method over the respective term of the Revolving Credit Facility. Deferred financing costs related to the Revolving Credit Facilities are presented separately as an asset on the Company’s Consolidated Statements of Financial Condition.
New Accounting Pronouncements
In October 2018, the SEC adopted the final rule under SEC releaseNo. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. The Company is no longer required to present components of distributable earnings on the Consolidated Statements of Financial Condition or the sources of distributable earnings and the amount of undistributed net investment income on the Consolidated Statements of Changes in Members’ Capital. Prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported. The following provides the prior period reclassifications.
Consolidated Statements of Changes in Members’ Capital – The table below provides a reconciliation for previously disclosed distributions from net investment income and realized gain for the threesix months ended March 31,June 30, 2018 to distributions from distributable earnings as disclosed in the current filing.
Distributions to Unitholders from: | For the three months ended March 31, 2018 | For the six months ended June 30, 2018 | ||||||
Net investment income | $ | (16,355 | ) | $ | (35,283 | ) | ||
|
| |||||||
Total distributions to Unitholders | $ | (16,355 | ) | $ | (35,283 | ) | ||
|
| |||||||
| 3. | SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS |
Investment Advisory Agreement
The Company entered into an investment advisory agreement effective as of April 11, 2016 (the “Investment Advisory Agreement”) with the Investment Adviser, pursuant to which the Investment Adviser manages the Company’s investment program and related activities.
22
Management Fee
The Company pays the Investment Adviser a management fee (the “Management Fee”), payable quarterly in arrears, equal to 0.375% (i.e., an annual rate of 1.50%) of the average NAV of the Company (includingun-invested cash and cash equivalents) at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, the NAV as of suchquarter-end). The Management Fee for any partial quarter will be appropriately prorated.
For the three and six months ended March 31,June 30, 2019, Management Fees amounted to $3,468 and $6,689, respectively. For the three and six months ended June 30, 2018, Management Fees amounted to $3,221$2,193 and $1,937,$4,130, respectively. As of March 31,June 30, 2019, $3,221$3,468 remained payable.
22
Incentive Fee
Pursuant to the Investment Advisory Agreement, the Company pays to the Investment Adviser an Incentive Fee (the “Incentive Fee”) as follows:
| a) | First, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (a) equal to aggregate Contributed Capital (as defined below); |
| b) | Second, no Incentive Fee is payable to the Investment Adviser until the Company has made cumulative distributions pursuant to this clause (b) equal to a 7% return per annum, compounded annually, on aggregate unreturned Contributed Capital, from the date each capital contribution is made through the date such capital has been returned; |
| c) | Third, subject to clauses (a) and (b), the Investment Adviser is entitled to an Incentive Fee equal to 100% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments, until such time as the cumulative Incentive Fee paid to the Investment Adviser pursuant to this clause (c) is equal to 15% of the amount by which the sum of (i) cumulative distributions to Unitholders pursuant to clauses (a) and (b) above and (ii) the cumulative Incentive Fee previously paid to the Investment Adviser pursuant to this clause exceeds Contributed Capital; and |
| d) | Fourth, at any time that clause (c) has been satisfied, the Investment Adviser is entitled to an Incentive Fee equal to 15% of all amounts designated by the Company as proceeds intended for distribution and Incentive Fee payments. |
The Incentive Fee is calculated on a cumulative basis and the amount of the Incentive Fee payable prior to a proposed distribution will be determined and, if applicable, paid in accordance with the foregoing formula each time amounts are to be distributed to the Unitholders. The Incentive Fee is a fee owed by the Company to the Investment Adviser and is not paid out of distributions made to Unitholders.
In no event will an amount be paid with respect to the Incentive Fee to the extent it would cause the aggregate amount of the Company’s capital gains paid in respect of the Incentive Fee to exceed 20% of the Company’s realized capital gains computed net of all realized capital losses and unrealized capital depreciation, in each case determined on a cumulative basis from inception of the Company through the date of the proposed payment (the “Incentive Fee Cap”).
“Contributed Capital” is the aggregate amount of capital contributions that have been made by all Unitholders in respect of their Units to the Company. All distributions (or deemed distributions), including investment income (i.e. proceeds received in respect of interest payments, dividends and fees) and proceeds attributable to the repayment or disposition of any Investment, to Unitholders will be considered a return of Contributed Capital. Unreturned Contributed Capital equals aggregate Contributed Capital minus cumulative distributions, but is never less than zero.
The term “proceeds intended for distribution and Incentive Fee payments” includes proceeds from the full or partial realization of the Company’s Investments and income from investing activities and may include return of capital, ordinary income and capital gains.
If, at the termination of the Company, the Investment Adviser has received aggregate payments of Incentive Fees in excess of the amount the Investment Adviser would have received had the Incentive Fees been determined upon such termination, then the Investment Adviser will reimburse the Company for the difference between the amount of Incentive Fees actually received and the amount determined at termination (the “Investment Adviser Reimbursement Obligation”). However, the Investment Adviser will not be required to reimburse the Company an amount greater than the aggregate Incentive Fees paid to the Investment Adviser, reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Investment Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York city and state income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Investment Adviser by virtue of the payment made by the Investment Adviser pursuant to its Investment Adviser Reimbursement Obligation (assuming that, to the extent such payments are deductible by the Investment Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York city and state income tax rates).
23
If the Investment Advisory Agreement is terminated prior to the termination of the Company (other than the Investment Adviser voluntarily terminating the agreement), the Company will pay to the Investment Adviser a final Incentive Fee payment (the “Final Incentive Fee Payment”). The Final Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Investment Adviser if (a) all Investments were liquidated for their current value (but without taking into account any unrealized appreciation of any Investment), and any unamortized deferred Investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (c) the remainder was distributed to Unitholders and paid as Incentive Fee in accordance with the Incentive Fee waterfall described above for determining the amount of the Incentive Fee, subject to the Incentive Fee Cap. The Company will make the Final Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated. The Investment Adviser Reimbursement Obligation will be determined as of the date of the termination of the Investment Advisory Agreement for purposes of the Final Incentive Fee Payment.
For the three and six months ended March 31,June 30, 2019, the Company accrued unvested Incentive Fees of $2,258 and $4,655, respectively. For the three and six months ended June 30, 2018, the Company accrued unvested Incentive Fees of $2,397$2,496 and $2,743,$5,239, respectively. As of March 31,June 30, 2019, $19,577$21,835 remained payable in accordance with the terms of the Investment Advisory Agreement.
23
Expense Limitation
Pursuant to the Investment Advisory Agreement, Company expenses borne by the Company in the ordinary course on an annual basis (excluding Management Fee, Incentive Fee, organizational andstart-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to the Company by holders of its common Units; provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. For the three and six months ended March 31,June 30, 2019 and 2018, there have been no reimbursements from the Investment Adviser pursuant to this provision.
Administration and Custodian Fees
The Company has entered into an administration agreement with State Street Bank and Trust Company (the “Administrator”) under which the Administrator provides various accounting and administrative services to the Company. The Company pays the Administrator fees for its services as it determines are commercially reasonable in its sole discretion. The Company also reimburses the Administrator for all reasonable expenses. To the extent that the Administrator outsources any of its functions, the Administrator pays any compensation associated with such functions. The Administrator also serves as the Company’s custodian (the “Custodian”).
For the three and six months ended March 31,June 30, 2019, the Company incurred expenses for services provided by the Administrator and the Custodian of $291 and $561, respectively. For the three and six months ended June 30, 2018, the Company incurred expenses for services provided by the Administrator and the Custodian of $270$193 and $185,$378, respectively. As of March 31,June 30, 2019, $134$239 remained payable.
Transfer Agent Fees
State Street Bank and Trust Company serves as the Company’s transfer agent (“Transfer Agent”), registrar and disbursing agent. For the three and six months ended March 31,June 30, 2019, the Company incurred expenses for services provided by the Transfer Agent of $43 and $72, respectively. For the three and six months ended June 30, 2018, the Company incurred expenses for services provided by the Transfer Agent of $29$33 and $26,$59, respectively. As of March 31,June 30, 2019, $42$31 remained payable.
Affiliates
The Company’s investments in affiliates for the threesix months ended March 31,June 30, 2019 were as follows:
Fair Value as of December 31, 2018 | Gross Additions(2) | Gross Reductions(3) | Net Realized Gains/(Losses) | Change in Unrealized Gains/ (Losses) | Fair Value as of March 31, 2019 | Dividend, Interest and Other Income | ||||||||||||||||||||||
| Non-Controlled Affiliates | ||||||||||||||||||||||||||||
| Goldman Sachs Financial Square Government Fund(1) | $ | – | $ | 173,195 | $ | (161,694 | ) | $ | – | $ | – | $ | 11,501 | $ | 69 | |||||||||||||
| Accuity Delivery Systems, LLC | 20,688 | 18 | – | – | 577 | 21,283 | 396 | |||||||||||||||||||||
| Collaborative Imaging Holdco, LLC | 15,400 | 5 | – | – | (135 | ) | 15,270 | 335 | ||||||||||||||||||||
| Elah Holdings, Inc. | 3,354 | – | – | – | – | 3,354 | – | |||||||||||||||||||||
| TotalNon-Controlled Affiliates | $ | 39,442 | $ | 173,218 | $ | (161,694 | ) | $ | – | $ | 442 | $ | 51,408 | $ | 800 | |||||||||||||
|
|
|
The Company’s investments in affiliates for the year ended December 31, 2018 were as follows:
Fair Value as of December 31, 2017 | Gross Additions(2) | Gross Reductions(3) | Net Realized Gains/(Losses) | Change in Unrealized Gains/ (Losses) | Fair Value as of December 31, 2018 | Dividend, Interest and Other Income | Fair Value as of December 31, 2018 | Gross Additions(2) | Gross Reductions(3) | Net Realized Gain (Loss) | Net Change Appreciation (Depreciation) | Fair Value as of June 30, 2019 | Dividend, Interest and Other Income | |||||||||||||||||||||||||||||||||||||||||||
| Non-Controlled Affiliates | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goldman Sachs Financial Square Government Fund(1) | $ | 1,313 | $ | 563,297 | $ | (564,610 | ) | $ | – | $ | – | $ | – | $ | 202 | $ | – | $ | 582,353 | $ | (549,990 | ) | $ | – | $ | – | $ | 32,363 | $ | 185 | ||||||||||||||||||||||||||
| Accuity Delivery Systems, LLC | – | 19,730 | – | – | 958 | 20,688 | 860 | 20,688 | 39 | – | – | 1,036 | 21,763 | 793 | ||||||||||||||||||||||||||||||||||||||||||
| Collaborative Imaging Holdco, LLC | – | 15,115 | – | – | 285 | 15,400 | 1,053 | 15,400 | 12 | – | – | 596 | 16,008 | 695 | ||||||||||||||||||||||||||||||||||||||||||
| Elah Holdings, Inc. | – | 3,354 | – | – | – | 3,354 | – | 3,354 | – | – | – | – | 3,354 | – | ||||||||||||||||||||||||||||||||||||||||||
| TotalNon-Controlled Affiliates | $ | 1,313 | $ | 601,496 | $ | (564,610 | ) | $ | – | $ | 1,243 | $ | 39,442 | $ | 2,115 | $ | 39,442 | $ | 582,404 | $ | (549,990 | ) | $ | – | $ | 1,632 | $ | 73,488 | $ | 1,673 | ||||||||||||||||||||||||||
| (1) | Fund advised by an affiliate of Goldman Sachs. |
| (2) | Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category. |
| (3) | Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. |
24
The Company’s investments in affiliates for the year ended December 31, 2018 were as follows:
Fair Value as of December 31, 2017 | Gross Additions(2) | Gross Reductions(3) | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation) | Fair Value as of December 31, 2018 | Dividend, Interest and Other Income | ||||||||||||||||||||||
| Non-Controlled Affiliates | ||||||||||||||||||||||||||||
| Goldman Sachs Financial Square Government Fund(1) | $ | 1,313 | $ | 563,297 | $ | (564,610 | ) | $ | – | $ | – | $ | – | $ | 202 | |||||||||||||
| Accuity Delivery Systems, LLC | – | 19,730 | – | – | 958 | 20,688 | 860 | |||||||||||||||||||||
| Collaborative Imaging Holdco, LLC | – | 15,115 | – | – | 285 | 15,400 | 1,053 | |||||||||||||||||||||
| Elah Holdings, Inc. | – | 3,354 | – | – | – | 3,354 | – | |||||||||||||||||||||
| TotalNon-Controlled Affiliates | $ | 1,313 | $ | 601,496 | $ | (564,610 | ) | $ | – | $ | 1,243 | $ | 39,442 | $ | 2,115 | |||||||||||||
| (1) | Fund advised by an affiliate of Goldman Sachs. |
| (2) | Gross additions may include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category. |
| (3) | Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. |
25
Due To Affiliates
The Investment Adviser pays certain general and administrative expenses on behalf of the Company in the ordinary course of business. As of March 31,June 30, 2019 and December 31, 2018, there were $592$376 and $486, respectively, included within Accrued expenses and other liabilities and $109$0 and $68, respectively, included within Interest and other debt expense payable paid by the Investment Adviser and its affiliates on behalf of the Company.
Co-investment Activity
In certain circumstances, negotiatedco-investments by the Company and other funds managed by the Investment Adviser may be made only pursuant to an order from the SEC permitting the Company to do so. On January 4, 2017, the Company and GSAM, Goldman Sachs BDC, Inc. (“GS BDC”) and Goldman Sachs Middle Market Lending Corp. (“GS MMLC”) receivedSEC granted exemptive relief (“Exemptive Relief”) that permits the Company toco-invest with Goldman Sachs BDC, Inc. (“GS BDC, BDC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLCMMLC”), Goldman Sachs Private Middle Market Credit II LLC (“GS PMMC II) and certain other funds that may be managed by GSAM, including the GSAM Credit Alternatives Team, after the date of the exemptive order, subject to certain conditions including thatco-investments are made in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and pursuant to the conditions required by the Exemptive Relief, and are allocated fairly amount participants. The GSAM Credit Alternatives Team is comprised of investment professionals dedicated to the Company’s investment strategy and other funds that share a similar investment strategy with the Company, who are responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, negotiating and structuring the Company’s investments and monitoring and servicing the Company’s investments, together with investment professionals who are primarily focused on investment strategies in syndicated, liquid credit. Under the terms of the Exemptive Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the Company’s independent directors must make certain conclusions in connection with aco-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to the Company and the Company’s stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the then-current investment objectives and strategies of the Company. As a result of the Exemptive Relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolios of GS BDC, GS MMLC, GS PMMC II and/or other funds established by the GSAM Credit Alternatives Team that could avail themselves of the Exemptive Relief.
| 4. | INVESTMENTS |
As of the dates indicated, the Company’s investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $11,501$32,363 and $0, respectively) consisted of the following:
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||
| Investment Type | Cost | Fair Value | Cost | Fair Value | Cost | Fair Value | Cost | Fair Value | ||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt | $ | 833,405 | $ | 830,557 | $ | 743,103 | $ | 741,446 | $ | 883,960 | $ | 881,866 | $ | 743,103 | $ | 741,446 | ||||||||||||||||
| 1stLien/Last-Out Unitranche | 169,505 | 167,140 | 165,256 | 163,253 | 120,920 | 120,367 | 165,256 | 163,253 | ||||||||||||||||||||||||
| 2nd Lien/Senior Secured Debt | 461,102 | 443,629 | 473,202 | 466,793 | 459,147 | 446,572 | 473,202 | 466,793 | ||||||||||||||||||||||||
| Unsecured Debt | 4,312 | 4,295 | 4,309 | 4,295 | 4,314 | 4,306 | 4,309 | 4,295 | ||||||||||||||||||||||||
| Preferred Stock | 10,196 | 12,799 | 10,196 | 12,159 | 15,206 | 16,576 | 10,196 | 12,159 | ||||||||||||||||||||||||
| Common Stock | 11,863 | 12,498 | 11,864 | 11,285 | 13,096 | 16,001 | 11,864 | 11,285 | ||||||||||||||||||||||||
| Warrants | 104 | 138 | 104 | 130 | 104 | 89 | 104 | 130 | ||||||||||||||||||||||||
Total Investments | $ | 1,490,487 | $ | 1,471,056 | $ | 1,408,034 | $ | 1,399,361 | $ | 1,496,747 | $ | 1,485,777 | $ | 1,408,034 | $ | 1,399,361 | ||||||||||||||||
2526
As of the dates indicated, the industry composition of the Company’s portfolio at fair value and net assets was as follows:
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||
| Industry | Fair Value | Net Assets | Fair Value | Net Assets | Fair Value | Net Assets | Fair Value | Net Assets | ||||||||||||||||||||||||
| Software | 11.3 | % | 18.4 | % | 10.4 | % | 18.0 | % | 11.8 | % | 18.6 | % | 10.4 | % | 18.0 | % | ||||||||||||||||
| Internet Software & Services | 10.3 | 16.7 | 9.4 | 16.3 | 10.7 | 16.9 | 9.4 | 16.3 | ||||||||||||||||||||||||
| IT Services | 8.6 | 14.0 | 8.4 | 14.6 | ||||||||||||||||||||||||||||
| Health Care Providers & Services | 8.5 | 13.8 | 8.4 | 14.5 | 8.9 | 14.1 | 8.4 | 14.5 | ||||||||||||||||||||||||
| Health Care Technology | 7.9 | 12.6 | 4.7 | 8.1 | ||||||||||||||||||||||||||||
| Chemicals | 6.9 | 11.2 | 7.3 | 12.7 | 6.2 | 9.8 | 7.3 | 12.7 | ||||||||||||||||||||||||
| Diversified Financial Services | 5.8 | 9.5 | 6.4 | 11.1 | 5.8 | 9.2 | 6.4 | 11.1 | ||||||||||||||||||||||||
| Health Care Technology | 5.5 | 8.9 | 4.7 | 8.1 | ||||||||||||||||||||||||||||
| IT Services | 5.4 | 8.5 | 8.4 | 14.6 | ||||||||||||||||||||||||||||
| Media | 4.8 | 7.8 | 5.0 | 8.7 | 5.2 | 8.2 | 5.0 | 8.7 | ||||||||||||||||||||||||
| Professional Services | 4.1 | 6.4 | 4.4 | 7.6 | ||||||||||||||||||||||||||||
| Health Care Equipment & Supplies | 4.7 | 7.6 | 4.9 | 8.5 | 4.1 | 6.4 | 4.9 | 8.5 | ||||||||||||||||||||||||
| Professional Services | 4.1 | 6.6 | 4.4 | 7.6 | ||||||||||||||||||||||||||||
| Road & Rail | 3.1 | 5.1 | 3.3 | 5.7 | 3.9 | 6.1 | 3.3 | 5.7 | ||||||||||||||||||||||||
| Insurance | 2.9 | 4.6 | 2.3 | 4.1 | ||||||||||||||||||||||||||||
| Food Products | 2.7 | 4.4 | 3.6 | 6.2 | 2.7 | 4.3 | 3.6 | 6.2 | ||||||||||||||||||||||||
| Insurance | 2.7 | 4.4 | 2.3 | 4.1 | ||||||||||||||||||||||||||||
| Internet Catalog & Retail | 2.6 | 4.2 | 2.2 | 3.9 | 2.6 | 4.0 | 2.2 | 3.9 | ||||||||||||||||||||||||
| Household Products | 2.5 | 4.1 | 2.7 | 4.7 | 2.5 | 3.9 | 2.7 | 4.7 | ||||||||||||||||||||||||
| Diversified Consumer Services | 2.3 | 3.8 | 2.4 | 4.2 | ||||||||||||||||||||||||||||
| Transportation Infrastructure | 2.3 | 3.6 | – | – | ||||||||||||||||||||||||||||
| Air Freight & Logistics | 2.2 | 3.5 | 2.3 | 4.0 | ||||||||||||||||||||||||||||
| Diversified Telecommunication Services | 2.2 | 3.6 | 2.4 | 4.1 | 2.2 | 3.4 | 2.4 | 4.1 | ||||||||||||||||||||||||
| Air Freight & Logistics | 2.2 | 3.6 | 2.3 | 4.0 | ||||||||||||||||||||||||||||
| Building Products | 1.7 | 2.7 | 1.8 | 3.1 | 1.7 | 2.6 | 1.8 | 3.1 | ||||||||||||||||||||||||
| Real Estate Management & Development | 1.4 | 2.2 | 1.4 | 2.4 | 1.4 | 2.2 | 1.4 | 2.4 | ||||||||||||||||||||||||
| Hotels, Restaurants & Leisure | 1.2 | 2.0 | 1.3 | 2.2 | 1.2 | 2.0 | 1.3 | 2.2 | ||||||||||||||||||||||||
| Distributors | 1.2 | 2.0 | 1.3 | 2.2 | ||||||||||||||||||||||||||||
| Beverages | 0.8 | 1.4 | 0.9 | 1.5 | 0.8 | 1.3 | 0.9 | 1.5 | ||||||||||||||||||||||||
| Diversified Consumer Services | 0.8 | 1.3 | 2.4 | 4.2 | ||||||||||||||||||||||||||||
| Auto Components | 0.8 | 1.2 | 0.8 | 1.4 | 0.8 | 1.2 | 0.8 | 1.4 | ||||||||||||||||||||||||
| Commercial Services & Supplies | 0.6 | 1.0 | 0.5 | 0.9 | ||||||||||||||||||||||||||||
| Containers & Packaging | 0.7 | 1.0 | 0.7 | 1.2 | 0.6 | 1.0 | 0.7 | 1.2 | ||||||||||||||||||||||||
| Commercial Services & Supplies | 0.6 | 1.0 | 0.5 | 0.9 | ||||||||||||||||||||||||||||
| Life Sciences Tools & Services | 0.6 | 0.9 | 0.6 | 1.0 | 0.5 | 0.8 | 0.6 | 1.0 | ||||||||||||||||||||||||
| Capital Markets | 0.2 | 0.4 | 0.2 | 0.4 | 0.2 | 0.4 | 0.2 | 0.4 | ||||||||||||||||||||||||
| Transportation Infrastructure(1) | 0.0 | 0.0 | – | – | ||||||||||||||||||||||||||||
| Distributors | – | – | 1.3 | 2.2 | ||||||||||||||||||||||||||||
Total | 100.0 | % | 162.5 | % | 100.0 | % | 173.3 | % | 100.0 | % | 157.9 | % | 100.0 | % | 173.3 | % | ||||||||||||||||
| (1) | Position is an unfunded loan commitment |
As of the dates indicated, the geographic composition of the Company’s portfolio at fair value was as follows:
| Geographic | March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | ||||||||||||
| United States | 98.0 | % | 97.9 | % | 98.0 | % | 97.9 | % | ||||||||
| Ireland | 2.0 | 2.1 | 2.0 | 2.1 | ||||||||||||
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| 5. | FAIR VALUE MEASUREMENT |
The fair value of a financial instrument is the amount that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities. The three levels of the fair value hierarchy are as follows:
Basis of Fair Value Measurement
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
27
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The types of financial instruments in this category include less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities and certainover-the-counter derivatives where the fair value is based on observable inputs.
26
Level 3 – Inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certainover-the-counter derivatives where the fair value is based on unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Note 2 “Significant Accounting Policies” should be read in conjunction with the information outlined below.
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 2 Instruments.
| Level 2 Instruments | Valuation Techniques and Significant Inputs | |
| Equity and Fixed Income | The types of instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include commercial paper, most government agency obligations, most corporate debt securities, certain mortgage-backed securities, certain bank loans, less liquid publicly listed equities, certain state and municipal obligations, certain money market instruments and certain loan commitments.
Valuations of Level 2 Equity and Fixed Income instruments can be verified to quoted prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. | |
| Derivative Contracts | OTC derivatives (both centrally cleared and bilateral) are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, calibration to market-clearing transactions, broker or dealer quotations, or other alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, voluntary and involuntary prepayment rates, loss severity rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. OTC derivatives are classified within Level 2 of the fair value hierarchy when significant inputs are corroborated by market evidence. |
The table below presents the valuation techniques and the nature of significant inputs generally used in determining the fair value of Level 3 Instruments.
| Level 3 Instruments | Valuation Techniques and Significant Inputs | |
| Bank Loans, Corporate Debt, and Other Debt Obligations | Valuations are generally based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market yields and recovery assumptions. The significant inputs are generally determined based on relative value analyses, which incorporate comparisons both to credit default swaps that reference the same underlying credit risk and to other debt instruments for the same issuer for which observable prices or broker quotes are available. Other valuation methodologies are used as appropriate including market comparables, transactions in similar instruments and recovery/liquidation analysis. | |
Equity | Recent third-party investments or pending transactions are considered to be the best evidence for any change in fair value. When these are not available, the following valuation methodologies are used, as appropriate and available: • Transactions in similar instruments; • Discounted cash flow techniques; • Third party appraisals; and • Industry multiples and public comparables. Evidence includes recent or pending reorganizations (for example, merger proposals, tender offers and debt restructurings) and significant changes in financial metrics, including: • Current financial performance as compared to projected performance; • Capitalization rates and multiples; and • Market yields implied by transactions of similar or related assets. |
2728
The tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets and liabilities as of March 31,June 30, 2019 and December 31, 2018. These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument. For example, the lowest yield in 1st Lien/Senior Secured Debt is appropriate for valuing that specific debt investment, but may not be appropriate for valuing any other debt investments in this asset class. Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets and liabilities.
| Level 3 Instruments | Level 3 Assets as of
| Significant Unobservable Inputs by Valuation Techniques(2) | Range(3) of Significant Unobservable Inputs (Weighted Average(4)) as of
| |||
| Bank Loans, Corporate Debt, and Other Debt Obligations | 1st Lien/Senior Secured | Discounted cash flows: | ||||
| $ | • Discount Rate | |||||
| 1st Lien/Last-Out Unitranche | Discounted cash flows: | |||||
| $ | • Discount Rate | |||||
| 2nd Lien/Senior Secured | Discounted cash flows: | |||||
| $ | • Discount Rate | |||||
| ||||||
| Unsecured Debt | Discounted cash flows: | |||||
| $ | • Discount Rate | |||||
| Equity | Preferred Stock | Comparable multiples: | ||||
| $ | • EV/Revenue | |||||
| ||||||
| ||||||
| ||||||
| Comparable multiples: | ||||||
• EV/EBITDA(5) | ||||||
| Common Stock | Discounted cash flows: | |||||
| $16,001 | • Discount Rate | 14.9% - 30.8% (24.5%) | ||||
| Comparable multiples: | ||||||
• EV/Revenue | 5.6x - 22.2x (9.5x) | |||||
| Comparable multiples: | ||||||
• EV/EBITDA(5) | 7.8x - 15.2x (12.9x) | |||||
| Warrants | Comparable multiples: | |||||
| $ | • EV/EBITDA(5) |
| (1) | Included within Level 3 |
| (2) | The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques. |
| (3) | The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment. |
| (4) | Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment. |
| (5) | Enterprise value of portfolio company as a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”). |
2829
| Level 3 Instruments | Level 3 Assets as of December 31, 2018(1) | Significant Unobservable Inputs by Valuation Techniques(2) | Range(3) of Significant Unobservable Inputs (Weighted Average(4)) as of December 31, 2018 | |||
| Bank Loans, Corporate Debt, and Other Debt Obligations | 1st Lien/Senior Secured Debt | Discounted cash flows: | ||||
| $587,398 | • Discount Rate | 8.4% – 13.0% (9.9%) | ||||
| 1stLien/Last-Out Unitranche | Discounted cash flows: | |||||
| $163,253 | • Discount Rate | 9.3% – 15.0% (11.3%) | ||||
| 2nd Lien/Senior Secured Debt | Discounted cash flows: | |||||
| $320,120 | • Discount Rate | 10.8% – 16.5% (11.5%) | ||||
| Unsecured Debt | Discounted cash flows: | |||||
| $4,295 | • Discount Rate | 6.4% – 22.6% (13.7%) | ||||
| Equity | Preferred Stock | Comparable multiples: | ||||
| $9,259 | • EV/EBITDA(5) | 10.0x – 18.9x (16.2x) | ||||
| Common Stock | Discounted cash flows: | |||||
| $8,025 | • Discount Rate | 14.6% – 31.0% (24.5%) | ||||
| Comparable multiples: | ||||||
• EV/EBITDA(5) | 8.4x – 13.0x (11.7x) | |||||
| Warrants | Comparable multiples: | |||||
| $130 | • EV/EBITDA(5) | 10.0x – 22.3x (13.3x) |
| (1) | Included within Level 3 |
| (2) | The fair value of any one instrument may be determined using multiple valuation techniques. For example, market comparable and discounted cash flows may be used together to determine fair value. Therefore, the Level 3 balance encompasses both of these techniques. |
| (3) | The range for an asset category consisting of a single investment represents the relevant market data considered in determining the fair value of the investment. |
| (4) | Weighted average for an asset category consisting of multiple investments is calculated by weighting the significant unobservable input by the relative fair value of the investment. Weighted average for an asset category consisting of a single investment represents the significant unobservable input used in the fair value of the investment. |
| (5) | Enterprise value of portfolio company as a multiple of EBITDA. |
As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of March 31,June 30, 2019 and December 31, 2018. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments. An increase in the discount rate or market yield would result in a decrease in the fair value. Included in the consideration and selection of discount rates is risk of default, rating of the investment, call provisions and comparable company investments. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in market comparable transactions or market multiples would result in an increase or decrease, respectively, in the fair value.
The following is a summary of the Company’s assets categorized within the fair value hierarchy as of March 31,June 30, 2019:
| Assets | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt | $ | – | $ | 24,723 | $ | 805,834 | $ | 830,557 | $ | – | $ | 24,912 | $ | 856,954 | $ | 881,866 | ||||||||||||||||
| 1stLien/Last-Out Unitranche | – | – | 167,140 | 167,140 | – | – | 120,367 | 120,367 | ||||||||||||||||||||||||
| 2nd Lien/Senior Secured Debt | – | 68,450 | 375,179 | 443,629 | – | 113,146 | 333,426 | 446,572 | ||||||||||||||||||||||||
| Unsecured Debt | – | – | 4,295 | 4,295 | – | – | 4,306 | 4,306 | ||||||||||||||||||||||||
| Preferred Stock | – | – | 12,799 | 12,799 | – | – | 16,576 | 16,576 | ||||||||||||||||||||||||
| Common Stock | – | – | 12,498 | 12,498 | – | – | 16,001 | 16,001 | ||||||||||||||||||||||||
| Warrants | – | – | 138 | 138 | – | – | 89 | 89 | ||||||||||||||||||||||||
| Affiliated Money Market Fund | 11,501 | – | – | 11,501 | 32,363 | – | – | 32,363 | ||||||||||||||||||||||||
| Total assets | $ | 11,501 | $ | 93,173 | $ | 1,377,883 | $ | 1,482,557 | $ | 32,363 | $ | 138,058 | $ | 1,347,719 | $ | 1,518,140 | ||||||||||||||||
| Derivatives | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| Foreign currency forward contracts (asset)(1) | $ | – | $ | 199 | $ | – | $ | 199 | $ | – | $ | 145 | $ | – | $ | 145 | ||||||||||||||||
| Total | $ | – | $ | 199 | $ | – | $ | 199 | $ | – | $ | 145 | $ | – | $ | 145 | ||||||||||||||||
| (1) | Amounts disclosed represent the unrealized appreciation on the foreign currency forward contracts. |
2930
The following is a summary of the Company’s assets categorized within the fair value hierarchy as of December 31, 2018:
| Assets | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt | $ | – | $ | – | $ | 741,446 | $ | 741,446 | $ | – | $ | – | $ | 741,446 | $ | 741,446 | ||||||||||||||||
| 1stLien/Last-Out Unitranche | – | – | 163,253 | 163,253 | – | – | 163,253 | 163,253 | ||||||||||||||||||||||||
| 2nd Lien/Senior Secured Debt | – | 59,865 | 406,928 | 466,793 | – | 59,865 | 406,928 | 466,793 | ||||||||||||||||||||||||
| Unsecured Debt | – | – | 4,295 | 4,295 | – | – | 4,295 | 4,295 | ||||||||||||||||||||||||
| Preferred Stock | – | – | 12,159 | 12,159 | – | – | 12,159 | 12,159 | ||||||||||||||||||||||||
| Common Stock | – | – | 11,285 | 11,285 | – | – | 11,285 | 11,285 | ||||||||||||||||||||||||
| Warrants | – | – | 130 | 130 | – | – | 130 | 130 | ||||||||||||||||||||||||
| Affiliated Money Market Fund | – | – | – | – | ||||||||||||||||||||||||||||
| Total assets | $ | – | $ | 59,865 | $ | 1,339,496 | $ | 1,399,361 | $ | – | $ | 59,865 | $ | 1,339,496 | $ | 1,399,361 | ||||||||||||||||
| Derivatives | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
| Foreign currency forward contracts (asset)(1) | $ | – | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | ||||||||||||||||
| Total | $ | – | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | ||||||||||||||||
| (1) | Amounts disclosed represent the unrealized appreciation on the foreign currency forward contracts. |
The following is a reconciliation of Level 3 assets for the threesix months ended March 31,June 30, 2019:
| Level 3 | Beginning Balance as of January 1, 2019 | Purchases(1) | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation)(2) | Sales and Settlements(1) | Net Amortization of Premium/ Discount | Transfers In | Transfers Out | Ending Balance as of March 31, 2019 | Beginning Balance as of January 1, 2019 | Purchases(1) | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation)(2) | Sales and Settlements(1) | Net Amortization of Premium/ Discount | Transfers In | Transfers Out | Ending Balance as of June 30, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt | $ | 741,446 | $ | 80,201 | $ | (4 | ) | $ | (1,063 | ) | $ | (15,495 | ) | $ | 749 | $ | – | $ | – | $ | 805,834 | $ | 741,446 | $ | 221,630 | $ | (10 | ) | $ | (552 | ) | $ | (108,456 | ) | $ | 2,896 | $ | – | $ | – | $ | 856,954 | ||||||||||||||||||||||||||||||
| 1stLien/Last-Out Unitranche | 163,253 | 4,178 | – | (362 | ) | (143 | ) | 214 | – | – | 167,140 | 163,253 | 14,232 | (10,236 | ) | 1,450 | (49,397 | ) | 1,065 | – | – | 120,367 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2nd Lien/Senior Secured Debt | 406,928 | 26,709 | – | (9,937 | ) | (39,575 | ) | 730 | – | (9,676 | ) | 375,179 | 406,928 | 22,961 | (12,341 | ) | 2,430 | (40,904 | ) | 947 | – | (46,595 | ) | 333,426 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Unsecured Debt | 4,295 | – | – | (2 | ) | – | 2 | – | – | 4,295 | 4,295 | – | – | 6 | – | 5 | – | – | 4,306 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | 12,159 | – | – | 640 | – | – | – | – | 12,799 | 12,159 | 6,010 | 750 | (593 | ) | (1,750 | ) | – | – | – | 16,576 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | 11,285 | – | – | 1,213 | – | – | – | – | 12,498 | 11,285 | 1,232 | – | 3,484 | – | – | – | – | 16,001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants | 130 | – | – | 8 | – | – | – | – | 138 | 130 | – | – | (41 | ) | – | – | – | – | 89 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 1,339,496 | $ | 111,088 | $ | (4 | ) | $ | (9,503 | ) | $ | (55,213 | ) | $ | 1,695 | $ | – | $ | (9,676 | ) | $ | 1,377,883 | $ | 1,339,496 | $ | 266,065 | $ | (21,837 | ) | $ | 6,184 | $ | (200,507 | ) | $ | 4,913 | $ | – | $ | (46,595 | ) | $ | 1,347,719 | |||||||||||||||||||||||||||||
| (1) | Purchases may include PIK and securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments. |
| (2) | Change in unrealized appreciation (depreciation) relating to assets still held as of |
30
The following is a reconciliation of Level 3 assets for the threesix months ended March 31,June 30, 2018:
| Level 3 | Beginning Balance as of January 1, 2018 | Purchases(1) | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation)(2) | Sales and Settlements(1) | Net Amortization of Premium/ Discount | Transfers In | Transfers Out | Ending Balance as of March 31, 2018 | Beginning Balance as of January 1, 2018 | Purchases(1) | Net Realized Gain (Loss) | Net Change in Unrealized Appreciation (Depreciation)(2) | Sales and Settlements(1) | Net Amortization of Premium/ Discount | Transfers In | Transfers Out | Ending Balance as of June 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt | $ | 285,254 | $ | 31,453 | $ | (7 | ) | $ | (36 | ) | $ | (4,681 | ) | $ | 306 | $ | – | $ | – | $ | 312,289 | $ | 285,254 | $ | 92,754 | $ | (7 | ) | $ | (95 | ) | $ | (29,613 | ) | $ | 1,002 | $ | – | $ | – | $ | 349,295 | ||||||||||||||||||||||||||||||
| 1stLien/Last-Out Unitranche | 112,956 | 59,486 | – | (633 | ) | (29,200 | ) | 759 | – | – | 143,368 | 112,956 | 68,228 | – | (1,345 | ) | (29,343 | ) | 972 | – | – | 151,468 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2nd Lien/Senior Secured Debt | 403,616 | 46,943 | – | (113 | ) | (15,393 | ) | 380 | – | – | 435,433 | 403,616 | 82,698 | – | (479 | ) | (30,393 | ) | 924 | 27,918 | – | 484,284 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Unsecured Debt | 3,783 | – | – | (2 | ) | – | 2 | – | – | 3,783 | 3,783 | – | – | (4 | ) | – | 4 | – | – | 3,783 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | 2,979 | – | – | 170 | – | – | – | – | 3,149 | 2,979 | 4,800 | – | 222 | – | – | – | – | 8,001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | 3,573 | 1,900 | 2,324 | 358 | (3,225 | ) | – | – | – | 4,930 | 3,573 | 5,254 | 2,324 | 331 | (3,225 | ) | – | – | – | 8,257 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants | 99 | – | – | (13 | ) | – | – | – | – | 86 | 99 | – | – | (5 | ) | – | – | – | – | 94 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | 812,260 | $ | 139,782 | $ | 2,317 | $ | (269 | ) | $ | (52,499 | ) | $ | 1,447 | $ | – | $ | – | $ | 903,038 | $ | 812,260 | $ | 253,734 | $ | 2,317 | $ | (1,375 | ) | $ | (92,574 | ) | $ | 2,902 | $ | 27,918 | $ | – | $ | 1,005,182 | ||||||||||||||||||||||||||||||||
| (1) | Purchases may include PIK and securities received in corporate actions and restructurings. Sales and Settlements may include securities delivered in corporate actions and restructuring of investments. |
| (2) | Change in unrealized appreciation (depreciation) relating to assets still held as of |
31
Transfers between levels of the fair value hierarchy are reported at the beginning of the reporting period in which they occur. For the threesix months ended March 31,June 30, 2019, transfers from Level 3 to Level 2 were primarily due to increased price transparency. For the threesix months ended March 31,June 30, 2018, theretransfers from Level 2 to Level 3 were no transfers between levels of the fair value hierarchy.primarily due to decreased price transparency.
Debt Not Carried at Fair Value
The fair value of the Company’s debt, which would have been categorized as Level 3 within the fair value hierarchy as of March 31,June 30, 2019 and December 31, 2018, approximates its carrying value.
| 6. | DEBT |
In accordance with the Investment Company Act, with certain exceptions, the Company is currently allowed to borrow amounts such that its asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). As of March 31,June 30, 2019 and December 31, 2018, the Company’s asset coverage ratio based on the aggregate amount outstanding of senior securities (which includes the Revolving Credit Facilities) was 259%269% and 239%, respectively.
The Company’s outstanding debt as of March 31,June 30, 2019 and December 31, 2018 was as follows:
| As of | As of | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||
Aggregate Borrowing Amount Committed | Amount Available | Carrying Value(3) | Aggregate Borrowing Amount Committed | Amount Available | Carrying Value(3) | Aggregate Borrowing Amount Committed | Amount Available | Carrying Value(3) | Aggregate Borrowing Amount Committed | Amount Available | Carrying Value(3) | |||||||||||||||||||||||||||||||||||||
| BoA Revolving Credit Facility(1) | $ | 50,000 | $ | 14,750 | $ | 35,250 | $ | 130,000 | $ | 19,500 | $ | 110,500 | N/A | N/A | N/A | $ | 130,000 | $ | 19,500 | $ | 110,500 | |||||||||||||||||||||||||||
| JPM Revolving Credit Facility(2) | 630,000 | 96,700 | 531,040 | 465,000 | – | 463,962 | 630,000 | 76,200 | 552,322 | 465,000 | – | 463,962 | ||||||||||||||||||||||||||||||||||||
| Total Debt | $ | 680,000 | $ | 111,450 | $ | 566,290 | $ | 595,000 | $ | 19,500 | $ | 574,462 | $ | 630,000 | $ | 76,200 | $ | 552,322 | $ | 595,000 | $ | 19,500 | $ | 574,462 | ||||||||||||||||||||||||
| (1) | As of |
| (2) | The Company may borrow amounts in USD or certain other permitted currencies. As of |
| (3) | Debt outstanding denominated in currencies other than USD have been converted to USD using the applicable foreign currency exchange rate as of |
The combined weighted average interest rates of the aggregate borrowings outstanding for the threesix months ended March 31,June 30, 2019 and for the year ended December 31, 2018 were 5.91%5.90% and 5.30%, respectively.
3132
BoA Revolving Credit Facility
The Company entered into the BoA Revolving Credit Facility on July 18, 2016 with Bank of America, N.A. as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and lender. The Company amended the BoA Revolving Credit Facility on March 3, 2017, July 16, 2018 and August 1, 2018.
Subject to availability underOn May 31, 2019, the “Borrowing Base,”BoA Revolving Credit Facility matured and the maximum principal amountCompany has repaid in full all indebtedness, liabilities and other obligations thereof. In connection with the maturity of the BoA Revolving Credit Facility, was $50,000 as of March 31, 2019. The maximum principal amount of the BoA Revolving Credit Facility will decreaseall liens on a monthly basis until the stated maturity date (unless reduced further at the Company’s discretion). The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. The Company has the ability to increase the maximum principal amount of the BoA Revolving Credit Facility up to $750,000, subject to increasing commitments of existing lenders and/or obtaining commitments of new lenders and certain other conditions. The stated maturity date of the BoA Revolving Credit Facility is May 31, 2019.collateral were released.
Under the BoA Revolving Credit Facility, the Company has the ability to elect either LIBOR or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility is the prevailing LIBOR for one, two, three or six months (the “Applicable LIBOR”) plus 2.50% per annum or (B) an alternate base rate (the greater of the prime rate of such commercial bank, the federal funds rate plus 0.50%, and LIBOR plus 1.00%) (“ABR”) plus 1.50% per annum. The Company pays a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.
Amounts drawn under the BoA Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the BoA Revolving Credit Facility and may trigger mandatory prepayment obligations.
The BoA Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of the Company’s investors (with certain exceptions) and the proceeds thereof, including assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the BoA Revolving Credit Facility, the lenders can directly require investors to fund their capital commitments, but lenders cannot seek recourse against a Unitholder in excess of such Unitholder’s obligation to contribute capital to the Company.
The BoA Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on certain operations, including without limitation certain distributions. The BoA Revolving Credit Facility includes customary conditions precedent to draw-down of loans and customary events of default. The Company is in compliance with these covenants.
As of March 31, 2019, costsCosts of $2,383 were incurred in connection with obtaining and amending the BoA Revolving Credit Facility, which have beenwere recorded as deferred financing costs on the Consolidated Statements of Financial Condition and are beingwere amortized over the life of the BoA Revolving Credit Facility using the straight-line method.method until maturity. As of March 31,June 30, 2019 and December 31, 2018, outstanding deferred financing costs were $66$0 and $163, respectively.
The summary information of the BoA Revolving Credit Facility for the three and six months ended March 31,June 30, 2019 and 2018 is as follows:
| For the Three Months Ended | ||||||||
| March 31, 2019 | March 31, 2018 | |||||||
| Borrowing Interest Expense | $ | 1,036 | $ | 2,716 | ||||
| Facility fees | 12 | 9 | ||||||
| Amortization of financing costs | 99 | 220 | ||||||
| Total | $ | 1,147 | $ | 2,945 | ||||
| Weighted average interest rate | 5.07% | 4.67% | ||||||
| Average outstanding balance | $ | 82,797 | $ | 235,961 | ||||
32
Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | |||||||||||||
| Borrowing interest expense | $ | 54 | $ | 2,616 | $ | 1,089 | $ | 5,332 | ||||||||
| Facility fees | 14 | 25 | 26 | 34 | ||||||||||||
| Amortization of financing costs | 66 | 223 | 165 | 443 | ||||||||||||
| Total | $ | 134 | $ | 2,864 | $ | 1,280 | $ | 5,809 | ||||||||
| Weighted average interest rate | 5.04% | 4.99% | 5.07% | 4.82% | ||||||||||||
| Average outstanding balance | $ | 4,266 | $ | 210,500 | $ | 43,315 | $ | 223,160 | ||||||||
JPM Revolving Credit Facility
On November 21, 2017, SPV entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and the Company serves as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as the Company’s transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on August 17, 2018, December 10, 2018 and February 22, 2019.
Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month London InterBank Offered Rate (“LIBOR”) LIBOR (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest is the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, plus the applicable margin. The applicable margin is 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.
The JPM Revolving Credit Facility is a multicurrency facility. As of March 31,June 30, 2019, the total commitments under the JPM Revolving Credit Facility were $630,000. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $750,000. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fourth anniversary of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the administrative agent at such time.
SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility arenon-recourse to the Company, and the Company’s exposure under the JPM Revolving Credit Facility is limited to the value of the Company’s investment in SPV.
In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if the Company is no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.
Costs of $6,063 were incurred in connection with obtaining and amending the JPM Revolving Credit Facility, which have been recorded as deferred financing costs on the Consolidated Statements of Financial Condition and are being amortized over the life of the JPM Revolving Credit Facility using the straight-line method. As of March 31,June 30, 2019 and December 31, 2018, outstanding deferred financing costs were $4,338$3,930 and $3,828, respectively.
33
The summary information of the JPM Revolving Credit Facility for the three and six months ended March 31,June 30, 2019 and 2018 is as follows:
| For the Three Months Ended | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | ||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | |||||||||||||||||||||||
| Borrowing Interest Expense | $ | 7,524 | $ | 2,305 | ||||||||||||||||||||
| Borrowing interest expense | $ | 7,962 | $ | 3,196 | $ | 15,486 | $ | 5,501 | ||||||||||||||||
| Facility fees | 139 | 322 | 196 | 281 | 335 | 603 | ||||||||||||||||||
| Amortization of financing costs | 370 | 297 | 409 | 297 | 779 | 594 | ||||||||||||||||||
| Total | $ | 8,033 | $ | 2,924 | $ | 8,567 | $ | 3,774 | $ | 16,600 | $ | 6,698 | ||||||||||||
| Weighted average interest rate | 6.05% | 5.28% | 5.90% | 5.88% | 5.97% | 5.61% | ||||||||||||||||||
| Average outstanding balance | $ | 504,258 | $ | 176,889 | $ | 541,493 | $ | 218,022 | $ | 522,978 | $ | 197,569 | ||||||||||||
| 7. | DERIVATIVES |
The Company enters into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default(close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
33
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from the counterparty, if any, is included in the Consolidated Statements of Financial Condition as due to/due from a broker. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that they believe to be in good standing and by monitoring the financial stability of those counterparties.
For the three and six months ended March 31,June 30, 2019, the Company’s average USD notional exposure to foreign currency forward contracts was $4,133.were $3,373 and $3,737, respectively. The Company did not hold any derivative instruments prior to August 8, 2018.
The following table sets forth the Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements as of March 31,June 30, 2019.
| Counterparty | Gross Amount of Assets on the Consolidated Statements of Financial Condition | Gross Amount of (Liabilities) on the Consolidated Statements of Financial Condition | Net Amount of Assets or (Liabilities) Presented on the Consolidated Statements of Financial Condition | Collateral (Received) Pledged (1) | Net Amounts (2) | Gross Amount of Assets on the Consolidated Statements of Financial Condition | Gross Amount of (Liabilities) on the Consolidated Statements of Financial Condition | Net Amount of Assets or (Liabilities) Presented on the Consolidated Statements of Financial Condition | Collateral (Received) Pledged (1) | Net Amounts (2) | ||||||||||||||||||||||||||||||
| Bank of America, N.A. | $ | 199 | $ | – | $ | 199 | $ | – | $ | 199 | $ | 145 | $ | – | $ | 145 | $ | – | $ | 145 | ||||||||||||||||||||
Total | $ | 199 | $ | – | $ | 199 | $ | – | $ | 199 | $ | 145 | $ | – | $ | 145 | $ | – | $ | 145 | ||||||||||||||||||||
| (1) | Amount excludes excess cash collateral paid. |
| (2) | Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts. |
The following table sets forth the Company’s net exposure to foreign currency forward contracts that are subject to ISDA Master Agreements or similar agreements as of December 31, 2018.
| Counterparty | Gross Amount of Assets on the Consolidated Statements of Financial Condition | Gross Amount of (Liabilities) on the Consolidated Statements of Financial Condition | Net Amount of Assets or (Liabilities) Presented on the Consolidated Statements of Financial Condition | Collateral (Received) Pledged (1) | Net Amounts (2) | Gross Amount of Assets on the Consolidated Statements of Financial Condition | Gross Amount of (Liabilities) on the Consolidated Statements of Financial Condition | Net Amount of Assets or (Liabilities) Presented on the Consolidated Statements of Financial Condition | Collateral (Received) Pledged (1) | Net Amounts (2) | ||||||||||||||||||||||||||||||
| Bank of America, N.A. | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | ||||||||||||||||||||
Total | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | $ | 105 | $ | – | $ | 105 | $ | – | $ | 105 | ||||||||||||||||||||
| (1) | Amount excludes excess cash collateral paid. |
| (2) | Net amount represents the net amount due (to) from counterparty in the event of a default based on the contractual setoff rights under the agreement. Net amount excludes any over-collateralized amounts. |
34
The effect of transactions in derivative instruments to the Consolidated Statements of Operations during the three and six months ended March 31,June 30, 2019 and 2018 was as follows:
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| Net realized gain (loss) on foreign currency forward contracts | $ | 10 | $ | – | $ | – | $ | – | $ | 10 | $ | – | ||||||||||||
| Net change in unrealized appreciation (depreciation) on foreign currency forward contracts | $ | 94 | $ | – | $ | (54 | ) | $ | – | $ | 40 | $ | – | |||||||||||
| Total net realized and unrealized gains (losses) on foreign currency forward contracts | $ | 104 | $ | – | $ | (54 | ) | $ | – | $ | 50 | $ | – | |||||||||||
| 8. | COMMITMENTS AND CONTINGENCIES |
Capital Commitments
As of the dates indicated, the Company had aggregate capital commitments and undrawn capital commitments from investors as follows:
| March 31, 2019 | December 31, 2018 | |||||||||||||||||||||||
Capital Commitments | Unfunded Capital Commitments | % of Capital Commitments Funded | Capital Commitments | Unfunded Capital Commitments | % of Capital Commitments Funded | |||||||||||||||||||
| Common Units | $ | 1,097,430 | $ | 153,640 | 86% | $ | 1,097,430 | $ | 263,383 | 76% | ||||||||||||||
| June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||
Capital Commitments | Unfunded Capital Commitments | % of Capital Commitments Funded | Capital Commitments | Unfunded Capital Commitments | % of Capital Commitments Funded | |||||||||||||||||||
| Common Units | $ | 1,097,430 | $ | 109,743 | 90% | $ | 1,097,430 | $ | 263,383 | 76% | ||||||||||||||
3435
Portfolio Company Commitments
The Company may enter into investment commitments either verbally orto fund investments through signed commitment letters which in certain circumstances may be disclosed by the Company. In many circumstances, borrower acceptance and final terms are subject to transaction-related contingencies. These are disclosed as commitments upon execution of a final agreement. As of March 31,June 30, 2019, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. As of the dates indicated, the Company had the following unfunded commitments by investment types:
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||
Commitment Expiration Date(1) | Unfunded Commitment | Fair Value(2) | Commitment Expiration Date(1) | Unfunded Commitment | Fair Value(2) | Commitment Expiration Date(1) | Unfunded Commitment | Fair Value(2) | Commitment Expiration Date(1) | Unfunded Commitment | Fair Value(2) | |||||||||||||||||||||||||||||||||||||
| 1st Lien/Senior Secured Debt | ||||||||||||||||||||||||||||||||||||||||||||||||
| Picture Head Midco LLC | – | $ | – | $ | – | 03/31/2019 | $ | 3,840 | $ | (77 | ) | – | $ | – | $ | – | 03/31/2019 | $ | 3,840 | $ | (77 | ) | ||||||||||||||||||||||||||
| VRC Companies, LLC | – | – | – | 09/27/2019 | 1,313 | (13 | ) | – | – | – | 09/27/2019 | 1,313 | (13 | ) | ||||||||||||||||||||||||||||||||||
| Diligent Corporation | – | – | – | 08/03/2020 | 374 | (5 | ) | – | – | – | 08/03/2020 | 374 | (5 | ) | ||||||||||||||||||||||||||||||||||
| DocuTAP, Inc. | 09/05/2019 | 47,288 | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||
| DocuTAP, Inc. | 09/05/2019 | 7,312 | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||
| Datto, Inc. | – | – | – | 12/07/2022 | 3,739 | (28 | ) | |||||||||||||||||||||||||||||||||||||||||
| Picture Head Midco LLC | – | – | – | 08/31/2023 | 2,661 | (54 | ) | |||||||||||||||||||||||||||||||||||||||||
| VRC Companies, LLC | 01/28/2020 | 1,642 | (16 | ) | – | – | – | 01/28/2020 | 1,061 | (11 | ) | – | – | – | ||||||||||||||||||||||||||||||||||
| Businessolver.com, Inc. | 05/15/2020 | 2,919 | (59 | ) | 05/15/2020 | 3,550 | (72 | ) | 05/15/2020 | 2,152 | (43 | ) | 05/15/2020 | 3,550 | (72 | ) | ||||||||||||||||||||||||||||||||
| GlobalTranz Enterprises LLC | 05/15/2020 | 3,147 | (118 | ) | – | – | – | |||||||||||||||||||||||||||||||||||||||||
| SPay, Inc. | 06/15/2020 | 7,974 | (282 | ) | 06/15/2020 | 8,544 | (216 | ) | 06/15/2020 | 8,055 | (282 | ) | 06/15/2020 | 8,544 | (216 | ) | ||||||||||||||||||||||||||||||||
| Hygiena Borrower LLC | 06/29/2020 | 857 | (17 | ) | 06/29/2020 | 857 | (17 | ) | 06/29/2020 | 863 | (17 | ) | 06/29/2020 | 857 | (17 | ) | ||||||||||||||||||||||||||||||||
| Gastro Health Holdco, LLC | 09/04/2020 | 7,642 | (154 | ) | 09/04/2020 | 7,642 | (154 | ) | 09/04/2020 | 2,826 | (57 | ) | 09/04/2020 | 7,642 | (154 | ) | ||||||||||||||||||||||||||||||||
| Diligent Corporation | 12/19/2020 | 12,244 | (153 | ) | 12/19/2020 | 14,490 | (181 | ) | 12/19/2020 | 12,244 | (122 | ) | 12/19/2020 | 14,490 | (181 | ) | ||||||||||||||||||||||||||||||||
| Pathway Vet Alliance LLC | 12/21/2020 | 2,386 | (12 | ) | – | – | – | 12/21/2020 | 1,390 | (14 | ) | – | – | – | ||||||||||||||||||||||||||||||||||
| Brillio, LLC | 02/06/2021 | 2,330 | (23 | ) | – | – | – | 02/06/2021 | 2,330 | (23 | ) | – | – | – | ||||||||||||||||||||||||||||||||||
| CorePower Yoga, LLC | 05/14/2021 | 3,568 | (54 | ) | – | – | – | |||||||||||||||||||||||||||||||||||||||||
| Associations, Inc. | 07/30/2021 | 2,286 | (23 | ) | 07/30/2021 | 2,858 | (29 | ) | 07/30/2021 | 1,874 | (19 | ) | 07/30/2021 | 2,858 | (29 | ) | ||||||||||||||||||||||||||||||||
| Netvoyage Corporation | 03/24/2022 | 1,044 | (18 | ) | 03/24/2022 | 1,044 | (13 | ) | 03/24/2022 | 1,044 | (13 | ) | 03/24/2022 | 1,044 | (13 | ) | ||||||||||||||||||||||||||||||||
| VRC Companies, LLC | 03/31/2022 | 97 | (1 | ) | 03/31/2022 | 129 | (1 | ) | 03/31/2022 | 114 | (1 | ) | 03/31/2022 | 129 | (1 | ) | ||||||||||||||||||||||||||||||||
| Diligent Corporation | 04/14/2022 | 228 | (3 | ) | 04/14/2022 | 1,140 | (14 | ) | 04/14/2022 | 228 | (2 | ) | 04/14/2022 | 1,140 | (14 | ) | ||||||||||||||||||||||||||||||||
| Continuum Managed Services, LLC | 06/08/2022 | 3,280 | (49 | ) | 06/08/2022 | 3,280 | (66 | ) | 06/08/2022 | 3,280 | – | 06/08/2022 | 3,280 | (66 | ) | |||||||||||||||||||||||||||||||||
| DDS USA Holding, Inc. | 06/30/2022 | 1,625 | (12 | ) | 06/30/2022 | 1,625 | (12 | ) | 06/30/2022 | 1,625 | (12 | ) | 06/30/2022 | 1,625 | (12 | ) | ||||||||||||||||||||||||||||||||
| Xactly Corporation | 07/29/2022 | 2,554 | (38 | ) | 07/29/2022 | 2,554 | (38 | ) | 07/29/2022 | 2,554 | (32 | ) | 07/29/2022 | 2,554 | (38 | ) | ||||||||||||||||||||||||||||||||
| Hygiena Borrower LLC | 08/26/2022 | 580 | (12 | ) | 08/26/2022 | 580 | (12 | ) | 08/26/2022 | 580 | (12 | ) | 08/26/2022 | 580 | (12 | ) | ||||||||||||||||||||||||||||||||
| Lithium Technologies, Inc. | 10/03/2022 | 4,046 | (81 | ) | 10/03/2022 | 4,046 | (81 | ) | 10/03/2022 | 4,046 | (71 | ) | 10/03/2022 | 4,046 | (81 | ) | ||||||||||||||||||||||||||||||||
| Datto, Inc. | 12/07/2022 | 3,739 | – | 12/07/2022 | 3,739 | (28 | ) | |||||||||||||||||||||||||||||||||||||||||
| Bullhorn, Inc. | 11/21/2022 | 952 | (7 | ) | – | – | – | |||||||||||||||||||||||||||||||||||||||||
| Businessolver.com, Inc. | 05/15/2023 | 3,187 | (64 | ) | 05/15/2023 | 2,391 | (48 | ) | 05/15/2023 | 3,506 | (70 | ) | 05/15/2023 | 2,391 | (48 | ) | ||||||||||||||||||||||||||||||||
| Integral Ad Science, Inc. | 07/19/2023 | 2,741 | (55 | ) | 07/19/2023 | 2,741 | (55 | ) | 07/19/2023 | 2,741 | (48 | ) | 07/19/2023 | 2,741 | (55 | ) | ||||||||||||||||||||||||||||||||
| FWR Holding Corporation | 08/21/2023 | 1,323 | (13 | ) | 08/21/2023 | 1,103 | (22 | ) | 08/21/2023 | 838 | (8 | ) | 08/21/2023 | 1,103 | (22 | ) | ||||||||||||||||||||||||||||||||
| Picture Head Midco LLC | 08/31/2023 | 2,661 | (47 | ) | 08/31/2023 | 2,661 | (54 | ) | ||||||||||||||||||||||||||||||||||||||||
| Gastro Health Holdco, LLC | 09/04/2023 | 3,100 | (62 | ) | 09/04/2023 | 3,100 | (62 | ) | 09/04/2023 | 3,100 | (62 | ) | 09/04/2023 | 3,100 | (62 | ) | ||||||||||||||||||||||||||||||||
| Empirix, Inc. | 09/25/2023 | 1,900 | (33 | ) | 09/25/2023 | 1,900 | (33 | ) | 09/25/2023 | 1,900 | (76 | ) | 09/25/2023 | 1,900 | (33 | ) | ||||||||||||||||||||||||||||||||
| SPay, Inc. | 06/17/2024 | 1,038 | (36 | ) | 06/17/2024 | 461 | (12 | ) | 06/17/2024 | 577 | (20 | ) | 06/17/2024 | 461 | (12 | ) | ||||||||||||||||||||||||||||||||
| Associations, Inc. | 07/30/2024 | 886 | (9 | ) | 07/30/2024 | 886 | (9 | ) | 07/30/2024 | 886 | (9 | ) | 07/30/2024 | 886 | (9 | ) | ||||||||||||||||||||||||||||||||
| Fenergo Finance 3 Limited(3) | 09/05/2024 | 2,580 | (145 | ) | 09/05/2024 | 2,635 | (91 | ) | 09/05/2024 | 2,615 | (84 | ) | 09/05/2024 | 2,635 | (91 | ) | ||||||||||||||||||||||||||||||||
| Fenergo Finance 3 Limited | 09/05/2024 | 1,785 | (36 | ) | 09/05/2024 | 1,785 | (36 | ) | ||||||||||||||||||||||||||||||||||||||||
| Fenergo Finance 3 Limited | 09/05/2024 | 1,785 | (18 | ) | 09/05/2024 | 1,785 | (36 | ) | ||||||||||||||||||||||||||||||||||||||||
| iCIMS, Inc. | 09/12/2024 | 2,822 | (56 | ) | 09/12/2024 | 2,822 | (56 | ) | 09/12/2024 | 2,822 | (56 | ) | 09/12/2024 | 2,822 | (56 | ) | ||||||||||||||||||||||||||||||||
| MMIT Holdings, LLC | 11/15/2024 | 4,788 | (96 | ) | 11/15/2024 | 3,830 | (77 | ) | 11/15/2024 | 4,788 | (96 | ) | 11/15/2024 | 3,830 | (77 | ) | ||||||||||||||||||||||||||||||||
| Wrike, Inc. | 12/31/2024 | 2,400 | (48 | ) | 12/31/2024 | 2,400 | (48 | ) | 12/31/2024 | 2,400 | (48 | ) | 12/31/2024 | 2,400 | (48 | ) | ||||||||||||||||||||||||||||||||
| Mailgun Technologies, Inc. | 03/26/2025 | 2,370 | (47 | ) | – | – | – | 03/26/2025 | 2,370 | (47 | ) | – | – | – | ||||||||||||||||||||||||||||||||||
| Internet Truckstop Group, LLC | 04/02/2025 | 33,638 | – | – | – | – | 04/02/2025 | 2,800 | (70 | ) | – | – | – | |||||||||||||||||||||||||||||||||||
| Internet Truckstop Group, LLC | 04/02/2025 | 2,730 | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||
| CorePower Yoga, LLC | 05/14/2025 | 1,070 | (16 | ) | – | – | – | |||||||||||||||||||||||||||||||||||||||||
| Total 1st Lien/Senior Secured Debt | 182,022 | (1,700 | ) | 90,320 | (1,632 | ) | 88,131 | (1,638 | ) | 90,320 | (1,632 | ) | ||||||||||||||||||||||||||||||||||||
| 1stLien/Last-Out Unitranche | ||||||||||||||||||||||||||||||||||||||||||||||||
| Intelligent Document Solutions, Inc. | 02/28/2020 | 4,178 | (125 | ) | 02/28/2020 | 8,356 | (251 | ) | 02/28/2020 | $ | 4,178 | $ | (115 | ) | 02/28/2020 | $ | 8,356 | $ | (251 | ) | ||||||||||||||||||||||||||||
| Vantage Mobility International, LLC | 09/09/2021 | 717 | (36 | ) | – | – | – | |||||||||||||||||||||||||||||||||||||||||
| Total 1stLien/Last-Out Unitranhce | 4,178 | (125 | ) | 8,356 | (251 | ) | 4,895 | (151 | ) | 8,356 | (251 | ) | ||||||||||||||||||||||||||||||||||||
| 2nd Lien/Senior Secured Debt | ||||||||||||||||||||||||||||||||||||||||||||||||
| RSC Acquisition, Inc. | 03/05/2020 | 6,400 | (64 | ) | 03/05/2020 | 6,400 | (64 | ) | 03/05/2020 | $ | 3,072 | $ | (31 | ) | 03/05/2020 | $ | 6,400 | $ | (64 | ) | ||||||||||||||||||||||||||||
| USRP Holdings, Inc. | 03/29/2020 | 884 | (11 | ) | 03/29/2020 | 884 | (11 | ) | 03/29/2020 | 884 | (11 | ) | 03/29/2020 | 884 | (11 | ) | ||||||||||||||||||||||||||||||||
| Chase Industries, Inc. | 05/11/2020 | 6,400 | (208 | ) | 05/11/2020 | 6,400 | (208 | ) | 05/11/2020 | 6,400 | (208 | ) | 05/11/2020 | 6,400 | (208 | ) | ||||||||||||||||||||||||||||||||
| Hygiena Borrower LLC | 06/29/2020 | 874 | (15 | ) | 06/29/2020 | 874 | (15 | ) | 06/29/2020 | 883 | (15 | ) | 06/29/2020 | 874 | (15 | ) | ||||||||||||||||||||||||||||||||
| Genesis Acquisition Co. | 07/31/2020 | 2,666 | (74 | ) | 07/31/2020 | 2,666 | (74 | ) | 07/31/2020 | 2,700 | (74 | ) | 07/31/2020 | 2,666 | (74 | ) | ||||||||||||||||||||||||||||||||
| Total 2nd Lien/Senior Secured Debt | 17,224 | (372 | ) | 17,224 | (372 | ) | 13,939 | (339 | ) | 17,224 | (372 | ) | ||||||||||||||||||||||||||||||||||||
| Total | $ | 203,424 | $ | (2,197 | ) | $ | 115,900 | $ | (2,255 | ) | $ | 106,965 | $ | (2,128 | ) | $ | 115,900 | $ | (2,255 | ) | ||||||||||||||||||||||||||||
| (1) | Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. |
| (2) |
|
| (3) | Unfunded commitments denominated in currencies other than USD have been converted to USD using the applicable foreign currency exchange rate as of |
3536
Contingencies
In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
| 9. | MEMBERS’ CAPITAL |
Capital Drawdowns
The following table summarizes the total Units issued and proceeds related to capital drawdowns for the threesix months ended March 31,June 30, 2019:
| Unit Issue Date | Units Issued | Proceeds | Units Issued | Proceeds Received | ||||||||||||
| February 22, 2019 | 689,032 | $ | 65,846 | 689,032 | $ | 65,846 | ||||||||||
| March 28, 2019 | 455,946 | 43,897 | 455,946 | 43,897 | ||||||||||||
| April 29, 2019 | 234,200 | 21,949 | ||||||||||||||
| May 30, 2019 | 232,747 | 21,948 | ||||||||||||||
Total capital drawdowns | 1,144,978 | $ | 109,743 | 1,611,925 | $ | 153,640 | ||||||||||
The following table summarizes the total Units issued and proceeds related to capital drawdowns for the threesix months ended March 31,June 30, 2018:
| Unit Issue Date | Units Issued | Proceeds | Units Issued | Proceeds Received | ||||||||||||
| February 21, 2018 | 335,966 | $ | 32,923 | 335,966 | $ | 32,923 | ||||||||||
| March 28, 2018 | 222,135 | 21,949 | 222,135 | 21,949 | ||||||||||||
| April 27, 2018 | 339,498 | 32,923 | ||||||||||||||
| June 28, 2018 | 558,772 | 54,871 | ||||||||||||||
Total capital drawdowns | 558,101 | $ | 54,872 | 1,456,371 | $ | 142,666 | ||||||||||
Distributions
The following table reflects the distributions declared on the Company’s common Units for the threesix months ended March 31,June 30, 2019:
| Date Declared | Record Date | Payment Date | Amount Per Unit | |||
| February 20, 2019 | March 29, 2019 | April 26, 2019 | $2.53 | |||
| May 7, 2019 | June 28, 2019 | July 26, 2019 | $1.97 |
The following table reflects the distributions declared on the Company’s common Units for the threesix months ended March 31,June 30, 2018:
| Date Declared | Record Date | Payment Date | Amount Per Unit | |||
| February 21, 2018 | March 30, 2018 | April 25, 2018 | $2.93 | |||
| May 1, 2018 | June 29, 2018 | July 25, 2018 | $2.92 |
37
| 10. | EARNINGS PER UNIT |
The following information sets forth the computation of basic and diluted earnings per unit for the three and six months ended March 31,June 30, 2019 and 2018:
| For the Three Months Ended | ||||||||
| March 31, 2019 | March 31, 2018 | |||||||
| Numerator for basic and diluted earnings per unit - increase in Members’ Capital resulting from operations | $ | 12,563 | $ | 15,247 | ||||
| Denominator for basic and diluted earnings per unit - the weighted average Units outstanding | 8,826,360 | 5,178,886 | ||||||
| Basic and diluted earnings (loss) per unit | $ | 1.42 | $ | 2.94 | ||||
36
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||
| Numerator for basic and diluted earnings per unit—increase in Members’ Capital resulting from operations | $ | 11,481 | $ | 13,736 | $ | 24,044 | $ | 28,983 | ||||||||
| Denominator for basic and diluted earnings per unit—the weighted average Units outstanding | 9,904,133 | 5,842,449 | 9,368,224 | 5,512,501 | ||||||||||||
| Basic and diluted earnings (loss) per unit | $ | 1.16 | $ | 2.35 | $ | 2.57 | $ | 5.26 | ||||||||
Diluted earnings per unit equal basic earnings per unit because there were no common unit equivalents outstanding during the period presented.
| 11. | FINANCIAL HIGHLIGHTS |
Below is the schedule of financial highlights of the Company for the threesix months ended March 31,June 30, 2019 and 2018:
| For the Three Months Ended | ||||||||||||||||
| March 31, 2019 | March 31, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | |||||||||||||
| Per Unit Data:(1) | Per Unit Data:(1) |
| Per Unit Data:(1) |
| ||||||||||||
| NAV, beginning of period | $ | 94.83 | $ | 97.05 | $ | 94.83 | $ | 97.05 | ||||||||
| Net investment income | 2.51 | 2.63 | 5.12 | 5.31 | ||||||||||||
| Net realized and unrealized gains (losses) | (1.08) | (2) | 0.36 | (2) | ||||||||||||
| Net realized and unrealized gains (losses)(2) | (2.53 | ) | (0.11 | ) | ||||||||||||
| Income tax provision, realized and unrealized gains | (0.01) | (0.13) | (0.03 | ) | (0.12 | ) | ||||||||||
|
|
|
| |||||||||||||
| Net increase (decrease) in net assets resulting from operations | 1.42 | 2.86 | (2) | |||||||||||||
| Net increase (decrease) in net assets resulting from operations(2) | 2.56 | 5.08 | ||||||||||||||
|
|
|
| |||||||||||||
| Distributions declared from net investment income(3) | (2.53) | (2.93) | ||||||||||||||
| Distributions declared:(3) | ||||||||||||||||
| From net investment income | (4.50 | ) | (5.85 | ) | ||||||||||||
|
|
|
| |||||||||||||
| Total increase (decrease) in net assets | (1.11) | (0.07) | (1.94 | ) | (0.77 | ) | ||||||||||
|
|
|
| |||||||||||||
| NAV, end of period | $ | 93.72 | $ | 96.98 | $ | 92.89 | $ | 96.28 | ||||||||
|
|
|
| |||||||||||||
| Units outstanding, end of period | 9,660,149 | 5,581,529 | 10,127,096 | 6,479,799 | ||||||||||||
| Weighted average units outstanding | 8,826,360 | 5,178,886 | 9,368,224 | 5,512,501 | ||||||||||||
| Total return based on NAV(4) | 1.50% | 2.95% | 2.70% | 5.23% | ||||||||||||
| Ratio/Supplemental Data (all amounts in thousands except ratios): | ||||||||||||||||
| Members’ Capital, end of period | $ | 905,325 | $ | 541,270 | $ | 940,703 | $ | 623,872 | ||||||||
| Ratio of net expenses to average Members’ Capital(5) | 6.73% | 7.42% | 6.60% | 7.86% | ||||||||||||
| Ratio of expenses (without incentive fees and interest and other debt expenses) to average Members’ Capital(5) | 1.96% | 2.13% | ||||||||||||||
| Ratio of expenses (without incentive fees and interest and other debt expenses) to Members’ Capital(5) | 1.96% | 2.15% | ||||||||||||||
| Ratio of interest and other debt expenses to average Members’ Capital(5) | 4.48% | 4.74% | 4.11% | 4.73% | ||||||||||||
| Ratio of incentive fees to average Members’ Capital(5) | 0.29% | 0.55% | 0.53% | 0.98% | ||||||||||||
| Ratio of total expenses to average Members’ Capital(5) | 6.73% | 7.42% | 6.60% | 7.86% | ||||||||||||
| Ratio of net investment income to average Members’ Capital(5) | 11.68% | 12.89% | ||||||||||||||
| Ratio of net investment income (loss) to average Members’ Capital(5) | 11.59% | 12.17% | ||||||||||||||
| Average debt outstanding | $ | 587,055 | $ | 412,850 | $ | 566,293 | $ | 420,729 | ||||||||
| Average debt per unit(6) | $ | 66.51 | $ | 79.72 | $ | 60.45 | $ | 76.32 | ||||||||
| Portfolio turnover | 4% | 6% | 14% | 10% | ||||||||||||
| (1) | The per unit data was derived by using the weighted average units outstanding during the applicable period. |
| (2) |
|
| (3) | The per unit data for distributions declared reflects the actual amount of distributions declared per unit for the applicable period. |
| (4) | Total return based on NAV is calculated as the change in NAV per unit during the period plus dividends declared per unit, divided by the beginning NAV per unit. |
| (5) | Annualized, except for, as applicable, unvested Incentive Fees and certain operating expenses. |
| (6) | Average debt per unit is calculated as average debt outstanding divided by the weighted average units outstanding during the applicable period. |
38
| 12. | SUBSEQUENT EVENTS |
Subsequent events after the Consolidated Statements of Financial Condition date have been evaluated through the date the unaudited consolidated financial statements were available to be issued. Other than the items discussed below, the Company has concluded that there is no impact requiring adjustment or disclosure in the consolidated financial statements.
On April 22, 2019, the Company delivered a capital drawdown notice to its investors relating to the sale of 234,200 common Units for an aggregate offering price of approximately $21,949. The common Units were issued on April 29, 2019.
On May 7,July 30, 2019, the Board of Directors declared a distribution equal to an amount up to the Company’s taxable earnings per unit, including net investment income (if positive) for the period AprilJuly 1, 2019 through JuneSeptember 30, 2019, payable on or about July 26,October 25, 2019 to Unitholders of record as of June 28,September 30, 2019.
3739
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to “we,” “us,” “our,” and the “Company,” mean Goldman Sachs Private Middle Market Credit LLC, unless otherwise specified. The terms “GSAM,” our “Adviser” or our “Investment Adviser” refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term “Group Inc.” refers to The Goldman Sachs Group, Inc. The term “Goldman Sachs” refers to Group Inc., together with Goldman Sachs & Co. LLC (including its predecessors, “GS & Co.”), GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. Please see “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this report.
OVERVIEW
We are a specialty finance company focused on lending to middle-market companies. We are aclosed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated, and expect to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2016. From our commencement of investment operations on July 1, 2016 through March 31,June 30, 2019, we have originated $2.02$2.09 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
“Unitranche” loans are first lien loans that may extend deeper in a company’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in the unitranche loan. In a number of instances, we may find another lender to provide the “first out” portion of such loan and retain the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder over the “last out” portion that we would continue to hold. In exchange for the greater risk of loss, the “last out” portion generally earns a higher interest rate than our “first out” portion. We use the term “mezzanine” to refer to debt that ranks senior only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. We may make multiple investments in the same portfolio company. We expect to invest, under normal circumstances, at least 80% of our net assets (plus any borrowings for investment purposes), directly or indirectly in private middle-market credit obligations and related instruments. We define “credit obligations and related instruments” for this purpose as any fixed-income instrument, including loans to, and bonds and preferred stock of, portfolio companies and other instruments that provide exposure to such fixed-income instruments. “Middle market” is used to refer to companies with between $5 million and $125 million of annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) excludingcertain one-time and non-recurring items that are outside the operations of these companies. While, as a result of fluctuations in the net asset value (“NAV”) of one asset relative to another asset, private middle-market credit obligations and related instruments may represent less than 80% of our net assets (plus any borrowings for investment purposes) at any time, we may not invest, under normal circumstances, more than 20% of our net assets (plus any borrowings for investment purposes) in securities and other instruments that are not private middle-market credit obligations and related instruments. To the extent we determine to invest indirectly in private middle-market credit obligations and related instruments, we may invest through certain synthetic instruments, including derivatives that have similar economic characteristics to private middle-market credit obligations. For purposes of determining compliance with our 80% policy, each applicable derivative instrument will be valued based upon its market value. We will notify our Unitholders at least 60 days prior to any change to the 80% investment policy described above.
We expect to directly or indirectly invest at least 70% of our total assets in middle-market companies domiciled in the United States. However, we may from time to time invest opportunistically in large U.S. companies,non-U.S. companies, stressed or distressed debt, structured products, private equity or other opportunities, subject to limits imposed by the Investment Company Act.
While our investment program is expected to focus primarily on debt investments, our investments may include equity features, such as a direct investment in the equity or convertible securities of a portfolio company or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with debt securities will generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.
For a discussion of the competitive landscape we face, please see “Item 1A. Risk Factors—We operate in a highly competitive market for investment opportunities” and “Item 1. Business—Competitive Advantages” in our annual report on Form10-K for the year ended December 31, 2018.
3840
KEY COMPONENTS OF OPERATIONS
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the Investment Company Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
Revenues
We generate revenue in the form of interest income on debt investments and, to a lesser extent, capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments orpayment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other client accounts managed by our Investment Adviser (including Goldman SachsGS BDC, Inc. (“GS BDC”), Goldman Sachs Middle Market Lending Corp. (“GS MMLC”)MMLC and Goldman Sachs Private Middle Market Credit II (“GS PMMC II”),II, collectively with other client accounts managed by our Investment Adviser, the “Accounts”), which other Accounts could receive their allocable portion of such fee. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on theex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.
Expenses
Our primary operating expenses include the payment of the management fee (the “Management Fee”) and the incentive fee (the “Incentive Fee”) to the Investment Adviser, legal and professional fees, interest and other debt expenses and other operating and overhead related expenses. The Management Fee and Incentive Fee compensate our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. Pursuant to an investment advisory agreement with the Investment Adviser (the “Investment Advisory Agreement”), Company expenses borne by us in the ordinary course on an annual basis (excluding Management Fees, Incentive Fees, organizational andstart-up expenses and leverage-related expenses) will not exceed an amount equal to 0.5% of the aggregate amount of commitments to us by holders of common units of our limited liability company interests (“Units”); provided, however, that expenses incurred outside of the ordinary course, including litigation and similar expenses, are not subject to such cap. We bear all other costs and expenses of our operations and transactions in accordance with our Investment Advisory Agreement and administration agreement (the “Administration Agreement”), including those relating to:
our operational and organizational expenses;
fees and expenses, including travel expenses, incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;
interest, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;
fees and expenses incurred by us in connection with membership in investment company organizations;
brokers’ commissions;
fees and expenses associated with calculating our net asset value (“NAV”) (including the costs and expenses of any independent valuation firm);
41
legal, auditing or accounting expenses;
39
taxes or governmental fees;
the fees and expenses of our administrator, transfer agent, orsub-transfer agent;
the cost of preparing unit certificates or any other expenses, including clerical expenses of issue or repurchase of our Units;
the expenses of and fees for registering or qualifying our Units for sale and of maintaining our registration or qualifying and registering us as a broker or a dealer;
the fees and expenses of our directors who are not affiliated with our Investment Adviser;
the cost of preparing and distributing reports, proxy statements and notices to our Unitholders, the SEC and other regulatory authorities;
costs of holding Unitholder meetings;
the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;
insurance premiums; and
costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.
Our Investment Adviser will not be required to pay expenses of activities which are primarily intended to result in sales of Units.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
Leverage
The revolving credit facility with JPMorgan Chase Bank, National Association (the “JPM Revolving Credit Facility”) and the revolving credit facility with Bank of America, N.A. (the “BoA Revolving Credit Facility” and together with the JPM Revolving Credit Facility the “Revolving Credit Facilities”) allowallows us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our Unitholders. The use of leverage involves significant risks. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, equals at least 200% after such borrowing (or 150% if certain requirements are met). As of March 31,June 30, 2019 and December 31, 2018, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which, as of December 31, 2018, also includes the Revolving Credit Facilities) was 259%269% and 239%, respectively. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs to 150%, subject to certain approval and disclosure requirements and, in the case of BDCs without common equity listed on a national securities exchange, such as the Company, an offer to repurchase shares held by the BDC’s stockholders as of the date the requisite approval is obtained. As a result, BDCs are able to increase their leverage capacity if shareholders approve a proposal to do so. If a BDC receives shareholder approval, it would be allowed to increase its leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of the directors who are not “interested persons,” as defined in the Investment Company Act, of the BDC to approve an increase in its leverage capacity, and such approval would become effective after one year. Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. In accordance with applicable SEC staff guidance and interpretations, when we engage in such transactions, instead of maintaining an asset coverage ratio of at least 200% (or 150% if the above referenced requirements are met), we may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to our exposure, on amark-to-market basis, to such transactions (as calculated pursuant to requirements of the SEC). Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement, and we will not otherwise segregate or earmark liquid assets or enter into offsetting positions for such transactions. The amount of leverage that we employ will depend on our Investment Adviser’s and our board of directors’ (the “Board of Directors” or the “Board”) assessment of market conditions and other factors at the time of any proposed borrowing.
4042
PORTFOLIO AND INVESTMENT ACTIVITY
As of March 31,June 30, 2019 and December 31, 2018, our portfolio (excluding our investment in a money market fund managed by an affiliate of Group Inc. of $11.50$32.36 million and $0.00 million, respectively) consisted of the following:
| As of | As of | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Fair Value | Percentage of Total Portfolio at Fair Value | Amortized Cost | Fair Value | Percentage of Total Portfolio at Fair Value | Amortized Cost | Fair Value | Percentage of Total Portfolio at Fair Value | Amortized Cost | Fair Value | Percentage of Total Portfolio at Fair Value | |||||||||||||||||||||||||||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | |||||||||||||||||||||||||||||||||||||||||||||
| First Lien/Senior Secured Debt | $ | 833.41 | $ | 830.56 | 56.4 | % | $ | 743.10 | $ | 741.44 | 53.0 | % | $ | 883.96 | $ | 881.86 | 59.3 | % | $ | 743.10 | $ | 741.44 | 53.0 | % | ||||||||||||||||||||||||
| FirstLien/Last-Out Unitranche | 169.51 | 167.14 | 11.4 | 165.26 | 163.25 | 11.7 | 120.92 | 120.37 | 8.1 | 165.26 | 163.25 | 11.7 | ||||||||||||||||||||||||||||||||||||
| Second Lien/Senior Secured Debt | 461.10 | 443.63 | 30.2 | 473.20 | 466.79 | 33.3 | 459.15 | 446.57 | 30.1 | 473.20 | 466.79 | 33.3 | ||||||||||||||||||||||||||||||||||||
| Unsecured Debt | 4.31 | 4.30 | 0.3 | 4.31 | 4.30 | 0.3 | 4.31 | 4.31 | 0.3 | 4.31 | 4.30 | 0.3 | ||||||||||||||||||||||||||||||||||||
| Preferred Stock | 10.20 | 12.80 | 0.9 | 10.20 | 12.16 | 0.9 | 15.21 | 16.58 | 1.1 | 10.20 | 12.16 | 0.9 | ||||||||||||||||||||||||||||||||||||
| Common Stock | 11.86 | 12.50 | 0.8 | 11.86 | 11.29 | 0.8 | 13.10 | 16.00 | 1.1 | 11.86 | 11.29 | 0.8 | ||||||||||||||||||||||||||||||||||||
| Warrants | 0.10 | 0.14 | 0.0 | 0.10 | 0.13 | 0.0 | 0.10 | 0.09 | 0.0 | 0.10 | 0.13 | 0.0 | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||
Total Investments | $ | 1,490.49 | $ | 1,471.07 | 100.0 | % | $ | 1,408.03 | $ | 1,399.36 | 100.0 | % | $ | 1,496.75 | $ | 1,485.78 | 100.0 | % | $ | 1,408.03 | $ | 1,399.36 | 100.0 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||
As of March 31,June 30, 2019 and December 31, 2018, the weighted average yield of our portfolio by asset type (excluding our investment in a money market fund managed by an affiliate of Group Inc.), at amortized cost and fair value, was as follows:
| As of | As of | |||||||||||||||||||||||||||||||
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||||||||||||||
| Weighted Average Yield(1) | ||||||||||||||||||||||||||||||||
| First Lien/Senior Secured Debt(2) | 9.7 | % | 9.8 | % | 10.0 | % | 10.0 | % | 9.4 | % | 9.4 | % | 10.0 | % | 10.0 | % | ||||||||||||||||
| FirstLien/Last-Out Unitranche(2)(3) | 11.1 | % | 11.7 | % | 11.3 | % | 11.8 | % | 10.5 | 10.6 | 11.3 | 11.8 | ||||||||||||||||||||
| Second Lien/Senior Secured Debt(2) | 10.8 | % | 11.4 | % | 11.2 | % | 11.6 | % | 11.0 | 11.5 | 11.2 | 11.6 | ||||||||||||||||||||
| Unsecured Debt(2) | 13.6 | % | 13.7 | % | 13.6 | % | 13.8 | % | 13.6 | 13.6 | 13.6 | 13.8 | ||||||||||||||||||||
| Preferred Stock(4) | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||
| Common Stock(4) | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||
| Warrants(4) | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||
| Total Portfolio | 10.1 | % | 10.3 | % | 10.4 | % | 10.6 | % | 9.8 | % | 9.9 | % | 10.4 | % | 10.6 | % | ||||||||||||||||
| (1) | The weighted average yield of our portfolio does not represent the total return to our Unitholders. |
| (2) | Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments onnon-accrual andnon-income producing investments) at amortized cost or fair value, respectively. |
| (3) | The calculation includes incremental yield earned on the“last-out” portion of the unitranche loan investments. |
| (4) | Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments onnon-accrual andnon-income producing investments) at amortized cost or fair value, respectively. |
As of June 30, 2019, the total portfolio weighted average yield at amortized cost and fair value was 9.8% and 9.9%, respectively, which decreased from 10.4% and 10.6%, respectively, as of December 31, 2018. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield at amortized cost and fair value was primarily driven by the restructure of one investment.
The following table presents certain selected information regarding our investment portfolio (excluding our investment in a money market fund managed by an affiliate of Group Inc.) as of March 31,June 30, 2019 and December 31, 2018:
| As of | As of | |||||||||||||||
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||
| Number of portfolio companies | 65 | 59 | 64 | 59 | ||||||||||||
| Percentage of performing debt bearing a floating rate(1) | 98.8% | 98.7% | 98.8% | 98.7% | ||||||||||||
| Percentage of performing debt bearing a fixed rate(1)(2) | 1.2% | 1.3% | 1.2% | 1.3% | ||||||||||||
| Weighted average leverage (net debt/EBITDA)(3) | 5.8x | 5.7x | 5.9x | 5.7x | ||||||||||||
| Weighted average interest coverage(3) | 2.1x | 2.0x | 2.1x | 2.0x | ||||||||||||
| Median EBITDA | $ | 36.0 million | $ | 40.3 million | $ | 40.19 million | $ | 40.3 million | ||||||||
| (1) | Measured on a fair value basis. Excludes investments, if any, placed onnon-accrual. |
4143
| (2) | Includes income producing preferred stock investments, if applicable. |
| (3) | For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. |
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company, and compare that amount to EBITDA (“interest coverage ratio”). We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. |
Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue. |
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. |
As of March 31, 2019 and December 31, 2018, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 27.1%
As of June 30, 2019 and December 31, 2018, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 22.9% and 28.9%, respectively, of total debt investments at fair value. Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the respective reported end date. Portfolio company statistics have not been independently verified by us and may reflect a normalized or adjusted amount. |
Floating rates are primarily London InterBank Offered Rate (“LIBOR”)LIBOR plus a spread.
Our Investment Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if it is meeting its respective business plan and to assess the appropriate course of action for each company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;
periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
comparisons to our other portfolio companies in the industry, if any;
attendance at and participation in board meetings or presentations by portfolio companies; and
review of monthly and quarterly financial statements and financial projections of portfolio companies.
As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system is as follows:
investments with a grade of 1 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;
investments with a grade of 2 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;
44
investments with a grade of 3 indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance andnon-compliance with debt covenants; however, payments are generally not more than 120 days past due; and
��
investments with a grade of 4 indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.
42
Our Investment Adviser grades the investments in our portfolio at least each quarter and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments with a grade of 3 or 4, the Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding our investment in a money market fund managed by an affiliate of Group Inc.) on the 1 to 4 grading scale as of March 31,June 30, 2019 and December 31, 2018:
| As of | As of | |||||||||||||||||||||||||||||||
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||
Investment Performance Rating | Fair Value | Percentage of Total Portfolio at Fair Value | Fair Value | Percentage of Total Portfolio at Fair Value | Fair Value | Percentage of Total Portfolio at Fair Value | Fair Value | Percentage of Total Portfolio at Fair Value | ||||||||||||||||||||||||
(in millions) | (in millions) | (in millions) | (in millions) | |||||||||||||||||||||||||||||
| Grade 1 | $ | 55.56 | 3.8 | % | $ | – | – | % | $ | – | – | % | $ | – | – | % | ||||||||||||||||
| Grade 2 | 1,391.44 | 94.6 | 1,364.89 | 97.5 | 1,460.67 | 98.3 | 1,364.89 | 97.5 | ||||||||||||||||||||||||
| Grade 3 | 22.69 | 1.5 | 34.47 | 2.5 | 25.11 | 1.7 | 34.47 | 2.5 | ||||||||||||||||||||||||
| Grade 4 | 1.38 | 0.1 | – | – | – | – | – | – | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total Investments | $ | 1,471.07 | 100.0 | % | $ | 1,399.36 | 100.0 | % | $ | 1,485.78 | 100.0 | % | $ | 1,399.36 | 100.0 | % | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
The increase in investments with a grade 1 investment performance rating as of March 31, 2019 compared to December 31, 2018 was driven by one portfolio company with an aggregatethe fair value of $55.56 million being upgraded due to a potential exit. The increase in investments with a grade 2 investment performance rating as of March 31,June 30, 2019 compared to December 31, 2018 was primarily driven by an increase in net investment activity. The decrease in investments with a grade 3 investment performance rating as of March 31,June 30, 2019 compared to December 31, 2018 was driven by one investmenttwo investments with a fair value of $1.38$15.71 million being downgradedupgraded to grade 4 investment performance rating2 due to its placement on non-accrual,restructurings, partially offset by one investment with a fair value of $0.42 million$24.16 being downgraded to grade 3 investment performance rating due to financial underperformance. The increase in investments with a grade 4 investment performance rating as of March 31, 2019 compared to December 31, 2018 was driven by one investment with a fair value of $1.38 million being placed on non-accrual status due to financial underperformance.
The following table shows the amortized cost of our performing andnon-accrual investments (excluding our investment in a money market fund managed by an affiliate of Group Inc.) as of March 31,June 30, 2019 and December 31, 2018:
| As of | As of | |||||||||||||||||||||||||||||||
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||||||||
| Amortized Cost | Percentage of Total Portfolio at Amortized Cost | Amortized Cost | Percentage of Total Portfolio at Amortized Cost | Amortized Cost | Percentage of Total Portfolio at Amortized Cost | Amortized Cost | Percentage of Total Portfolio at Amortized Cost | |||||||||||||||||||||||||
(in millions) | (in millions) | (in millions) | (in millions) | |||||||||||||||||||||||||||||
| Performing | $ | 1,476.92 | 99.1 | % | $ | 1,408.03 | 100.0 | % | $ | 1,496.75 | 100.0 | % | $ | 1,408.03 | 100.0 | % | ||||||||||||||||
| Non-accrual | 13.57 | 0.9 | – | – | – | – | – | – | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total Investments | $ | 1,490.49 | 100.0 | % | $ | 1,408.03 | 100.0 | % | $ | 1,496.75 | 100.0 | % | $ | 1,408.03 | 100.0 | % | ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Investments are placed onnon-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed onnon-accrual status. Interest or dividend payments received onnon-accrual investments may be recognized as income or applied to principal depending upon management’s judgment.Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
4345
The following table shows our investment activity for the three months ended March 31,June 30, 2019 and 2018 by investment type:
| For the Three Months Ended | For the Three Months Ended | |||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||
| ($ in millions) | ($ in millions) | |||||||||||||||
| New investments committed at cost: | ||||||||||||||||
| Gross originations | $ | 222.48 | $ | 161.37 | $ | 67.70 | $ | 200.46 | ||||||||
| Less: Syndications(1) | – | – | – | – | ||||||||||||
|
|
|
| |||||||||||||
| Net amount of new investments committed at cost: | $ | 222.48 | $ | 161.37 | $ | 67.70 | $ | 200.46 | ||||||||
| Amount of investments committed at cost(2): | ||||||||||||||||
| First Lien/Senior Secured Debt | $ | 195.77 | $ | 28.74 | $ | 57.46 | $ | 127.43 | ||||||||
| FirstLien/Last-Out Unitranche | – | 80.59 | 2.15 | 8.74 | ||||||||||||
| Second Lien/Senior Secured Debt | 26.71 | 50.14 | 8.09 | 56.14 | ||||||||||||
| Unsecured Debt | – | – | – | – | ||||||||||||
| Preferred Stock | – | – | – | 4.80 | ||||||||||||
| Common Stock | – | 1.90 | – | 3.35 | ||||||||||||
| Warrants | – | – | – | – | ||||||||||||
|
|
|
| |||||||||||||
Total | $ | 222.48 | $ | 161.37 | $ | 67.70 | $ | 200.46 | ||||||||
|
|
|
| |||||||||||||
| Proceeds from investments sold or repaid(9): | ||||||||||||||||
| First Lien/Senior Secured Debt | $ | 10.89 | $ | 4.55 | $ | 92.36 | $ | 25.77 | ||||||||
| FirstLien/Last-Out Unitranche | 0.14 | 29.20 | 34.64 | 0.14 | ||||||||||||
| Second Lien/Senior Secured Debt | 39.58 | 15.39 | 0.10 | 15.00 | ||||||||||||
| Unsecured Debt | – | – | – | – | ||||||||||||
| Preferred Stock | – | – | 1.75 | – | ||||||||||||
| Common Stock | – | 3.22 | – | – | ||||||||||||
| Warrants | – | – | – | – | ||||||||||||
|
|
|
| |||||||||||||
Total | $ | 50.61 | $ | 52.36 | $ | 128.85 | $ | 40.91 | ||||||||
|
|
|
| |||||||||||||
Net increase (decrease) in portfolio | $ | 171.87 | $ | 109.01 | $ | (61.15 | ) | $ | 159.55 | |||||||
|
|
|
| |||||||||||||
| Number of new portfolio companies with new investment commitments(3) | 7 | 5 | 2 | 9 | ||||||||||||
| Total new investment commitment amount in new portfolio companies(3) | $ | 183.46 | $ | 50.77 | $ | 31.90 | $ | 184.51 | ||||||||
| Average new investment commitment amount in new portfolio companies(3) | $ | 26.21 | $ | 10.15 | $ | 15.95 | $ | 20.50 | ||||||||
| Number of existing portfolio companies with new investment commitments(3) | 5 | 7 | 7 | 2 | ||||||||||||
| Total new investment commitment amount in existing portfolio companies(3) | $ | 39.02 | $ | 110.60 | $ | 35.80 | $ | 15.95 | ||||||||
| Weighted average remaining term for new investment commitments (in years)(3)(4) | 5.8 | 5.5 | 5.3 | 5.7 | ||||||||||||
| Percentage of new debt investment commitments at floating interest rates(3)(10) | 100.0% | 99.4% | 100.0% | 100.0% | ||||||||||||
| Percentage of new debt investment commitments at fixed interest rates(3)(10) | 0.0% | 0.6% | 0.0% | 0.0% | ||||||||||||
| Weighted average yield on new debt and income producing investment commitments(2)(3)(5) | 8.9% | 10.4% | 9.0% | 9.8% | ||||||||||||
| Weighted average yield on new investment commitments(2)(3)(6) | 8.9% | 10.3% | 9.0% | 9.4% | ||||||||||||
| Weighted average yield on debt and income producing investments sold or paid down(7)(9) | 11.4% | 9.9% | 10.2% | 10.2% | ||||||||||||
| Weighted average yield on investments sold or paid down(8)(9) | 11.4% | 9.3% | 10.0% | 10.2% | ||||||||||||
| (1) | Only includes syndications, if any, that occurred at the initial close of the investment. |
| (2) | Net of capitalized fees, expenses and original issue discount (“OID”) that occurred at the initial close of the investment. |
| (3) | May include positions originated during the period but not held at the reporting date. |
| (4) | Calculated as of the end of the relevant period and the maturity date of the individual investments. |
| (5) | Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the“last-out” portion of the unitranche loan investments and excludes investments that arenon-accrual. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred. |
| (6) | Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments onnon-accrual andnon-income producing investments). The calculation includes incremental yield earned on the“last-out” portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred. |
| (7) | Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the“last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that arenon-accrual. |
| (8) | Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments onnon-accrual andnon-income producing investments). The calculation includes incremental yield earned on the“last-out” portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments. |
| (9) | Excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration. |
| (10) | Computed based on amount of investments committed at cost. |
4446
RESULTS OF OPERATIONS
Our operating results for the three and six months ended March 31,June 30, 2019 and 2018 were as follows:
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ||||||||||||||||||||||
| Total investment income | $ | 37.73 | $ | 25.14 | $ | 41.47 | $ | 27.84 | $ | 79.20 | $ | 52.97 | ||||||||||||
| Net expenses | (15.62 | ) | (11.50 | ) | (15.60 | ) | (12.23 | ) | (31.22 | ) | (23.73 | ) | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net investment income | 22.11 | 13.64 | ||||||||||||||||||||||
Net investment income before taxes | 25.87 | 15.61 | 47.98 | 29.24 | ||||||||||||||||||||
| Excise tax expense | (0.04 | ) | – | (0.04 | ) | – | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net investment income after taxes | 25.83 | 15.61 | 47.94 | 29.24 | ||||||||||||||||||||
| Net realized gain (loss) on investments | – | 2.32 | (21.83 | ) | – | (21.84 | ) | 2.32 | ||||||||||||||||
| Net realized gain (loss) on foreign currency transactions | 0.01 | – | 0.03 | – | 0.04 | – | ||||||||||||||||||
| Net unrealized appreciation (depreciation) on investments | (10.76 | ) | (0.04 | ) | 8.46 | (1.87 | ) | (2.30 | ) | (1.91 | ) | |||||||||||||
| Net unrealized appreciation (depreciation) on foreign currency forward contracts and translations | 1.31 | – | (0.83 | ) | – | 0.49 | – | |||||||||||||||||
| Income tax provision, realized and unrealized gain | (0.11 | ) | (0.67 | ) | (0.18 | ) | – | (0.29 | ) | (0.67 | ) | |||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net increase (decrease) in Members’ Capital resulting from operations | $ | 12.56 | $ | 15.25 | $ | 11.48 | $ | 13.74 | $ | 24.04 | $ | 28.98 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net increase in Members’ Capital resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. As a result, comparisons may not be meaningful.
Investment Income
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ||||||||||||||||||||||
| Interest | $ | 37.15 | $ | 24.77 | $ | 40.69 | $ | 27.46 | $ | 77.84 | $ | 52.23 | ||||||||||||
| Dividend income | 0.09 | 0.04 | 0.16 | 0.05 | 0.25 | 0.09 | ||||||||||||||||||
| Other income | 0.49 | 0.33 | 0.62 | 0.33 | 1.11 | 0.65 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total investment income | $ | 37.73 | $ | 25.14 | $ | 41.47 | $ | 27.84 | $ | 79.20 | $ | 52.97 | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Interest
Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $24.77$27.46 million for the three months ended March 31,June 30, 2018 to $37.15$40.69 million for the three months ended March 31,June 30, 2019, primarily due to an increase in the size of our portfolio. The amortized cost of the portfolio increased from $965.07$1,044.80 million as of March 31,June 30, 2018 to $1,490.49$1,496.75 million as of March 31,June 30, 2019. Included in interest for the three months ended March 31,June 30, 2019 and 2018 is $0.08$1.61 million and $0.74$0.39 million, respectively, in prepayment premiums and $0.58$1.96 million and $0.74$0.68 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.
Interest from investments, which includes prepayment premiums and accelerated accretion of upfront loan origination fees and unamortized discounts, increased from $52.23 million for the six months ended June 30, 2018 to $77.84 million for the six months ended June 30, 2019, primarily due to an increase in the size of our portfolio. The amortized cost of the portfolio increased from $1,044.80 million as of June 30, 2018 to $1,496.75 million as of June 30, 2019. Included in interest for the six months ended June 30, 2019 and 2018 is $1.69 million and $1.13 million, respectively, in prepayment premiums and $2.55 million and $1.42 million, respectively, in accelerated accretion of upfront loan origination fees and unamortized discounts.
47
Dividend and other income
Dividend and other income for the three and six months ended March 31, 2018June 30, 2019 remained relatively consistent as compared to the three and six months ended March 31, 2019.June 30, 2018.
Expenses
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ||||||||||||||||||||||
| Interest and other debt expenses | $ | 9.18 | $ | 5.87 | $ | 8.70 | $ | 6.64 | $ | 17.88 | $ | 12.51 | ||||||||||||
| Management fees | 3.22 | 1.94 | 3.47 | 2.19 | 6.69 | 4.13 | ||||||||||||||||||
| Incentive fees | 2.40 | 2.74 | 2.26 | 2.50 | 4.66 | 5.24 | ||||||||||||||||||
| Professional fees | 0.32 | 0.51 | 0.46 | 0.41 | 0.78 | 0.93 | ||||||||||||||||||
| Administration, custodian and transfer agent fees | 0.30 | 0.21 | 0.33 | 0.23 | 0.63 | 0.44 | ||||||||||||||||||
| Directors’ fees | 0.09 | 0.08 | 0.09 | 0.09 | 0.18 | 0.17 | ||||||||||||||||||
| Other expenses | 0.11 | 0.15 | 0.29 | 0.17 | 0.40 | 0.31 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net expenses | $ | 15.62 | $ | 11.50 | ||||||||||||||||||||
Total expenses | $ | 15.60 | $ | 12.23 | $ | 31.22 | $ | 23.73 | ||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Interest and other debt expenses
Interest and other debt expense increased from $5.87$6.64 million for the three months ended March 31,June 30, 2018 to $9.18$8.70 million for the three months ended March 31,June 30, 2019. This was primarily due to an increase in the average aggregate daily borrowings from $412.85$428.52 million to $587.05$545.76 million, which was driven by an increase in the size of our portfolio.
Interest and other debt expense increased from $12.51 million for the six months ended June 30, 2018 to $17.88 million for the six months ended June 30, 2019. This was primarily due to an increase in the average aggregate daily borrowings from $420.73 million to $566.29 million, which was driven by an increase in the size of our portfolio.
45
Management Fees and Incentive Fees
Management Fees increased from $1.94$2.19 million for the three months ended March 31,June 30, 2018 to $3.22$3.47 million for the three months ended March 31,June 30, 2019 as a result of an increase in the size of our portfolio, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. The accrual for Incentive Fees decreased from $2.74$2.50 million for the three months ended March 31,June 30, 2018 to $2.40$2.26 million for the three months ended March 31,June 30, 2019 as a result of a net decrease in total results from operations.
Management Fees increased from $4.13 million for the six months ended June 30, 2018 to $6.69 million for the six months ended June 30, 2019 as a result of an increase in the size of our portfolio, excluding cash and investments in a money market fund managed by an affiliate of Group Inc. The accrual for Incentive Fees decreased from $5.24 million for the six months ended June 30, 2018 to $4.66 million for the six months ended June 30, 2019 as a result of a net decrease in total results from operations.
Professional fees and other general and administrative expenses
Professional fees and other general and administrative expenses for the three and six months ended March 31,June 30, 2019 remained relatively consistent as compared to the three and six months ended March 31,June 30, 2018.
Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments
The realized gains and losses on fully exited and partially exited portfolio companies for the three and six months ended March 31,June 30, 2019 and 2018 consisted of the following:
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| (in millions) | (in millions) | (in millions) | ||||||||||||||||||||||
| Vantage Mobility International, LLC | $ | (10.24 | ) | $ | – | $ | (10.24 | ) | $ | – | ||||||||||||||
| Country Fresh Holding Company Inc. | (12.34 | ) | – | (12.34 | ) | – | ||||||||||||||||||
| MyON Holdings, LLC | $ | – | $ | 2.32 | – | – | – | 2.32 | ||||||||||||||||
| Other, net | – | (1) | – | 0.75 | – | 0.74 | – | |||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net realized gain (loss) | $ | – | $ | 2.32 | $ | (21.83 | ) | $ | – | $ | (21.84 | ) | $ | 2.32 | ||||||||||
|
|
|
|
|
| |||||||||||||||||||
48 For the three and six months ended June 30, 2019, net realized losses were primarily driven by our investments in two portfolio companies. In May 2019, we exchanged our firstlien/last-out unitranche debt in Vantage Mobility International, LLC for first lien/last-out unitranche debt, preferred stock and common stock, which resulted in a realized loss of $10.24 million. In addition, in April 2019, we exchanged our second lien debt in Country Fresh Holding Company Inc. for common stock, which resulted in a realized loss of $12.34 million. |
In connection with the proceeds received from the exit of our equity investment in myON, LLC, we recorded an income tax provision on realized gains of $0.67 million for the threesix months ended March 31,June 30, 2018.
Any changes in fair value are recorded in change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to “Critical Accounting Policies—Valuation of Portfolio Investments.” Net change in unrealized appreciation (depreciation) on investments for the three months ended March 31,June 30, 2019 and 2018 were as follows:
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | ||||||||||||||||||||||
| March 31, 2019 | March 31, 2018 | June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | |||||||||||||||||||
| ($ in millions) | ($ in millions) | ($ in millions) | ||||||||||||||||||||||
| Unrealized appreciation | $ | 4.83 | $ | 1.53 | $ | 20.85 | $ | 1.30 | $ | 10.48 | $ | 1.59 | ||||||||||||
| Unrealized depreciation | (15.59 | ) | (1.57 | ) | (12.39 | ) | (3.17 | ) | (12.78 | ) | (3.50 | ) | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net change in unrealized appreciation (depreciation) on investments | $ | (10.76 | ) | $ | (0.04 | ) | $ | 8.46 | $ | (1.87 | ) | $ | (2.30 | ) | $ | (1.91 | ) | |||||||
|
|
|
|
|
| |||||||||||||||||||
The change in unrealized appreciation (depreciation) on investments for the three and six months ended March 31,June 30, 2019 and 2018 consisted of the following:
| For the Three Months Ended | ||||||||||||||||
| March 31, 2019 | March 31, 2018 | For the Three Months Ended June 30, 2019 | For the Six Months Ended June 30, 2019 | |||||||||||||
| ($ in millions) | ($ in millions) | |||||||||||||||
| Portfolio Company: | ||||||||||||||||
| Country Fresh Holding Company Inc. | $ | 12.17 | $ | 2.09 | ||||||||||||
| Continuum Managed Services LLC - Class B | 1.83 | 1.83 | ||||||||||||||
| Other, net(1) | 1.74 | 0.73 | ||||||||||||||
| Vantage Mobility International, LLC | 1.31 | 0.53 | ||||||||||||||
| Fenergo Finance 3 Limited | 0.77 | 0.06 | ||||||||||||||
| Wrike, Inc. | 0.63 | 1.13 | ||||||||||||||
| DocuTAP, Inc. | 0.54 | 0.54 | ||||||||||||||
| Accuity Delivery Systems, LLC | $ | 0.58 | $ | – | 0.46 | 1.04 | ||||||||||
| Continuum Managed Services LLC - Class B | 1.23 | 0.34 | ||||||||||||||
| Country Fresh Holdings, LLC | (10.07 | ) | (0.15 | ) | ||||||||||||
| Diligent Corporation | (0.62 | ) | – | |||||||||||||
| Fenergo Finance 3 Limited | (0.71 | ) | – | |||||||||||||
| Vantage Mobility International, LLC | (0.78 | ) | (0.53 | ) | ||||||||||||
| Spectrum Plastics Group, Inc. | (0.21 | ) | (0.35 | ) | ||||||||||||
| Datacor Holdings, Inc. | (0.47 | ) | (0.49 | ) | ||||||||||||
| You Fit, LLC | 0.55 | (0.05 | ) | (0.52 | ) | 0.03 | ||||||||||
| Continuum Managed Services LLC | (0.78 | ) | 0.28 | |||||||||||||
| Empirix, Inc. | (0.82 | ) | (0.84 | ) | ||||||||||||
| Datto, Inc. | (0.91 | ) | (0.51 | ) | ||||||||||||
| Zep Inc. | (1.09 | ) | 0.07 | (7.28 | ) | (8.37 | ) | |||||||||
| Other, net(1) | 0.15 | 0.28 | ||||||||||||||
|
|
|
| |||||||||||||
Total | $ | (10.76 | ) | $ | (0.04 | ) | $ | 8.46 | $ | (2.30 | ) | |||||
|
|
|
| |||||||||||||
| (1) | For the three and six months ended |
46
Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31,June 30, 2019 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exchange of Country Fresh Holdings, LLC,Holding Company Inc., partially offset by the unrealized depreciation in Zep Inc., which was placed on non-accrual status due to financial underperformance.
49
| For the Three Months Ended June 30, 2018 | For the Six Months Ended June 30, 2018 | |||||||
| ($ in millions) | ||||||||
| Portfolio Company: | ||||||||
| Continuum Managed Services LLC - Class B | $ | 0.34 | $ | 0.34 | ||||
| Procare Software, LLC | 0.15 | 0.12 | ||||||
| Collaborative Imaging Holdco, LLC - Class B | 0.13 | – | ||||||
| Continuum Managed Services LLC - Class A | 0.11 | 0.11 | ||||||
| Datto, Inc. | 0.10 | 0.05 | ||||||
| Datacor Holdings, Inc. | (0.01 | ) | 0.10 | |||||
| SF Home Décor, LLC | (0.04 | ) | 0.23 | |||||
| Yasso, Inc. | (0.07 | ) | (0.29 | ) | ||||
| Country Fresh Holdings, LLC | (0.15 | ) | (0.29 | ) | ||||
| Other, net(1) | (0.16 | ) | (0.14 | ) | ||||
| Market Track, LLC | (0.35 | ) | (0.37 | ) | ||||
| Odyssey Logistics & Technology Corporation | (0.39 | ) | (0.25 | ) | ||||
| Continuum Managed Services LLC | (0.46 | ) | 0.02 | |||||
| Vantage Mobility International, LLC | (0.52 | ) | (1.05 | ) | ||||
| Zep Inc. | (0.55 | ) | (0.49 | ) | ||||
|
|
|
| |||||
Total | $ | (1.87 | ) | $ | (1.91 | ) | ||
|
|
|
| |||||
| (1) | For the three and six months ended June 30, 2018, other, net includes gross unrealized appreciation of $0.47 million and $0.62 million, respectively, and gross unrealized depreciation of $(0.63) million and $(0.76) million, respectively. |
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The primary use of existing funds and any funds raised in the future is expected to be for our investments in portfolio companies, cash distributions to our Unitholders or for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, drawdowns of capital commitments, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities in addition to ourthe JPM Revolving Credit Facilities,Facility, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 200% after such borrowing (or 150% if certain requirements are met). See “—Key Components of Operations—Leverage.” As of March 31,June 30, 2019 and December 31, 2018, our asset coverage ratio based on the aggregate amount outstanding of our senior securities (which includes the Revolving Credit Facilities) was 259%269% and 239%, respectively. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
We may enter into investment commitments either verbally or through signed commitment letters which may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM’s proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.
As of March 31,June 30, 2019, we had cash of approximately $29.94$19.33 million, an increasea decrease of $4.40$6.22 million from December 31, 2018. In addition, as of March 31,June 30, 2019, we had an investment in a money market fund managed by an affiliate of Group Inc. of $11.50$32.36 million. Cash used by operating activities for the threesix months ended March 31,June 30, 2019 was approximately $70.83$86.83 million, primarily driven by net purchases of investments of $80.42$104.98 million, net purchases of investments in the affiliated money market fund of $11.50$32.36 million, offset by other operating activities of $8.53$26.47 million and an increase in Members’ Capital resulting from operations of $12.56$24.04 million. Cash provided by financing activities for the threesix months ended March 31,June 30, 2019 was approximately $75.23$80.61 million, primarily driven by proceeds from the issuance of common Units of $109.74$153.64 million, offset by net borrowings on debt of $8.17$22.14 million, distributions paid of $25.50$49.94 million and other financing activities of $0.84$0.95 million.
As of March 31,June 30, 2018, we had cash of approximately $12.92$18.99 million, an increase of $4.70$10.77 million from December 31, 2017. In addition, as of March 31,June 30, 2018, we had an investment in a money market fund managed by an affiliate of Group Inc. of $18.42$4.85 million. Cash used by operating activities for the threesix months ended March 31,June 30, 2018 was approximately $87.47$138.18 million, primarily driven by net purchases of investments of $87.28 million, offset by other operating activities of $1.66$165.51 million, net salespurchases of investments in the affiliated money market fund of $17.10$3.53 million, offset by other operating activities of $1.88 million, and an increase in Members’ Capital resulting from operations of $15.25$28.98 million. Cash provided by financing activities for the threesix months ended March 31,June 30, 2018 was approximately $92.18$148.95 million, primarily driven by proceeds from the issuance of common Units of $54.87$142.67 million and net borrowings on debt of $51.50$37.50 million, partially offset by distributions paid of $14.19$30.55 million and other financing activities of $0.67 million.
50
To the extent permissible under the risk retention rules and applicable provisions of the Investment Company Act, we may raise capital by securitizing certain of our investments, including through the formation of one or more collateralized loan obligations or asset based facilities, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on anon-recourse or limited-recourse basis to purchasers. We may also pursue other forms of debt financing, including potentially from the Small Business Administration through a future small business investment company (“SBIC”) subsidiary (subject to regulatory approvals).
Credit Alternatives GP LLC (the “Initial Member”), an affiliate of our Investment Adviser, made a capital contribution to us of $100 on June 9, 2016 and served as our sole initial member. We cancelled the Initial Member’s interest in the Company on July 14, 2016. On May 6, 2016, we began accepting subscription agreements (“Subscription Agreements”) from investors acquiring common Units in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase Units each time we deliver a drawdown notice.
47
As of March 31,June 30, 2019 and December 31, 2018, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
| March 31, 2019 | December 31, 2018 | |||||||||||||||||||||||
Capital Commitments ($ in millions) | Unfunded Capital Commitments ($ in millions) | % of Capital Commitments Funded | Capital Commitments ($ in millions) | Unfunded Capital Commitments ($ in millions) | % of Capital Commitments Funded | |||||||||||||||||||
| Common Units | $ | 1,097.43 | $ | 153.64 | 86 | % | $ | 1,097.43 | $ | 263.38 | 76 | % | ||||||||||||
| June 30, 2019 | December 31, 2018 | |||||||||||||||||||||||
Capital Commitments ($ in millions) | Unfunded Capital Commitments ($ in millions) | % of Capital Commitments Funded | Capital Commitments ($ in millions) | Unfunded Capital Commitments ($ in millions) | % of Capital Commitments Funded | |||||||||||||||||||
| Common Units | $ | 1,097.43 | $ | 109.74 | 90 | % | $ | 1,097.43 | $ | 263.38 | 76 | % | ||||||||||||
The following table summarizes the total Units issued and proceeds related to capital drawdowns for the threesix months ended March 31,June 30, 2019:
| Unit Issue Date | Units Issued | Proceeds ($ in millions) | Units Issued | Proceeds Received ($ in millions) | ||||||||||||
| February 22, 2019 | 689,032 | $ | 65.84 | 689,032 | $ | 65.84 | ||||||||||
| March 28, 2019 | 455,946 | 43.90 | 455,946 | 43.90 | ||||||||||||
| April 29, 2019 | 234,200 | 21.95 | ||||||||||||||
| May 30, 2019 | 232,747 | 21.95 | ||||||||||||||
Total capital drawdowns | 1,144,978 | $ | 109.74 | 1,611,925 | $ | 153.64 | ||||||||||
The following table summarizes the total Units issued and proceeds related to capital drawdowns for the threesix months ended March 31,June 30, 2018:
| Unit Issue Date | Units Issued | Proceeds ($ in millions) | Units Issued | Proceeds Received ($ in millions) | ||||||||||||
| February 21, 2018 | 335,966 | $ | 32.92 | 335,966 | $ | 32.92 | ||||||||||
| March 28, 2018 | 222,135 | 21.95 | 222,135 | 21.95 | ||||||||||||
| April 27, 2018 | 339,498 | 32.92 | ||||||||||||||
| June 28, 2018 | 558,772 | 54.87 | ||||||||||||||
Total capital drawdowns | 558,101 | $ | 54.87 | 1,456,371 | $ | 142.66 | ||||||||||
51
Contractual Obligations
We have entered into certain contracts under which we have future commitments. Payments under the Investment Advisory Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of our average NAV and (2) an Incentive Fee based on investment performance. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct ourday-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Generally, either party may terminate the Investment Advisory Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party.
The following table shows our contractual obligations as of March 31,June 30, 2019:
| Payments Due by Period ($ in millions) | Payments Due by Period ($ in millions) | |||||||||||||||||||||||||||||||||||||||
| Total | Less Than 1 Year | 1 – 3 Years | 3 – 5 Years | More Than 5 Years | Total | Less Than 1 Year | 1 – 3 Years | 3 – 5 Years | More Than 5 Years | |||||||||||||||||||||||||||||||
| BoA Revolving Credit Facility | $ | 35.25 | $ | 35.25 | $ | – | $ | – | $ | – | ||||||||||||||||||||||||||||||
| JPM Revolving Credit Facility | $ | 473.94 | $ | – | $ | – | $ | 473.94 | $ | – | $ | 494.44 | $ | – | $ | – | $ | 494.44 | $ | – | ||||||||||||||||||||
| JPM Revolving Credit Facility | € | 50.90 | € | – | € | – | € | 50.90 | € | – | € | 50.90 | € | – | € | – | € | 50.90 | € | – | ||||||||||||||||||||
BoA Revolving Credit Facility
We entered into the BoA Revolving Credit Facility on July 18, 2016 with Bank of America, N.A. as administrative agent (the “Administrative Agent”), lead arranger, letter of credit issuer and a lender. We amended the BoA Revolving Credit Facility on March 3, 2017, July 16, 2018 and August 1, 2018
48
Subject to availability under the “Borrowing Base,” the maximum principal amount of the BoA Revolving Credit Facility was $50.00 million as of March 31, 2019. The maximum principal amount of the BoA Revolving Credit Facility will decrease on a monthly basis until the stated maturity date (unless reduced further at our discretion). The Borrowing Base is calculated based on the unfunded capital commitments of the investors meeting various eligibility requirements (subject to investor concentration limits) multiplied by specified advance rates. We have the ability to increase the maximum principal amount of the BoA Revolving Credit Facility up to $750.00 million, subject to increasing commitments of existing lenders and/or obtaining commitments of new lenders and certain other conditions. The stated maturity date of the BoA Revolving Credit Facility is May 31, 2019.
Under the BoA Revolving Credit Facility, we have the ability to elect either LIBOR or the alternative base rate at the time of draw-down, and loans may be converted from one rate to another at any time, subject to certain conditions. Interest rate on obligations under the BoA Revolving Credit Facility is the prevailing LIBOR for one, two, three or six months (the “Applicable LIBOR”) plus 2.50% per annum or (B) an alternate base rate (the greater of the prime rate of such commercial bank, the federal funds rate plus 0.50%, and LIBOR plus 1.00%) (“ABR”) plus 1.50% per annum. We pay a 0.25% annualized fee on a quarterly basis on committed but undrawn amounts under the BoA Revolving Credit Facility.
Amounts drawn under the BoA Revolving Credit Facility may be prepaid at any time without premium or penalty, subject to applicable breakage costs. Loans are subject to mandatory prepayment for amounts exceeding the Borrowing Base or the lenders’ aggregate commitment and to the extent required to comply with the Investment Company Act, as applied to BDCs. Transfers of interests in the Company by investors are subject to certain restrictions under the BoA Revolving Credit Facility and may trigger mandatory prepayment obligations.
The BoA Revolving Credit Facility is secured by a perfected first priority security interest in the unfunded capital commitments of our investors (with certain exceptions) and the proceeds thereof, including assignment of the right to make capital calls, receive and apply capital contributions, and enforce remedies and claims related thereto, and a pledge of the collateral account into which capital call proceeds are deposited. Additionally, under the BoA Revolving Credit Facility, the lenders can directly require investors to fund their capital commitments, but lenders cannot seek recourse against a Unitholder in excess of such Unitholder’s obligation to contribute capital to us.
The BoA Revolving Credit Facility contains customary representations, warranties, and affirmative and negative covenants, including without limitation, treatment as a RIC under the Code and as a BDC under the Investment Company Act and restrictions on certain operations, including without limitation, certain distributions. The BoA Revolving Credit Facility includes customary conditions precedent to draw-down of loans and customary events of default. We are in compliance with these covenants.
JPM Revolving Credit Facility
On November 21, 2017, Goldman Sachs Private Middle Market Credit SPV LLC (“SPV”), our wholly-owned subsidiary, entered into the JPM Revolving Credit Facility. JPMorgan Chase Bank, National Association (“JPM”) serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, collateral administrator, bank and securities intermediary and we serve as portfolio manager under the JPM Revolving Credit Facility. State Street Bank and Trust Company also acts as our transfer agent, disbursing agent, custodian and administrator as well as SPV’s custodian. The Company amended the JPM Revolving Credit Facility on August 17, 2018, December 10, 2018 and February 22, 2019.
Borrowings under the JPM Revolving Credit Facility bear interest (at SPV’s election) at a per annum rate equal to either (x) the three-month LIBOR (or other listed offered rate, depending upon the currency of borrowing) in effect or (y) a rate per annum equal to the greater of (i) the prime rate of JPM in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus 0.50%; and, with respect to advances denominated in a currency other than USD, the annual rate of interest is the reference rate then in effect for determining interest rates on commercial loans made in the applicable jurisdiction of such currency, in all cases, in each case, plus the applicable margin. The applicable margin is 3.50% per annum. SPV initially paid a commitment fee of 1.00% per annum (or 0.50% per annum during the first nine months from the date the JPM Revolving Credit Facility was entered into) on the average daily unused amount of the financing commitments until the third anniversary of the JPM Revolving Credit Facility.
The JPM Revolving Credit Facility is a multicurrency facility. As of March 31,June 30, 2019, the total commitments under the JPM Revolving Credit Facility were $630.00 million. The JPM Revolving Credit Facility also has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the JPM Revolving Credit Facility to $750.00 million. All amounts outstanding under the JPM Revolving Credit Facility must be repaid by the fourth anniversary of the JPM Revolving Credit Facility, subject to a six month extension of the maturity date with the consent of the administrative agent at such time.
SPV’s obligations to the lenders under the JPM Revolving Credit Facility are secured by a first priority security interest in all of SPV’s portfolio of investments and cash. The obligations of SPV under the JPM Revolving Credit Facility arenon-recourse to us, and our exposure under the JPM Revolving Credit Facility is limited to the value of our investment in SPV.
In connection with the JPM Revolving Credit Facility, SPV has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The JPM Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of SPV occurs or if we are no longer the portfolio manager of SPV. Upon the occurrence and during the continuation of an event of default, JPM may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.
49
HEDGING
Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (“CFTC”) regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans 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 futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimedno-action relief from CFTC registration and regulation as a commodity pool operator pursuant to a CFTC staffno-action letter (the “BDC CFTCNo-Action Letter”) with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, the BDC CFTCNo-Action Letter imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of the BDC CFTCNo-Action Letter.
52
OFF-BALANCE SHEET ARRANGEMENTS
We may become a party to investment commitments and to financial instruments withoff-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of March 31,June 30, 2019, we believed that we had adequate financial resources to satisfy our unfunded commitments. As of March 31,June 30, 2019 and December 31, 2018, our unfunded commitments to provide funds to portfolio companies were as follows:
| As of | As of | |||||||||||||||
| March 31, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | |||||||||||||
| (in millions) | (in millions) | |||||||||||||||
| Unfunded Commitments | ||||||||||||||||
| First Lien/Senior Secured Debt | $ | 182.02 | $ | 90.32 | $ | 88.13 | $ | 90.32 | ||||||||
| FirstLien/Last-Out Unitranche | 4.18 | 8.36 | 4.90 | 8.36 | ||||||||||||
| Second Lien/Senior Secured Debt | 17.22 | 17.22 | 13.94 | 17.22 | ||||||||||||
|
|
|
| |||||||||||||
Total | $ | 203.42 | $ | 115.90 | $ | 106.97 | $ | 115.90 | ||||||||
|
|
|
| |||||||||||||
As of March 31,June 30, 2019, we had aggregate Commitments and undrawn Commitments from investors as follows:
| March 31, 2019 | ||||||||||||
Capital Commitments ($ in millions) | Unfunded Capital Commitments ($ in millions) | % of Capital Commitments Funded | ||||||||||
| Common Units | $ | 1,097.43 | $ | 153.64 | 86 | % | ||||||
| June 30, 2019 | ||||||||||||
Capital Commitments ($ in millions) | Unfunded Capital Commitments ($ in millions) | % of Capital Commitments Funded | ||||||||||
| Common Units | $ | 1,097.43 | $ | 109.74 | 90 | % | ||||||
RECENT DEVELOPMENTS
On April 22, 2019, the Company delivered a capital drawdown notice to its investors relating to the sale of 234,200 common Units for an aggregate offering price of approximately $21.95 million. The common Units were issued on April 29, 2019.
On May 7,July 30, 2019, our Board of Directors declared a distribution equal to an amount up to our taxable earnings per unit, including net investment income (if positive), for the period AprilJuly 1, 2019 through JuneSeptember 30, 2019, payable on or about July 26,October 25, 2019 to Unitholders of record as of June 28,September 30, 2019.
50
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the consolidated financial statements.
Valuation of Portfolio Investments
As a BDC, we conduct the valuation of our assets, pursuant to which our NAV is determined, consistent with GAAP and the Investment Company Act. Our Board of Directors, with the assistance of our Audit Committee, determines the fair value of our assets within the meaning of the Investment Company Act, on at least a quarterly basis, in accordance with the terms of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement and Disclosures (“ASC 820”).
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same—to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).
53
ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.
The three-level hierarchy for fair value measurement is defined as follows:
Level 1—inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.
Level 2—inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certainover-the-counter derivatives where the fair value is based on observable inputs.
Level 3—inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certainover-the-counter derivatives where the fair value is based on unobservable inputs.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.
Currently, the majority of our investments fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which are in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our Board of Directors using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, and the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation.
51
With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by our Board of Directors contemplates a multi-step valuation process each quarter, as described below:
| (1) | Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our Investment Adviser responsible for the portfolio investment; |
| (2) | Our Board of Directors also engages independent valuation firms (the “Independent Valuation Advisors”) to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The Independent Valuation Advisors independently value such investments using quantitative and qualitative information provided by the investment professionals of our Investment Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The Independent Valuation Advisors also provide analyses to support their valuation methodology and calculations. The Independent Valuation Advisors provide an opinion on a final range of values on such investments to our Board of Directors or the Audit Committee. The Independent Valuation Advisors define fair value in accordance with ASC 820 and utilize valuation approaches including the market approach, the income approach or both. A portion of the portfolio is reviewed on a quarterly basis, and all investments in the portfolio for which market quotations are not readily available, or are readily available, but deemed not reflective of the fair value of an investment, are reviewed at least annually by an Independent Valuation Advisor; |
| (3) | The Independent Valuation Advisors’ preliminary valuations are reviewed by our Investment Adviser and the Valuation Oversight Group (“VOG”), a team that is part of the Controllers Department within the Finance Division of Goldman Sachs. The Independent Valuation Advisors’ ranges are compared to our Investment Adviser’s valuations to ensure our Investment Adviser’s valuations are reasonable. VOG presents the valuations to the Private Investment Valuation and Side Pocket Working Group of the Investment Management Division Valuation Committee, which is comprised of representatives from GSAM who are independent of the investment making decision process; |
54
| (4) | The Investment Management Division Valuation Committee ratifies fair valuations and makes recommendations to the Audit Committee of the Board of Directors; |
| (5) | The Audit Committee of our Board of Directors reviews valuation information provided by the Investment Management Division Valuation Committee, our Investment Adviser and the Independent Valuation Advisors. The Audit Committee then assesses such valuation recommendations; and |
| (6) | Our Board of Directors discusses the valuations and, within the meaning of the Investment Company Act, determines the fair value of our investments in good faith, based on the input of our Investment Adviser, the Independent Valuation Advisors and the Audit Committee. |
When our NAV is determined other than on aquarter-end (such as in connection with issuances of Units on dates occurringmid-quarter), it is determined by our Investment Adviser, acting under delegated authority from, and subject to the supervision of, our Board of Directors and in accordance with procedures adopted by our Board of Directors.
Investment Transactions and Related Investment Income
We record our investment transactions on a trade date basis, which is the date when we assume the risks for gains and losses related to that instrument. Realized gains and losses are based on the specific identification method. Dividend income on common equity investments is recorded on the record date for private portfolio companies or on theex-dividend date for publicly traded portfolio companies. Interest income and dividend income are presented net of withholding tax, if any. Accretion of discounts and amortization of premiums, which are included in interest income and expense, are recorded over the life of the underlying instrument using the effective interest method.
Fair value generally is based on quoted market prices, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments in securities are measured at fair value as determined by our Investment Adviser and/or by one or more independent third parties.
Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. For additional information, see Note 2 “Significant Accounting Policies” to our consolidated financial statements included in this report.
We may also invest in newly-issued debt securities that are sold by issuers with an OID to par value of 1% to 3%, although we do not expect OID securities to comprise a material portion of our portfolio. To the extent we purchase new issues with OID, the discounts will be accreted over the life of the securities, as required under GAAP. Loan origination fees, OID and market discounts or premiums are capitalized, and we accrete or amortize such amounts into income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.
52
Non-Accrual Status
Investments are placed onnon-accrual status when it is probable that principal, interest or dividends will not be collected according to contractual terms. Accrued interest or dividends generally are reversed when an investment is placed onnon-accrual status. Interest or dividend payments received onnon-accrual investments may be recognized as income or applied to principal depending upon management’s judgment.Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the investment has sufficient collateral value and is in the process of collection. As of March 31,June 30, 2019 we had one investmenton non-accrual status, which represented 0.9% and 0.1% of the total investments (excluding an investment in a money market fund managed by an affiliate of Group Inc. of $11.50 million) at amortized cost and at fair value, respectively. On December 31, 2018, we had no investments onnon-accrual status.
Distribution Policy
We intend to pay quarterly distributions to our Unitholders out of assets legally available for distribution. Future quarterly distributions, if any, will be determined by our Board of Directors. All distributions will be subject to lawfully available funds therefor, and no assurance can be given that we will be able to declare distributions in future periods.
We have elected to be treated, and expect to qualify annually, as a RIC under Subchapter M of the Code, commencing with our taxable year ended December 31, 2016. To maintain our tax treatment as a RIC, we must, among other things, timely distribute to our Unitholders at least 90% of our investment company taxable income for each taxable year. We intend to timely distribute to our Unitholders substantially all of our annual taxable income for each year, except that we may retain certain net capital gains for reinvestment and carry forward taxable income for distribution in the following year and pay any applicable tax. The distributions we pay to our Unitholders in a year may exceed our net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. The specific tax characteristics of our distributions will be reported to Unitholders after the end of the calendar year. Unitholders should read carefully any written disclosure regarding a distribution from us and should not assume that the source of any distribution is our net ordinary income or capital gains.
55
Federal Income Taxes
As a RIC, we generally will not be required to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our Unitholders as dividends. To maintain our RIC status, we must meet specifiedsource-of-income and asset diversification requirements and timely distribute to our Unitholders at least 90% of our investment company taxable income for each year. Depending upon the level of taxable income earned in a year, we may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. We generally will be required to pay a U.S. federal excise tax if our distributions during a calendar year do not exceed the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for theone-year period ending on October 31 of the calendar year and (3) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are subject to financial market risks, most significantly changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we expect to fund a portion of our investments with borrowings, our net investment income is expected to be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of March 31,June 30, 2019 and December 31, 2018, on a fair value basis, approximately 1.2% and 1.3%, respectively, of our performing debt investments (including income-producing preferred stock) bore interest at a fixed rate and approximately 98.8% and 98.7%, respectively, of our performing debt investments bore interest at a floating rate. Our borrowings under the JPM Revolving Credit FacilitiesFacility bear interest at a floating rate.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.
53
Based on our March 31,June 30, 2019 balance sheet, the following table shows the annual impact on net income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:
As of March 31, 2019 Basis Point Change | Interest Income | Interest Expense | Net Income | |||||||||||||||||||||
| ( in millions) | ||||||||||||||||||||||||
As of June 30, 2019 Basis Point Change | Interest Income | Interest Expense | Net Income | |||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Up 300 basis points | $ | 38.82 | $ | (15.90 | ) | $ | 22.92 | $ | 39.06 | $ | (15.51 | ) | $ | 23.55 | ||||||||||
| Up 200 basis points | 25.88 | (10.60 | ) | 15.28 | 26.04 | (10.34 | ) | 15.70 | ||||||||||||||||
| Up 100 basis points | 12.94 | (5.30 | ) | 7.64 | 13.02 | (5.17 | ) | 7.85 | ||||||||||||||||
| Up 75 basis points | 9.70 | (3.98 | ) | 5.72 | 9.77 | (3.88 | ) | 5.89 | ||||||||||||||||
| Up 50 basis points | 6.47 | (2.65 | ) | 3.82 | 6.51 | (2.59 | ) | 3.92 | ||||||||||||||||
| Up 25 basis points | 3.23 | (1.33 | ) | 1.90 | 3.26 | (1.29 | ) | 1.97 | ||||||||||||||||
| Down 25 basis points | (3.23 | ) | 1.33 | (1.90 | ) | (3.26 | ) | 1.29 | (1.97 | ) | ||||||||||||||
| Down 50 basis points | (6.47 | ) | 2.65 | (3.82 | ) | (6.51 | ) | 2.59 | (3.92 | ) | ||||||||||||||
| Down 75 basis points | (9.70 | ) | 3.98 | (5.72 | ) | (9.77 | ) | 3.88 | (5.89 | ) | ||||||||||||||
| Down 100 basis points | (12.94 | ) | 5.30 | (7.64 | ) | (13.02 | ) | 5.17 | (7.85 | ) | ||||||||||||||
| Down 200 basis points | (20.27 | ) | 10.60 | (9.67 | ) | (18.36 | ) | 10.34 | (8.02 | ) | ||||||||||||||
| Down 300 basis points | (20.81 | ) | 13.22 | (7.59 | ) | (18.72 | ) | 12.40 | (6.32 | ) | ||||||||||||||
We may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the Investment Company Act, applicable CFTC regulations and in a manner consistent with SEC guidance. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
56
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules13a-15(e) and15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31,June 30, 2019. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended March 31,June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
5457
From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.
An investment in our securities involves a high degree of risk. Except as set forth below, there have been no material changes to the risk factors previously reported under Item 1A: “Risk Factors” of our Annual Report on Form10-K for the year ended December 31, 2018, which was filed with the SEC on February 28, 2019. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
We are exposed to risks associated with changes in interest rates.
Our debt investments may be based on floating rates, such as LIBOR, the Euro Interbank Offered Rate, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our securities and our rate of return on invested capital. Currently, most of our floating rate investments are linked to LIBOR and it is unclear how increased regulatory oversight and changes in the method for determining LIBOR may affect the value of the financial obligations to be held by or issued to us that are linked to LIBOR, or how such changes could affect our results of operations or financial condition. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest a lower interest rate, which could have an adverse impact on our results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate certain terms of our Revolving Credit Facilities. If we are unable to do so, amounts drawn under the Revolving Credit Facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.
Because we have borrowed money, and may issue preferred stock to finance investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate that our investments yield. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
A reduction in the interest rates on new investments relative to interest rates on current investments could also have an adverse impact on our net interest income. However, an increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield.
Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from Investments is not increasing in a corresponding manner as a result of such minimum interest rates.
In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Further, rising interest rates could also adversely affect our performance if we hold investments with floating interest rates, subject to specified minimum interest rates (such as a LIBOR floor), while at the same time engaging in borrowings subject to floating interest rates not subject to such minimums. In such a scenario, rising interest rates may increase our interest expense, even though our interest income from investments is not increasing in a corresponding manner as a result of such minimum interest rates.
If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.
A change in the general level of interest rates can be expected to lead to a change in the interest rate we receive on many of our debt investments. Accordingly, a change in the interest rate could make it easier for us to meet or exceed the performance threshold in the Investment Management Agreement and may result in a substantial increase in the amount of incentive fees payable to our Investment Adviser with respect to the portion of the Incentive Fee based on income.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table summarizes the total Units issued and proceeds related to capital drawdowns delivered pursuant to the Subscription Agreements for the threesix months ended March 31,June 30, 2019:
| Unit Issue Date | Units Issued | Proceeds ($ in millions) | Units Issued | Proceeds Received ($ in millions) | ||||||||||||
| February 22, 2019 | 689,032 | $ | 65.84 | 689,032 | $ | 65.84 | ||||||||||
| March 28, 2019 | 455,946 | $ | 43.90 | 455,946 | 43.90 | |||||||||||
| April 29, 2019 | 234,200 | 21.95 | ||||||||||||||
| May 30, 2019 | 232,747 | 21.95 | ||||||||||||||
Total capital drawdowns | 1,144,978 | $ | 109.74 | 1,611,925 | $ | 153.64 | ||||||||||
Each of the above issuances and sales of the common Units was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Regulation D or Regulation S under the Securities Act. Each purchaser of common Units was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of Units sold outside the United States, not a “U.S. person” in accordance with Regulation S of the Securities Act and (ii) was acquiring the common Units purchased by it for investment and not with a view to resell or distribute. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuances and sales.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
None.
The exhibits filed as part of this Quarterly Report on Form10-Q are set forth on the Index to Exhibits, which is incorporated herein by reference.
5558
INDEX TO EXHIBITS
EXHIBIT | EXHIBIT | |
| 3.1 | ||
| 3.2 | ||
| 31.1* | ||
| 31.2* | ||
| 32.1* | ||
| * | Filed herewith. |
5659
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT LLC | ||||||
| Date: | /s/ Brendan McGovern | |||||
Brendan McGovern | ||||||
| Chief Executive Officer and President | ||||||
| (Principal Executive Officer) | ||||||
| Date: | /s/ Jonathan Lamm | |||||
Jonathan Lamm Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||||
5760