UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended September 30, 2019March 31, 2020
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number 814-00789
THL CREDIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 27-0344947 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
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100 Federal St., 31st Floor, Boston, MA |
| 02110 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 800-450-4424
Securities registered pursuant to 12(b) of the Act:
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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, as amended, 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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☒ |
Non-Accelerated filer |
| ☐ |
| Smaller reporting company |
| ☐ |
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| Emerging growth company |
| ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒
Securities registered pursuant to 12(b) of the Act:
Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.001 per share | TCRD | NASDAQ Global Select Market | |
6.75% Senior Notes due 2022 | TCRZ | The New York Stock Exchange | |
6.125% Senior Notes due 2023 | TCRW | The New York Stock Exchange |
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding at November 1, 2019as of May 7, 2020 was 30,285,669.35,298,410.
FORM 10-Q FOR THE QUARTER ENDED September 30, 2019March 31, 2020
Table of Contents
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PART I. |
| FINANCIAL INFORMATION |
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Item 1. |
| Financial Statements |
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Item 2. |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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2
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies or expectations, anticipated share repurchases or lack thereof, our plans and expectations about future investments amount and timing of distributions, if any, and the future liquidity of the company. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.
Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors previously identified elsewhere in this filing, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
the introduction, withdrawal, success and timing of business initiatives and strategies;
changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the value of our assets;
the relative and absolute investment performance and operations of our investment adviser;
the impact of increased competition;
the impact of future acquisitions and divestitures;
the unfavorable resolution of legal proceedings;
our business prospects and the prospects of our portfolio companies;
the impact, extent and timing of technological changes and the adequacy of intellectual property protection;
the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or THLFirst Eagle Alternative Credit Advisors LLC, the Advisor;
the ability of the Advisor to identify suitable investments for us and to monitor and administer our investments;
our contractual arrangements and relationships with third parties;
any future financings by us;
the ability of the Advisor to attract and retain highly talented professionals;
fluctuations in foreign currency exchange rates;
the impact of changes to tax legislation and, generally, our tax position;
the impact of pandemics or other serious public health epidemics, such as the current novel coronovirus ("COVID-19") pandemic on our operations, our portfolio companies' business, or the global economy;
our ability to exit a control investment in a timely manner; and
the ability to fund Logan JV’s unfunded commitments to the extent approved by each member of the Logan JV investment committee.
3
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Assets and Liabilities
(in thousands, except per share data)
(unaudited)
| September 30, 2019 |
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| December 31, 2018 |
| March 31, 2020 |
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| December 31, 2019 |
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Assets: |
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Investments at fair value: |
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Non-controlled, non-affiliated investments (cost of $276,994 and $333,023, respectively) | $ | 260,282 |
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| $ | 313,377 |
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Controlled investments (cost of $170,169 and $181,325, respectively) |
| 143,256 |
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| 167,733 |
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Non-controlled, affiliated investments (cost of $2 and $25,292, respectively) |
| 4 |
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| 12,543 |
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Non-controlled, non-affiliated investments (cost of $264,447 and $263,444, respectively) | $ | 218,219 |
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| $ | 242,189 |
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Controlled investments (cost of $178,119 and $178,769, respectively) |
| 98,582 |
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| 141,932 |
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Non-controlled, affiliated investments (cost of $2 and $2, respectively) |
| 4 |
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| 4 |
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Cash |
| 14,278 |
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| 6,860 |
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| 22,076 |
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| 5,890 |
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Escrows and other receivables |
| 12,181 |
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| 7,306 |
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| 4,156 |
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| 12,353 |
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Interest, dividends, and fees receivable |
| 4,870 |
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| 5,480 |
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| 4,316 |
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| 4,623 |
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Deferred tax assets |
| 2,255 |
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| 2,056 |
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| 2,315 |
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| 2,267 |
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Deferred financing costs |
| 1,756 |
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| 2,314 |
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| 1,175 |
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| 1,619 |
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Prepaid expenses and other assets |
| 368 |
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| 198 |
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| 820 |
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| 829 |
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Distributions receivable |
| 311 |
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| 207 |
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Due from affiliate |
| 276 |
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| 377 |
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| 121 |
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| 192 |
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Deferred offering costs |
| 200 |
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| — |
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Total assets | $ | 440,037 |
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| $ | 518,451 |
| $ | 351,784 |
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| $ | 411,898 |
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Liabilities: |
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Loans payable | $ | 69,161 |
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| $ | 107,657 |
| $ | 81,661 |
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| $ | 66,161 |
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Notes payable ($111,607 and $111,607 face amounts, respectively, reported net of deferred financing costs of $2,938 and $3,541, respectively) |
| 108,669 |
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| 108,067 |
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Notes payable ($111,607 and $111,607 face amounts, respectively, reported net of deferred financing costs of $2,540 and $2,742, respectively) |
| 109,067 |
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| 108,866 |
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Accrued expenses and other liabilities |
| 3,090 |
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| 1,652 |
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| 3,098 |
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| 3,434 |
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Deferred tax liability |
| 1,834 |
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| 1,972 |
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| 1,505 |
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| 1,927 |
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Base management fees payable |
| 1,215 |
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| 2,112 |
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| 1,024 |
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| 1,103 |
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Accrued incentive fees |
| 677 |
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| 677 |
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| 156 |
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| 568 |
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Accrued interest and fees |
| 319 |
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| 633 |
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| 291 |
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| 384 |
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Accrued administrator expenses |
| 77 |
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| — |
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Total liabilities |
| 184,965 |
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| 222,770 |
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| 196,879 |
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| 182,443 |
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Commitments and contingencies (Note 8) |
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Net Assets: |
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Common stock, par value $.001 per share, 100,000 common shares authorized, 30,587 and 32,318 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively |
| 31 |
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| 32 |
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Common stock, par value $.001 per share, 100,000 common shares authorized, 29,680 and 30,022 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively |
| 30 |
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| 30 |
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Paid-in capital in excess of par |
| 419,526 |
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| 431,361 |
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| 413,404 |
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| 415,596 |
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Accumulated deficit |
| (164,485 | ) |
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| (135,712 | ) |
| (258,529 | ) |
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| (186,171 | ) |
Total net assets | $ | 255,072 |
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| $ | 295,681 |
| $ | 154,905 |
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| $ | 229,455 |
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Total liabilities and net assets | $ | 440,037 |
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| $ | 518,451 |
| $ | 351,784 |
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| $ | 411,898 |
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Net asset value per share attributable to THL Credit, Inc. | $ | 8.34 |
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| $ | 9.15 |
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Net asset value per share | $ | 5.22 |
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| $ | 7.64 |
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See accompanying notes to these consolidated financial statements.
4
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
|
| For the three months ended September 30, |
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| For the nine months ended September 30, |
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| For the three months ended March 31, |
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| 2019 |
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| 2018 |
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| 2019 |
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| 2018 |
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| 2020 |
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| 2019 |
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Investment Income: |
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From non-controlled, non-affiliated investments: |
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Interest income |
| $ | 7,264 |
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| $ | 10,034 |
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| $ | 23,838 |
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| $ | 35,019 |
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Dividend income |
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| — |
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| — |
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| — |
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| 17 |
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Cash interest income |
| $ | 4,936 |
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| $ | 8,066 |
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PIK interest income |
|
| 49 |
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| 347 |
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Other income |
|
| 276 |
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| 165 |
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| 2,475 |
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| 716 |
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| 52 |
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| 454 |
|
From non-controlled, affiliated investments: |
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Interest income |
|
| — |
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| 835 |
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| 57 |
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| 1,444 |
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Cash interest income |
|
| — |
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| 34 |
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Other income |
|
| 101 |
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| 248 |
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|
| 493 |
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|
| 791 |
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| 82 |
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| 197 |
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From controlled investments: |
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Interest income |
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| 1,501 |
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| 1,358 |
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| 4,280 |
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| 4,125 |
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Cash interest income |
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| (276 | ) |
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| 999 |
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PIK interest income |
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| — |
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| 350 |
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Dividend income |
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| 3,610 |
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| 3,334 |
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| 11,087 |
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| 8,774 |
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| 3,007 |
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| 3,706 |
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Other income |
|
| 41 |
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| 104 |
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| 116 |
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| 236 |
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| 38 |
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| 38 |
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Total investment income |
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| 12,793 |
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| 16,078 |
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| 42,346 |
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| 51,122 |
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| 7,888 |
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| 14,191 |
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Expenses: |
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Interest and fees on borrowings |
|
| 3,047 |
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| 3,470 |
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| 9,688 |
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| 10,827 |
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| 2,703 |
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| 3,398 |
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Base management fees |
|
| 1,215 |
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|
| 2,240 |
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| 4,940 |
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| 6,893 |
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|
| 1,024 |
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|
| 1,910 |
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Incentive fees |
|
| — |
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| 1,658 |
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|
| — |
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| 1,649 |
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| (411 | ) |
|
| — |
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Administrator expenses |
|
| 373 |
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| 512 |
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| 1,215 |
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| 1,640 |
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|
| 327 |
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| 449 |
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Other general and administrative expenses |
|
| 375 |
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|
| 379 |
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| 1,107 |
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| 1,373 |
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|
| 334 |
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| 373 |
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Amortization of deferred financing costs |
|
| 340 |
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| 317 |
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| 1,370 |
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|
| 937 |
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|
| 651 |
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|
| 695 |
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Professional fees |
|
| 281 |
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| 413 |
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| 1,230 |
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| 1,124 |
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|
| 371 |
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| 397 |
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Directors' fees |
|
| 169 |
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| 169 |
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| 533 |
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|
| 566 |
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| 176 |
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| 188 |
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Total expenses |
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| 5,800 |
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| 9,158 |
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| 20,083 |
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| 25,009 |
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| 5,175 |
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| 7,410 |
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Incentive fee waiver |
|
| — |
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| (1,658 | ) |
|
| — |
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| (1,658 | ) | ||||||||
Management fee waiver |
|
| — |
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|
| — |
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| (525 | ) |
|
| — |
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Total expenses, net of fee waivers |
|
| 5,800 |
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| 7,500 |
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| 19,558 |
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| 23,351 |
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Income tax provision, excise and other taxes |
|
| 121 |
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|
| 5 |
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| 359 |
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| 272 |
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|
| 52 |
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| 77 |
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Net investment income |
|
| 6,872 |
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| 8,573 |
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| 22,429 |
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| 27,499 |
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| 2,661 |
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|
| 6,704 |
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Realized (Loss) Gain and Change in Unrealized Appreciation (Depreciation) on Investments: |
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Net realized (loss) gain on investments: |
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Realized Gain (Loss) and Change in Unrealized (Depreciation) Appreciation on Investments: |
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Net realized gain (loss) on investments: |
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Non-controlled, non-affiliated investments |
|
| 280 |
|
|
| (184 | ) |
|
| (26,203 | ) |
|
| (38,777 | ) |
|
| 214 |
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|
| (2,417 | ) |
Non-controlled, affiliated investments |
|
| (24,652 | ) |
|
| — |
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|
| (24,652 | ) |
|
| — |
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|
| (1,565 | ) |
|
| — |
|
Controlled investments |
|
| 16,701 |
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|
| (102 | ) |
|
| 17,143 |
|
|
| 241 |
|
|
| (263 | ) |
|
| 442 |
|
Foreign currency transactions |
|
| (191 | ) |
|
| 2 |
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|
| (189 | ) |
|
| (202 | ) |
|
| — |
|
|
| 3 |
|
Net realized loss on investments |
|
| (7,862 | ) |
|
| (284 | ) |
|
| (33,901 | ) |
|
| (38,738 | ) |
|
| (1,614 | ) |
|
| (1,972 | ) |
Net change in unrealized appreciation (depreciation) on investments: |
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Net change in unrealized (depreciation) appreciation on investments: |
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Non-controlled, non-affiliated investments |
|
| (4,972 | ) |
|
| (244 | ) |
|
| 2,935 |
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|
| 26,669 |
|
|
| (24,973 | ) |
|
| (10,681 | ) |
Non-controlled, affiliated investments |
|
| 24,652 |
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|
| (2,478 | ) |
|
| 12,752 |
|
|
| 619 |
|
|
| — |
|
|
| 443 |
|
Controlled investments |
|
| (18,694 | ) |
|
| (359 | ) |
|
| (13,323 | ) |
|
| (3,403 | ) |
|
| (42,700 | ) |
|
| 5,911 |
|
Translation of assets and liabilities in foreign currencies |
|
| 251 |
|
|
| (261 | ) |
|
| (391 | ) |
|
| 933 |
|
|
| — |
|
|
| (318 | ) |
Net change in unrealized appreciation (depreciation) on investments |
|
| 1,237 |
|
|
| (3,342 | ) |
|
| 1,973 |
|
|
| 24,818 |
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Net change in unrealized (depreciation) attributable to non-controlling interests |
|
| — |
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|
| (102 | ) |
|
| — |
|
|
| (703 | ) | ||||||||
Net change in unrealized (depreciation) on investments |
|
| (67,673 | ) |
|
| (4,645 | ) | ||||||||||||||||
Net realized and unrealized loss from investments |
|
| (6,625 | ) |
|
| (3,728 | ) |
|
| (31,928 | ) |
|
| (14,623 | ) |
|
| (69,287 | ) |
|
| (6,617 | ) |
Benefit (provision) for taxes on unrealized gain/loss on investments |
|
| 64 |
|
|
| (192 | ) |
|
| 335 |
|
|
| (346 | ) | ||||||||
Net increase (decrease) in net assets resulting from operations |
| $ | 311 |
|
| $ | 4,653 |
|
| $ | (9,164 | ) |
| $ | 12,530 |
| ||||||||
Benefit for taxes on unrealized loss on investments |
|
| 470 |
|
|
| 107 |
| ||||||||||||||||
Net (decrease) increase in net assets resulting from operations |
| $ | (66,156 | ) |
| $ | 194 |
| ||||||||||||||||
Net investment income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
| $ | 0.22 |
|
| $ | 0.26 |
|
| $ | 0.71 |
|
| $ | 0.84 |
|
| $ | 0.09 |
|
| $ | 0.21 |
|
Net increase (decrease) in net assets resulting from operations per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Net (decrease) increase in net assets resulting from operations per common share: |
|
|
|
|
|
|
|
| ||||||||||||||||
Basic and diluted |
| $ | 0.01 |
|
| $ | 0.14 |
|
| $ | (0.29 | ) |
| $ | 0.38 |
|
| $ | (2.22 | ) |
| $ | 0.01 |
|
Weighted average shares of common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
| 30,992 |
|
|
| 32,674 |
|
|
| 31,679 |
|
|
| 32,674 |
|
|
| 29,813 |
|
|
| 32,289 |
|
See accompanying notes to these consolidated financial statements.
5
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Changes in Net Assets
(in thousands)
(unaudited)
|
| For the nine months ended September 30, |
|
| For the three months ended March 31, |
| ||||||||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
(Decrease) increase in net assets from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
| $ | 22,429 |
|
| $ | 27,499 |
|
| $ | 2,661 |
|
| $ | 6,704 |
|
Net realized loss on investments |
|
| (33,901 | ) |
|
| (38,738 | ) |
|
| (1,614 | ) |
|
| (1,972 | ) |
Net change in unrealized appreciation on investments |
|
| 1,973 |
|
|
| 24,818 |
| ||||||||
Net change in unrealized (depreciation) attributable to non-controlling interests |
|
| — |
|
|
| (703 | ) | ||||||||
Benefit (provision) for taxes on unrealized gain (loss) on investments |
|
| 335 |
|
|
| (346 | ) | ||||||||
Net change in unrealized depreciation on investments |
|
| (67,673 | ) |
|
| (4,645 | ) | ||||||||
Benefit for taxes on unrealized loss on investments |
|
| 470 |
|
|
| 107 |
| ||||||||
Net (decrease) increase in net assets resulting from operations |
|
| (9,164 | ) |
|
| 12,530 |
|
|
| (66,156 | ) |
|
| 194 |
|
Distributions to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to stockholders from net investment income |
|
| (19,855 | ) |
|
| (26,466 | ) |
|
| (6,233 | ) |
|
| (6,768 | ) |
Total distributions to stockholders |
|
| (19,855 | ) |
|
| (26,466 | ) |
|
| (6,233 | ) |
|
| (6,768 | ) |
Capital share transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
| (11,590 | ) |
|
| — |
|
|
| (2,161 | ) |
|
| (1,323 | ) |
Net decrease in net assets from capital share transactions |
|
| (11,590 | ) |
|
| — |
|
|
| (2,161 | ) |
|
| (1,323 | ) |
Total decrease in net assets |
|
| (40,609 | ) |
|
| (13,936 | ) |
|
| (74,550 | ) |
|
| (7,897 | ) |
Net assets at beginning of period |
|
| 295,681 |
|
|
| 344,029 |
|
|
| 229,455 |
|
|
| 295,681 |
|
Net assets at end of period |
| $ | 255,072 |
|
| $ | 330,093 |
|
| $ | 154,905 |
|
| $ | 287,784 |
|
Common shares outstanding at end of period |
|
| 30,587 |
|
|
| 32,674 |
|
|
| 29,680 |
|
|
| 32,119 |
|
Capital share activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares repurchased |
|
| 1,730 |
|
|
| — |
|
|
| 341 |
|
|
| 198 |
|
See accompanying notes to these consolidated financial statements.
6
THL Credit, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
| For the nine months ended September 30, |
|
| For the three months ended March 31, |
| ||||||||||
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
| ||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in net assets resulting from operations |
| $ | (9,164 | ) |
| $ | 12,530 |
|
| $ | (66,156 | ) |
| $ | 194 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |
|
|
|
|
|
|
|
| ||||||||
Net change in unrealized appreciation on investments |
|
| (1,973 | ) |
|
| (24,115 | ) | ||||||||
Net realized loss on investments |
|
| 42,818 |
|
|
| 37,215 |
| ||||||||
Net realized loss on foreign exchange currency transactions |
|
| 189 |
|
|
| 161 |
| ||||||||
Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
| ||||||||
Net change in unrealized depreciation on investments |
|
| 67,673 |
|
|
| 4,645 |
| ||||||||
Net realized (gain) loss on investments |
|
| (112 | ) |
|
| 1,466 |
| ||||||||
Net realized gain on foreign exchange currency transactions |
|
| — |
|
|
| (3 | ) | ||||||||
Increase in investments due to interest paid-in-kind |
|
| (2,049 | ) |
|
| (1,524 | ) |
|
| (35 | ) |
|
| (675 | ) |
Amortization of deferred financing costs |
|
| 1,370 |
|
|
| 937 |
|
|
| 651 |
|
|
| 695 |
|
Accretion of discounts on investments and other fees |
|
| (918 | ) |
|
| (2,590 | ) |
|
| (184 | ) |
|
| (249 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments |
|
| (99,368 | ) |
|
| (56,708 | ) |
|
| (33,178 | ) |
|
| (34,280 | ) |
Proceeds from sale and paydown of investments |
|
| 151,906 |
|
|
| 115,075 |
| ||||||||
Decrease in interest, dividends and fees receivable |
|
| 610 |
|
|
| 829 |
| ||||||||
(Increase) decrease in deferred offering costs |
|
| (196 | ) |
|
| 148 |
| ||||||||
(Increase) decrease in escrow and other receivables |
|
| (4,875 | ) |
|
| 1,746 |
| ||||||||
Decrease in due from affiliates |
|
| 101 |
|
|
| 29 |
| ||||||||
Proceeds from sales and paydowns of investments |
|
| 38,276 |
|
|
| 25,525 |
| ||||||||
Decrease (increase) in interest, dividends and fees receivable |
|
| 307 |
|
|
| (550 | ) | ||||||||
Decrease in escrow and other receivables |
|
| 3,077 |
|
|
| — |
| ||||||||
Decrease (increase) in due from affiliates |
|
| 71 |
|
|
| (604 | ) | ||||||||
(Increase) decrease in deferred tax asset |
|
| (199 | ) |
|
| 605 |
|
|
| (48 | ) |
|
| 10 |
|
(Increase) decrease in prepaid expenses and other assets |
|
| (182 | ) |
|
| 233 |
| ||||||||
Increase (decrease) in accrued expenses and other liabilities |
|
| 1,570 |
|
|
| (473 | ) | ||||||||
Decrease (increase) in prepaid expenses and other assets |
|
| 9 |
|
|
| (836 | ) | ||||||||
Decrease in accrued expenses and other liabilities |
|
| (336 | ) |
|
| (67 | ) | ||||||||
Decrease in accrued credit facility fees and interest |
|
| (314 | ) |
|
| (176 | ) |
|
| (93 | ) |
|
| (152 | ) |
Decrease in deferred tax liability |
|
| (138 | ) |
|
| (301 | ) |
|
| (422 | ) |
|
| (117 | ) |
Decrease in base management fees payable, net |
|
| (897 | ) |
|
| (316 | ) |
|
| (79 | ) |
|
| (202 | ) |
Decrease in other deferred liabilities |
|
| — |
|
|
| (41 | ) | ||||||||
Increase in accrued administrator expenses |
|
| 77 |
|
|
| — |
| ||||||||
Decrease in accrued incentive fees payable, net |
|
| — |
|
|
| (116 | ) |
|
| (412 | ) |
|
| — |
|
Net cash provided by operating activities |
|
| 78,291 |
|
|
| 83,148 |
| ||||||||
Net cash provided by (used in) operating activities |
|
| 9,086 |
|
|
| (5,200 | ) | ||||||||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
| (11,590 | ) |
|
| — |
|
|
| (2,161 | ) |
|
| (1,323 | ) |
Borrowings under credit facility |
|
| 78,450 |
|
|
| 69,500 |
|
|
| 15,500 |
|
|
| 18,000 |
|
Repayments under credit facility |
|
| (117,529 | ) |
|
| (123,088 | ) |
|
| — |
|
|
| (8,750 | ) |
Distributions paid to stockholders |
|
| (19,855 | ) |
|
| (26,466 | ) |
|
| (6,233 | ) |
|
| (6,768 | ) |
Financing and offering costs paid |
|
| (349 | ) |
|
| (152 | ) | ||||||||
Net cash (used in) financing activities |
|
| (70,873 | ) |
|
| (80,206 | ) | ||||||||
Net increase in cash |
|
| 7,418 |
|
|
| 2,942 |
| ||||||||
Financing costs paid |
|
| (6 | ) |
|
| (309 | ) | ||||||||
Net cash provided by financing activities |
|
| 7,100 |
|
|
| 850 |
| ||||||||
Net increase (decrease) in cash |
|
| 16,186 |
|
|
| (4,350 | ) | ||||||||
Cash, beginning of period |
|
| 6,860 |
|
|
| 3,617 |
|
|
| 5,890 |
|
|
| 6,860 |
|
Cash, end of period |
| $ | 14,278 |
|
| $ | 6,559 |
|
| $ | 22,076 |
|
| $ | 2,510 |
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash interest paid |
| $ | 9,312 |
|
| $ | 10,138 |
|
| $ | 2,563 |
|
| $ | 3,229 |
|
Income taxes paid |
| $ | 6 |
|
| $ | 20 |
| ||||||||
PIK income earned |
| $ | 1,925 |
|
| $ | 1,821 |
|
| $ | 49 |
|
| $ | 697 |
|
Non-cash Operating Activities:
See Note 5 in the notes to consolidated financial statements for non-cash restructurings.
See accompanying notes to these consolidated financial statements.
7
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019March 31, 2020
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |||
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
|
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||||
Non-controlled/non-affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—102.04% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—140.87% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—87.33% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—129.09% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.92% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—3.12% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
PDFTron Systems Inc. (7) |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
| $ | 5,000 |
|
| $ | 4,954 |
|
| $ | 4,903 |
|
| IT services |
| 6.7% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
| $ | 4,975 |
|
| $ | 4,934 |
|
| $ | 4,826 |
|
PDFTron Systems Inc. (7)(10)(25) |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
|
| — |
|
|
| (10 | ) |
|
| — |
| ||||||||||||||||||||
PDFTron Systems Inc. (7)(9)(10) |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
|
| — |
|
|
| (5 | ) |
|
| — |
| ||||||||||||||||||||
PDFTron Systems Inc. (7)(9)(24) |
| IT services |
| 6.7% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
|
| — |
|
|
| (9 | ) |
|
| — |
| ||||||||||||||||||||
PDFTron Systems Inc. (7)(8)(9) |
| IT services |
| 6.7% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
|
| — |
|
|
| (4 | ) |
|
| — |
| ||||||||||||||||||||
|
|
|
|
|
|
|
| Subtotal Canada |
| $ | 5,000 |
|
| $ | 4,939 |
|
| $ | 4,903 |
|
|
|
|
|
|
|
| Subtotal Canada |
| $ | 4,975 |
|
| $ | 4,921 |
|
| $ | 4,826 |
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—7.59% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—10.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
1-800 Hansons, LLC |
| Consumer products and services |
| 9.6% (LIBOR + 7.5%) (8.6% Cash + 1.0% PIK) |
| 10/19/2017 |
| 10/19/2022 |
| $ | 3,755 |
|
| $ | 3,713 |
|
| $ | 3,530 |
|
| Consumer products and services |
| 9.0% (LIBOR + 7.5%) (8.0% Cash + 1.0% PIK) |
| 10/19/2017 |
| 10/19/2022 |
| $ | 3,321 |
|
| $ | 3,290 |
|
| $ | 2,823 |
|
1-800 Hansons, LLC (9)(10) |
| Consumer products and services |
| 8.6% (LIBOR + 6.5%) |
| 10/19/2017 |
| 10/19/2022 |
|
| — |
|
|
| (3 | ) |
|
| — |
| ||||||||||||||||||||
1-800 Hansons, LLC (8) |
| Consumer products and services |
| 7.7% (LIBOR + 6.5%) |
| 10/19/2017 |
| 10/19/2022 |
|
| 209 |
|
|
| 207 |
|
|
| 178 |
| ||||||||||||||||||||
IRC Opco LLC |
| Healthcare |
| 7.3% (LIBOR + 5.3%) |
| 1/4/2019 |
| 1/4/2024 |
|
| 5,414 |
|
|
| 5,369 |
|
|
| 5,414 |
|
| Healthcare |
| 6.3% (LIBOR + 5.3%) |
| 1/4/2019 |
| 1/4/2024 |
|
| 5,386 |
|
|
| 5,349 |
|
|
| 5,117 |
|
IRC Opco LLC |
| Healthcare |
| 7.5% (LIBOR + 5.3%) |
| 1/4/2019 |
| 1/4/2024 |
|
| 27 |
|
|
| 21 |
|
|
| 27 |
|
| Healthcare |
| 6.4% (LIBOR + 5.3%) |
| 1/4/2019 |
| 1/4/2024 |
|
| 818 |
|
|
| 812 |
|
|
| 777 |
|
Matilda Jane Holdings, Inc. |
| Consumer products and services |
| 10.6% (LIBOR + 8.5%) |
| 4/28/2017 |
| 4/28/2022 |
|
| 11,427 |
|
|
| 11,292 |
|
|
| 10,399 |
|
| Consumer products and services |
| 11.5% (LIBOR + 10.5%) |
| 4/28/2017 |
| 4/28/2022 |
|
| 11,427 |
|
|
| 11,318 |
|
|
| 6,971 |
|
|
|
|
|
|
|
|
| Subtotal midwest |
| $ | 20,623 |
|
| $ | 20,392 |
|
| $ | 19,370 |
|
|
|
|
|
|
|
| Subtotal midwest |
| $ | 21,161 |
|
| $ | 20,976 |
|
| $ | 15,866 |
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—17.21% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—31.39% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
3SI Security Systems |
| Business services |
| 6.8% (LIBOR + 5.8%) |
| 12/17/2019 |
| 6/16/2023 |
| $ | 4,115 |
|
| $ | 4,077 |
|
| $ | 3,909 |
| ||||||||||||||||||||
Certify, Inc. |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 1,544 |
|
|
| 1,523 |
|
|
| 1,521 |
|
| IT services |
| 6.8% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 1,544 |
|
|
| 1,526 |
|
|
| 1,498 |
|
Certify, Inc. (26) |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 70 |
|
|
| 68 |
|
|
| 69 |
| ||||||||||||||||||||
Certify, Inc. (9) (10) |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| — |
|
|
| (1 | ) |
|
| — |
| ||||||||||||||||||||
Certify, Inc. (25) |
| IT services |
| 6.8% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 140 |
|
|
| 138 |
|
|
| 136 |
| ||||||||||||||||||||
Certify, Inc. (8) |
| IT services |
| 6.8% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 11 |
|
|
| 10 |
|
|
| 10 |
| ||||||||||||||||||||
Communication Technology Intermediate (7) |
| Business services |
| 8.1% (LIBOR + 6.0%) |
| 8/26/2019 |
| 8/26/2024 |
|
| 8,113 |
|
|
| 7,953 |
|
|
| 7,953 |
|
| Business services |
| 7.5% (LIBOR + 6.0%) |
| 8/26/2019 |
| 8/26/2024 |
|
| 8,072 |
|
|
| 7,924 |
|
|
| 7,668 |
|
Communication Technology Intermediate (7)(9)(10) |
| Business services |
| 8.1% (LIBOR + 6.0%) |
| 8/26/2019 |
| 8/26/2024 |
|
| — |
|
|
| (15 | ) |
|
| — |
| ||||||||||||||||||||
DataOnline Corp. |
| IT services |
| 8.0% (LIBOR + 5.8%) |
| 6/7/2019 |
| 7/31/2024 |
|
| 2,687 |
|
|
| 2,661 |
|
|
| 2,687 |
| ||||||||||||||||||||
Communication Technology Intermediate (7)(8) |
| Business services |
| 7.5% (LIBOR + 6.0%) |
| 8/26/2019 |
| 8/26/2024 |
|
| 761 |
|
|
| 747 |
|
|
| 723 |
| ||||||||||||||||||||
HealthDrive Corporation |
| Healthcare |
| 7.8% (LIBOR + 5.8%) |
| 12/21/2018 |
| 12/21/2023 |
|
| 9,925 |
|
|
| 9,841 |
|
|
| 9,925 |
|
| Healthcare |
| 6.5% (LIBOR + 5.5%) |
| 12/21/2018 |
| 12/21/2023 |
|
| 9,875 |
|
|
| 9,800 |
|
|
| 9,184 |
|
HealthDrive Corporation (9)(10) |
| Healthcare |
| 7.8% (LIBOR + 5.8%) |
| 12/21/2018 |
| 12/21/2023 |
|
| — |
|
|
| (15 | ) |
|
| — |
| ||||||||||||||||||||
HealthDrive Corporation (8) |
| Healthcare |
| 6.5% (LIBOR + 5.5%) |
| 12/21/2018 |
| 12/21/2023 |
|
| 1,761 |
|
|
| 1,747 |
|
|
| 1,637 |
| ||||||||||||||||||||
Simplicity Financial Marketing Holdings Inc. |
| Financial services |
| 7.9% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| 3,472 |
|
|
| 3,421 |
|
|
| 3,403 |
|
| Financial services |
| 7.4% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| 3,464 |
|
|
| 3,416 |
|
|
| 3,290 |
|
Simplicity Financial Marketing Holdings Inc. (9)(10) |
| Financial services |
| 7.9% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| — |
|
|
| (6 | ) |
|
| — |
| ||||||||||||||||||||
Simplicity Financial Marketing Holdings Inc. (25) |
| Financial services |
| 7.9% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| 145 |
|
|
| 138 |
|
|
| 142 |
| ||||||||||||||||||||
Simplicity Financial Marketing Holdings Inc. (8) |
| Financial services |
| 7.3% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| 370 |
|
|
| 365 |
|
|
| 352 |
| ||||||||||||||||||||
Simplicity Financial Marketing Holdings Inc. (24) |
| Financial services |
| 7.4% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| 173 |
|
|
| 166 |
|
|
| 165 |
|
See accompanying notes to these consolidated financial statements.
8
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019March 31, 2020
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |||
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
|
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||||
| Consumer products and services |
| 8.9% (LIBOR + 6.8%) |
| 10/31/2017 |
| 10/31/2022 |
|
| 5,305 |
|
|
| 5,238 |
|
|
| 5,305 |
|
| Consumer products and services |
| 8.2% (LIBOR + 6.8%) |
| 10/31/2017 |
| 10/31/2022 |
|
| 5,141 |
|
|
| 5,087 |
|
|
| 4,062 |
| |
smarTours, LLC (9)(10) |
| Consumer products and services |
| 8.9% (LIBOR + 6.8%) |
| 10/31/2017 |
| 10/31/2022 |
|
| — |
|
|
| (9 | ) |
|
| — |
| ||||||||||||||||||||
smarTours, LLC (8)(9) |
| Consumer products and services |
| 8.2% (LIBOR + 6.8%) |
| 10/31/2017 |
| 10/31/2022 |
|
| — |
|
|
| (8 | ) |
|
| — |
| ||||||||||||||||||||
Urology Management Associates, LLC |
| Healthcare |
| 7.0% (LIBOR + 5.0%) |
| 8/31/2018 |
| 8/31/2024 |
|
| 5,034 |
|
|
| 4,959 |
|
|
| 4,982 |
|
| Healthcare |
| 6.0% (LIBOR + 5.0%) |
| 8/31/2018 |
| 8/31/2024 |
|
| 8,413 |
|
|
| 8,293 |
|
|
| 7,908 |
|
Women's Health USA, Inc. |
| Healthcare |
| 7.8% (LIBOR + 5.8%) |
| 10/9/2018 |
| 10/9/2023 |
|
| 7,881 |
|
|
| 7,863 |
|
|
| 7,881 |
|
| Healthcare |
| 7.3% (LIBOR + 6.3%) |
| 10/9/2018 |
| 10/9/2023 |
|
| 7,095 |
|
|
| 7,079 |
|
|
| 6,668 |
|
Women's Health USA, Inc. (9)(10) |
| Healthcare |
| 7.8% (LIBOR + 5.8%) |
| 10/9/2018 |
| 10/9/2023 |
|
| — |
|
|
| (15 | ) |
|
| — |
| ||||||||||||||||||||
Women's Health USA, Inc. |
| Healthcare |
| 7.9% (LIBOR + 5.8%) |
| 10/9/2018 |
| 10/9/2023 |
|
| 29 |
|
|
| 29 |
|
|
| 29 |
| ||||||||||||||||||||
Women's Health USA, Inc. (8) |
| Healthcare |
| 7.0% (LIBOR + 5.8%) |
| 10/9/2018 |
| 10/9/2023 |
|
| 1,500 |
|
|
| 1,487 |
|
|
| 1,410 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 44,205 |
|
| $ | 43,633 |
|
| $ | 43,897 |
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 52,435 |
|
| $ | 51,854 |
|
| $ | 48,620 |
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—12.61% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Virtus Pharmaceuticals, LLC |
| Healthcare |
| 11.9% (8) |
| 7/17/2014 |
| 1/2/2020 |
| $ | 24,013 |
|
| $ | 23,981 |
|
| $ | 24,013 |
| ||||||||||||||||||||
—7.57% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Apex Services Partners, LLC |
| Consumer products and services |
| 6.3% (LIBOR + 5.3%) |
| 2/11/2020 |
| 7/31/2025 |
|
| 4,170 |
|
|
| 4,129 |
|
|
| 3,961 |
| ||||||||||||||||||||
Apex Services Partners, LLC (9)(24) |
| Consumer products and services |
| 6.3% (LIBOR + 5.3%) |
| 2/11/2020 |
| 7/31/2025 |
|
| — |
|
|
| (12 | ) |
|
| — |
| ||||||||||||||||||||
Whitney, Bradley & Brown, Inc. |
| Business services |
| 9.6% (LIBOR + 7.5%) |
| 10/18/2017 |
| 10/18/2022 |
|
| 8,076 |
|
|
| 8,017 |
|
|
| 8,157 |
|
| Business services |
| 8.5% (LIBOR + 7.5%) |
| 10/18/2017 |
| 10/18/2022 |
|
| 7,870 |
|
|
| 7,823 |
|
|
| 7,772 |
|
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 32,089 |
|
| $ | 31,998 |
|
| $ | 32,170 |
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 12,040 |
|
| $ | 11,940 |
|
| $ | 11,733 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—22.35% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—27.80% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Allied Wireline Services, LLC |
| Energy / utilities |
| 11.5% (LIBOR + 9.5%) |
| 2/28/2014 |
| 6/30/2020 |
| $ | 9,632 |
|
| $ | 9,632 |
|
| $ | 9,343 |
|
| Energy / utilities |
| 11.0% (LIBOR + 9.5%) |
| 2/28/2014 |
| 9/30/2020 |
| $ | 9,632 |
|
| $ | 9,632 |
|
| $ | 4,623 |
|
BCDI Rodeo Dental Buyer, LLC |
| Healthcare |
| 7.2% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| 5,802 |
|
|
| 5,747 |
|
|
| 5,715 |
|
| Healthcare |
| 6.6% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| 5,773 |
|
|
| 5,723 |
|
|
| 5,094 |
|
BCDI Rodeo Dental Buyer, LLC |
| Healthcare |
| 7.1% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| 162 |
|
|
| 146 |
|
|
| 162 |
|
| Healthcare |
| 6.4% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| 1,615 |
|
|
| 1,602 |
|
|
| 1,426 |
|
BCDI Rodeo Dental Buyer, LLC |
| Healthcare |
| 7.2% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| — |
|
|
| — |
|
|
| — |
|
| Healthcare |
| 6.6% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| 1,320 |
|
|
| 1,307 |
|
|
| 1,165 |
|
Holland Intermediate Acquisition Corp. |
| Energy / utilities |
| 11.1% (LIBOR + 9.0%) |
| 5/29/2013 |
| 5/29/2020 |
|
| 21,323 |
|
|
| 21,323 |
|
|
| 13,860 |
| ||||||||||||||||||||
Holland Intermediate Acquisition Corp. (9) |
| Energy / utilities |
| 11.1% (LIBOR + 9.0%) |
| 5/29/2013 |
| 5/29/2020 |
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||
Holland Intermediate Acquisition Corp.(19) |
| Energy / utilities |
| 10.5% (LIBOR + 9.0%) |
| 5/29/2013 |
| 5/29/2020 |
|
| 21,323 |
|
|
| 21,323 |
|
|
| 3,412 |
| ||||||||||||||||||||
Holland Intermediate Acquisition Corp. (8)(19) |
| Energy / utilities |
| 10.5% (LIBOR + 9.0%) |
| 5/29/2013 |
| 5/29/2020 |
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||
Igloo Products Corp. |
| Consumer products and services |
| 12.6% (LIBOR + 10.3%) |
| 3/28/2014 |
| 3/28/2020 |
|
| 24,636 |
|
|
| 24,584 |
|
|
| 23,651 |
|
| Consumer products and services |
| 12.6% (LIBOR + 10.0%) (11.8% Cash + 0.8% PIK) |
| 3/28/2014 |
| 3/28/2023 |
|
| 21,449 |
|
|
| 21,429 |
|
|
| 19,519 |
|
Riveron Acquisition Holdings, Inc. |
| Business services |
| 8.4% (LIBOR + 6.3%) |
| 5/22/2019 |
| 5/22/2025 |
|
| 4,337 |
|
|
| 4,255 |
|
|
| 4,254 |
|
| Business services |
| 7.5% (LIBOR + 6.0%) |
| 5/22/2019 |
| 5/22/2025 |
|
| 8,240 |
|
|
| 8,100 |
|
|
| 7,828 |
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 65,892 |
|
| $ | 65,687 |
|
| $ | 56,985 |
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 69,352 |
|
| $ | 69,116 |
|
| $ | 43,067 |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—25.65% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—48.97% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
ABC Legal Services, Inc. |
| Business services |
| 7.9% (LIBOR + 5.5%) |
| 6/21/2019 |
| 6/21/2024 |
| $ | 7,273 |
|
| $ | 7,152 |
|
| $ | 7,157 |
|
| Business services |
| 7.2% (LIBOR + 5.3%) |
| 6/21/2019 |
| 6/21/2024 |
| $ | 7,236 |
|
| $ | 7,129 |
|
| $ | 6,585 |
|
ABC Legal Services, Inc. (9)(10) |
| Business services |
| 7.9% (LIBOR + 5.5%) |
| 6/21/2019 |
| 6/21/2024 |
|
| — |
|
|
| (11 | ) |
|
| — |
| ||||||||||||||||||||
ABC Legal Services, Inc. (8) |
| Business services |
| 6.8% (LIBOR + 5.3%) |
| 6/21/2019 |
| 6/21/2024 |
|
| 663 |
|
|
| 653 |
|
|
| 603 |
| ||||||||||||||||||||
Alpine SG, LLC |
| IT services |
| 7.8% (LIBOR + 5.5%) |
| 4/9/2019 |
| 11/16/2022 |
|
| 1,316 |
|
|
| 1,305 |
|
|
| 1,305 |
|
| IT services |
| 7.5% (LIBOR + 5.8%) |
| 4/9/2019 |
| 11/16/2022 |
|
| 1,316 |
|
|
| 1,307 |
|
|
| 1,267 |
|
Alpine SG, LLC |
| IT services |
| 7.8% (LIBOR + 5.5%) |
| 4/9/2019 |
| 11/16/2022 |
|
| 659 |
|
|
| 653 |
|
|
| 653 |
|
| IT services |
| 7.5% (LIBOR + 5.8%) |
| 4/9/2019 |
| 11/16/2022 |
|
| 659 |
|
|
| 654 |
|
|
| 634 |
|
Barry's Bootcamp Holdings, LLC |
| Consumer products and services |
| 8.8% (LIBOR + 6.5%) |
| 5/23/2019 |
| 7/14/2022 |
|
| 891 |
|
|
| 891 |
|
|
| 891 |
| ||||||||||||||||||||
EBS Intermediate LLC (24) |
| Consumer products and services |
| 7.5% (LIBOR + 5.5%) |
| 10/2/2018 |
| 10/2/2023 |
|
| 7,906 |
|
|
| 7,795 |
|
|
| 7,906 |
| ||||||||||||||||||||
EBS Intermediate LLC (9) (10)(24) |
| Consumer products and services |
| 7.5% (LIBOR + 5.5%) |
| 10/2/2018 |
| 10/2/2023 |
|
| — |
|
|
| (24 | ) |
|
| — |
| ||||||||||||||||||||
Evergreen Services Group, LLC |
| IT services |
| 8.1% (LIBOR + 6.0%) |
| 11/13/2018 |
| 6/6/2023 |
|
| 9,452 |
|
|
| 9,376 |
|
|
| 9,358 |
| ||||||||||||||||||||
Gener8, LLC |
| Business services |
| 7.5% (LIBOR + 5.5%) |
| 8/14/2018 |
| 8/14/2023 |
|
| 5,940 |
|
|
| 5,871 |
|
|
| 5,940 |
| ||||||||||||||||||||
Gener8, LLC (9) |
| Business services |
| 7.5% (LIBOR + 5.5%) |
| 8/14/2018 |
| 8/14/2023 |
|
| 1,000 |
|
|
| 982 |
|
|
| 1,000 |
| ||||||||||||||||||||
EBS Intermediate LLC (23) |
| Consumer products and services |
| 6.0% (LIBOR + 5.0%) |
| 10/2/2018 |
| 10/2/2023 |
|
| 7,859 |
|
|
| 7,762 |
|
|
| 7,073 |
| ||||||||||||||||||||
EBS Intermediate LLC (8)(9)(23) |
| Consumer products and services |
| 6.0% (LIBOR + 5.0%) |
| 10/2/2018 |
| 10/2/2023 |
|
| — |
|
|
| (21 | ) |
|
| — |
|
See accompanying notes to these consolidated financial statements.
9
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019March 31, 2020
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| ||
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| Media, entertainment and leisure |
| 10.5% (LIBOR + 8.5%) |
| 7/28/2016 |
| 7/28/2021 |
|
| 5,500 |
|
|
| 5,459 |
|
|
| 5,500 |
| |
MeriCal, LLC |
| Consumer products and services |
| 7.9% (LIBOR + 5.8%) |
| 11/16/2018 |
| 11/16/2021 |
|
| 7,510 |
|
|
| 7,510 |
|
|
| 7,059 |
|
NCP Investor Inc |
| Healthcare |
| 7.6% (LIBOR + 5.5%) |
| 10/19/2018 |
| 10/19/2023 |
|
| 7,098 |
|
|
| 7,011 |
|
|
| 7,009 |
|
NCP Investor Inc (9) (10) |
| Healthcare |
| 7.6% (LIBOR + 5.5%) |
| 10/19/2018 |
| 10/19/2023 |
|
| — |
|
|
| (12 | ) |
|
| — |
|
SolutionReach, Inc. |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 1/17/2019 |
| 1/17/2024 |
|
| 6,633 |
|
|
| 6,519 |
|
|
| 6,633 |
|
SolutionReach, Inc. (9) (10) |
| IT services |
| 7.8% (LIBOR + 5.8%) |
| 1/17/2019 |
| 1/17/2024 |
|
| — |
|
|
| (16 | ) |
|
| — |
|
SRS Acquiom Holdings LLC |
| Financial services |
| 7.8% (LIBOR + 5.8%) |
| 11/8/2018 |
| 11/8/2024 |
|
| 4,963 |
|
|
| 4,920 |
|
|
| 5,012 |
|
SRS Acquiom Holdings LLC (10)(23) |
| Financial services |
| 7.8% (LIBOR + 5.8%) |
| 11/8/2018 |
| 11/8/2023 |
|
| — |
|
|
| (3 | ) |
|
| — |
|
|
|
|
|
|
|
|
| Subtotal west |
| $ | 66,141 |
|
| $ | 65,378 |
|
| $ | 65,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 233,950 |
|
| $ | 232,027 |
|
| $ | 222,748 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second lien debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—8.13% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—4.70% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchants Capital Access, LLC (15) |
| Financial services |
| 12.6% (LIBOR + 10.5%) |
| 4/20/2015 |
| 4/20/2021 |
| $ | 12,000 |
|
| $ | 11,936 |
|
| $ | 12,000 |
|
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 12,000 |
|
| $ | 11,936 |
|
| $ | 12,000 |
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—3.43% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MB Medical Operations LLC |
| Healthcare |
| 11.4% (LIBOR + 9.0%) |
| 12/7/2016 |
| 6/7/2022 |
| $ | 9,023 |
|
| $ | 8,933 |
|
| $ | 8,750 |
|
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 9,023 |
|
| $ | 8,933 |
|
| $ | 8,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal second lien debt |
| $ | 21,023 |
|
| $ | 20,869 |
|
| $ | 20,750 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.71% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.71% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martex Fiber Southern Corp. |
| Industrials and manufacturing |
| 16.5% (12.0% Cash + 4.5% PIK) (11) |
| 4/30/2012 |
| 3/31/2020 |
| $ | 9,886 |
|
| $ | 9,886 |
|
| $ | 6,920 |
|
|
|
|
|
|
| Subtotal southeast |
| $ | 9,886 |
|
| $ | 9,886 |
|
| $ | 6,920 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal subordinated debt |
| $ | 9,886 |
|
| $ | 9,886 |
|
| $ | 6,920 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.44% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.07% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| IT services |
| 7.0% (LIBOR + 6.0%) |
| 11/13/2018 |
| 6/6/2023 |
|
| 9,409 |
|
|
| 9,343 |
|
|
| 9,033 |
| |
Finxera Intermediate, LLC |
| Financial services |
| 6.8% (LIBOR + 5.8%) |
| 2/25/2020 |
| 8/27/2024 |
|
| 7,353 |
|
|
| 7,281 |
|
|
| 6,985 |
|
Gener8, LLC |
| Business services |
| 6.5% (LIBOR + 5.5%) |
| 8/14/2018 |
| 8/14/2023 |
|
| 5,901 |
|
|
| 5,841 |
|
|
| 5,754 |
|
Gener8, LLC (8)(9) |
| Business services |
| 6.5% (LIBOR + 5.5%) |
| 8/14/2018 |
| 8/14/2023 |
|
| — |
|
|
| (15 | ) |
|
| — |
|
It's Just Lunch International LLC |
| Media, entertainment and leisure |
| 9.5% (LIBOR + 8.5%) |
| 7/28/2016 |
| 7/28/2021 |
|
| 5,500 |
|
|
| 5,470 |
|
|
| 5,500 |
|
MeriCal, LLC |
| Consumer products and services |
| 7.2% (LIBOR + 5.8%) |
| 11/16/2018 |
| 11/16/2021 |
|
| 7,472 |
|
|
| 7,472 |
|
|
| 7,061 |
|
NCP Investor Inc |
| Healthcare |
| 7.0% (LIBOR + 5.5%) |
| 10/19/2018 |
| 10/19/2023 |
|
| 7,007 |
|
|
| 6,932 |
|
|
| 6,674 |
|
NCP Investor Inc (8)(9) |
| Healthcare |
| 7.0% (LIBOR + 5.5%) |
| 10/19/2018 |
| 10/19/2023 |
|
| — |
|
|
| (11 | ) |
|
| — |
|
SolutionReach, Inc. |
| IT services |
| 6.7% (LIBOR + 5.8%) |
| 1/17/2019 |
| 1/17/2024 |
|
| 6,600 |
|
|
| 6,499 |
|
|
| 6,303 |
|
SolutionReach, Inc. (8) |
| IT services |
| 6.7% (LIBOR + 5.8%) |
| 1/17/2019 |
| 1/17/2024 |
|
| 700 |
|
|
| 686 |
|
|
| 669 |
|
SRS Acquiom Holdings LLC |
| Financial services |
| 6.8% (LIBOR + 5.8%) |
| 11/8/2018 |
| 11/8/2024 |
|
| 4,938 |
|
|
| 4,899 |
|
|
| 4,197 |
|
SRS Acquiom Holdings LLC (9)(22) |
| Financial services |
| 6.8% (LIBOR + 5.8%) |
| 11/8/2018 |
| 11/8/2023 |
|
| — |
|
|
| (3 | ) |
|
| — |
|
SynteractHCR Holdings Corporation |
| Healthcare |
| 7.2% (LIBOR + 5.3%) |
| 1/17/2020 |
| 5/25/2025 |
|
| 6,245 |
|
|
| 6,184 |
|
|
| 6,026 |
|
SynteractHCR Holdings Corporation (8) |
| Healthcare |
| 6.3% (LIBOR + 5.3%) |
| 1/17/2020 |
| 5/25/2025 |
|
| 1,543 |
|
|
| 1,528 |
|
|
| 1,489 |
|
|
|
|
|
|
|
|
| Subtotal west |
| $ | 80,401 |
|
| $ | 79,590 |
|
| $ | 75,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 240,364 |
|
| $ | 238,397 |
|
| $ | 199,965 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second lien debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—7.13% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—7.13% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchants Capital Access, LLC (14) |
| Financial services |
| 12.0% (LIBOR + 10.5%) |
| 4/20/2015 |
| 4/20/2021 |
| $ | 12,000 |
|
| $ | 11,957 |
|
| $ | 11,040 |
|
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 12,000 |
|
| $ | 11,957 |
|
| $ | 11,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal second lien debt |
| $ | 12,000 |
|
| $ | 11,957 |
|
| $ | 11,040 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.58% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matilda Jane Holdings, Inc. (12)(17) |
| Consumer products and services |
|
|
| 4/28/2017 |
|
|
|
| 488,896 |
|
| $ | 489 |
|
| $ | — |
|
New Host Holdings, LLC (18) |
| IT services |
|
|
| 12/27/2013 |
|
|
|
| 20,000 |
|
|
| 200 |
|
|
| — |
|
New Host Holdings, LLC (17) |
| IT services |
|
|
| 12/27/2013 |
| 12/13/2020 |
|
| 1,800 |
|
|
| 1,800 |
|
| $ | — |
|
See accompanying notes to these consolidated financial statements.
10
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019March 31, 2020
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| ||
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| Consumer products and services |
|
|
| 4/28/2017 |
|
|
|
| 488,896 |
|
| $ | 489 |
|
| $ | — |
| |
New Host Holdings, LLC (19) |
| IT services |
|
|
| 12/27/2013 |
|
|
|
| 20,000 |
|
|
| 200 |
|
|
| — |
|
New Host Holdings, LLC (18) |
| IT services |
|
|
| 12/27/2013 |
| 12/13/2020 |
|
| 1,800 |
|
|
| 1,800 |
|
|
| 196 |
|
|
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,489 |
|
| $ | 196 |
| ||
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.82% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Toys, LLC (12)(13)(14)(19) |
| Consumer products and services |
|
|
| 5/22/2015 |
|
|
|
| 154 |
|
| $ | 1,000 |
|
| $ | — |
|
Alex Toys, LLC (12)(13)(14) (18) |
| Consumer products and services |
|
|
| 6/22/2016 |
| 6/12/2021 |
|
| 121 |
|
|
| 888 |
|
|
| — |
|
Certify, Inc. (19) |
| IT services |
|
|
| 2/28/2019 |
|
|
|
| 8,409 |
|
|
| 175 |
|
|
| 208 |
|
Specialty Brands Holdings, LLC (18) |
| Restaurants |
|
|
| 6/29/2018 |
|
|
|
| 58 |
|
|
| — |
|
|
| — |
|
Specialty Brands Holdings, LLC (19) |
| Restaurants |
|
|
| 6/29/2018 |
|
|
|
| 1,232 |
|
|
| — |
|
|
| — |
|
SPST Holdings, LLC (12)(14)(19) |
| Consumer products and services |
|
|
| 10/31/2017 |
|
|
|
| 2,158 |
|
|
| 216 |
|
|
| 240 |
|
Urology Management Associates, LLC (19) |
| Healthcare |
|
|
| 8/31/2018 |
|
|
|
| 769 |
|
|
| 769 |
|
|
| 1,069 |
|
Wheels Up Partners, LLC (12)(14)(19) |
| Transportation |
|
|
| 1/31/2014 |
|
|
|
| 1,000,000 |
|
|
| 1,000 |
|
|
| 3,124 |
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 4,048 |
|
| $ | 4,641 |
| ||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.11% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtus Pharmaceuticals, LLC (12)(14)(19) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 8,275 |
|
| $ | 127 |
|
| $ | — |
|
Virtus Pharmaceuticals, LLC (12)(14)(18) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 232 |
|
|
| 244 |
|
|
| 269 |
|
Virtus Pharmaceuticals, LLC (12)(14)(18) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 590 |
|
|
| 590 |
|
|
| — |
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 961 |
|
| $ | 269 |
| ||
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC (12)(14)(19) |
| Energy / utilities |
|
|
| 2/28/2014 |
|
|
|
| 618,868 |
|
| $ | 619 |
|
| $ | — |
|
Dimont & Associates, Inc. (19) |
| Financial services |
|
|
| 3/14/2016 |
|
|
|
| 313 |
|
|
| 129 |
|
|
| — |
|
Igloo Products Corp. (19) |
| Consumer products and services |
|
|
| 4/30/2014 |
|
|
|
| 1,902 |
|
|
| 1,716 |
|
|
| 621 |
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 2,464 |
|
| $ | 621 |
| ||
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.190% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MeriCal, LLC (12) (13) (18) |
| Consumer products and services |
|
|
| 9/30/2016 |
|
|
|
| 521 |
|
| $ | 505 |
|
| $ | 136 |
|
MeriCal, LLC (12) (13) (19) |
| Consumer products and services |
|
|
| 9/30/2016 |
|
|
|
| 5,334 |
|
|
| 10 |
|
|
| — |
|
Sciens Building Solutions, LLC (12) (18) |
| Business services |
|
|
| 7/12/2017 |
|
|
|
| 170 |
|
|
| 186 |
|
|
| 360 |
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
|
| 701 |
|
| $ | 496 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,489 |
|
| $ | — |
| |||
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.93% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Toys, LLC (10)(12)(13)(18) |
| Consumer products and services |
|
|
| 5/22/2015 |
|
|
|
| 154 |
|
| $ | 1,000 |
|
| $ | — |
|
Alex Toys, LLC (10)(12)(13) (17) |
| Consumer products and services |
|
|
| 6/22/2016 |
| 6/12/2021 |
|
| 121 |
|
|
| 888 |
|
|
| — |
|
Certify, Inc. (18) |
| IT services |
|
|
| 2/28/2019 |
|
|
|
| 841 |
|
|
| 175 |
|
|
| 190 |
|
Specialty Brands Holdings, LLC (17) |
| Restaurants |
|
|
| 6/29/2018 |
|
|
|
| 58 |
|
|
| — |
|
|
| — |
|
Specialty Brands Holdings, LLC (18) |
| Restaurants |
|
|
| 6/29/2018 |
|
|
|
| 1,232 |
|
|
| — |
|
|
| — |
|
SPST Holdings, LLC (10)(13)(18) |
| Consumer products and services |
|
|
| 10/31/2017 |
|
|
|
| 215,827 |
|
|
| 216 |
|
|
| — |
|
Urology Management Associates, LLC (18) |
| Healthcare |
|
|
| 8/31/2018 |
|
|
|
| 769 |
|
|
| 769 |
|
|
| 830 |
|
Wheels Up Partners, LLC (10)(13)(18) |
| Transportation |
|
|
| 1/31/2014 |
|
|
|
| 1,000,000 |
|
|
| 1,000 |
|
|
| 1,969 |
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 4,048 |
|
| $ | 2,989 |
| ||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.18% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtus Pharmaceuticals, LLC (10)(13)(18) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 8,275 |
|
| $ | 127 |
|
| $ | — |
|
Virtus Pharmaceuticals, LLC (10)(13)(17) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 232 |
|
|
| 244 |
|
|
| 269 |
|
Virtus Pharmaceuticals, LLC (10)(13)(17) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 590 |
|
|
| 590 |
|
|
| — |
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 961 |
|
| $ | 269 |
| ||
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC (10)(13)(18)(19) |
| Energy / utilities |
|
|
| 2/28/2014 |
|
|
|
| 618,868 |
|
| $ | 619 |
|
| $ | — |
|
Igloo Products Corp. (18) |
| Consumer products and services |
|
|
| 4/30/2014 |
|
|
|
| 1,902 |
|
|
| 1,716 |
|
| $ | — |
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 2,335 |
|
| $ | — |
| ||
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.47% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MeriCal, LLC (10) (12) (17) |
| Consumer products and services |
|
|
| 9/30/2016 |
|
|
|
| 521 |
|
| $ | 505 |
|
| $ | 371 |
|
MeriCal, LLC (10) (12) (18) |
| Consumer products and services |
|
|
| 9/30/2016 |
|
|
|
| 5,334 |
|
|
| 10 |
|
|
| — |
|
Sciens Building Solutions, LLC (10) (17) |
| Business services |
|
|
| 7/12/2017 |
|
|
|
| 194 |
|
|
| 213 |
|
|
| 360 |
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
|
| 728 |
|
| $ | 731 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
|
| 10,561 |
|
|
| 3,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these consolidated financial statements.
11
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019March 31, 2020
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |||
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
|
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||||
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
|
| 10,663 |
|
|
| 6,223 |
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC (14) |
| Energy / utilities |
|
|
| 2/28/2014 |
|
|
|
| 501,159 |
|
| $ | 175 |
|
| $ | — |
| ||||||||||||||||||||
Allied Wireline Services, LLC (13)(19) |
| Energy / utilities |
|
|
| 2/28/2014 |
|
|
|
| 501,159 |
|
| $ | 175 |
|
| $ | — |
| ||||||||||||||||||||
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 175 |
|
| $ | — |
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 175 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal warrants |
|
|
|
|
| $ | 175 |
|
| $ | — |
|
|
|
|
|
|
|
| Subtotal warrants |
|
|
|
|
| $ | 175 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.43% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—2.08% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.23% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Freeport Financial SBIC Fund LP (15)(22) |
| Financial services |
|
|
| 6/14/2013 |
|
|
|
|
|
|
| $ | 2,957 |
|
| $ | 3,129 |
| ||||||||||||||||||||
—1.84% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Freeport Financial SBIC Fund LP (14)(21) |
| Financial services |
|
|
| 6/14/2013 |
|
|
|
|
|
|
| $ | 2,958 |
|
| $ | 2,855 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,957 |
|
| $ | 3,129 |
|
|
|
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,958 |
|
| $ | 2,855 |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.20% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Gryphon Partners 3.5, L.P. (15)(22) |
| Financial services |
|
|
| 11/20/2012 |
|
|
|
|
|
|
| $ | 417 |
|
| $ | 512 |
| ||||||||||||||||||||
—0.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Gryphon Partners 3.5, L.P. (14)(21) |
| Financial services |
|
|
| 11/20/2012 |
|
|
|
|
|
|
| $ | 399 |
|
| $ | 370 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
| $ | 417 |
|
| $ | 512 |
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
| $ | 399 |
|
| $ | 370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 3,374 |
|
| $ | 3,641 |
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 3,357 |
|
| $ | 3,225 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-controlled/non-affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—102.04% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 276,994 |
|
| $ | 260,282 |
| ||||||||||||||||||||
—140.87% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 264,447 |
|
| $ | 218,219 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlled investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—56.16% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—63.64% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—18.58% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
—24.3% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—3.10% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. (16)(20) |
| Energy / utilities |
| 12.6% (LIBOR + 10.3% PIK) |
| 7/1/2016 |
| 12/31/2020 |
| $ | 9,707 |
|
| $ | 7,307 |
|
| $ | 728 |
| ||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. (16)(20) |
| Energy / utilities |
| 14.3% (LIBOR + 12.0%) |
| 7/1/2016 |
| 12/31/2020 |
|
| 2,248 |
|
|
| 1,053 |
|
|
| — |
| ||||||||||||||||||||
—5.18% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. (15)(19) |
| Energy / utilities |
| 12.1% (LIBOR + 10.3% PIK) |
| 7/1/2016 |
| 12/31/2020 |
| $ | 10,327 |
|
| $ | 7,307 |
|
| $ | — |
| ||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. (15)(19) |
| Energy / utilities |
| 13.9% (LIBOR + 12.0% PIK) |
| 7/1/2016 |
| 12/31/2020 |
|
| 2,412 |
|
|
| 1,053 |
|
|
| — |
|
See accompanying notes to these consolidated financial statements.
12
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019March 31, 2020
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| ||
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| Energy / utilities |
| 12.4% (LIBOR+ 10.3% PIK) |
| 1/17/2017 |
| 12/31/2020 |
|
| 7,200 |
|
|
| 6,150 |
|
|
| 7,200 |
| |
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 19,155 |
|
| $ | 14,510 |
|
| $ | 7,928 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—15.47% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (16) |
| Industrials and manufacturing |
| 11.5% (LIBOR + 9.5%) (7.5% Cash + 4.0% PIK) |
| 3/16/2016 |
| 6/30/2022 |
| $ | 19,678 |
|
| $ | 19,678 |
|
| $ | 19,678 |
|
OEM Group, LLC (16) |
| Industrials and manufacturing |
| 11.5% (LIBOR + 9.5%) (7.5% Cash + 4.0% PIK) |
| 3/16/2016 |
| 6/30/2022 |
|
| 9,395 |
|
|
| 9,395 |
|
|
| 9,395 |
|
OEM Group, LLC (16) |
| Industrials and manufacturing |
| 11.5% (LIBOR + 9.5%) (7.5% Cash + 4.0% PIK) |
| 6/26/2018 |
| 6/30/2022 |
|
| 10,388 |
|
|
| 10,267 |
|
|
| 10,388 |
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 39,461 |
|
| $ | 39,340 |
|
| $ | 39,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 58,616 |
|
| $ | 53,850 |
|
| $ | 47,389 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—5.93% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loadmaster Derrick & Equipment, Inc. (16)(18) |
| Energy / utilities |
|
|
| 7/1/2016 |
|
|
|
| 12,131 |
|
|
| 1,114 |
|
|
| — |
|
Loadmaster Derrick & Equipment, Inc. (16)(19) |
| Energy / utilities |
|
|
| 12/21/2016 |
|
|
|
| 2,956 |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 1,114 |
|
| $ | — |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (12)(13)(16)(21) |
| Industrials and manufacturing |
|
|
| 3/16/2016 |
|
|
|
| 10,000 |
|
| $ | 8,890 |
|
| $ | — |
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 8,890 |
|
| $ | — |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—5.93% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C&K Market, Inc. (16)(19) |
| Retail & grocery |
|
|
| 11/3/2010 |
|
|
|
| 1,992,365 |
|
| $ | 2,270 |
|
| $ | 5,174 |
|
C&K Market, Inc. (16)(18) |
| Retail & grocery |
|
|
| 11/3/2010 |
| 7/1/2024 |
|
| 1,992,365 |
|
|
| 10,956 |
|
|
| 9,962 |
|
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
| $ | 13,226 |
|
| $ | 15,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
| $ | 23,230 |
|
| $ | 15,136 |
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—31.65% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| Energy / utilities |
| 12.4% (LIBOR+ 10.3% PIK) |
| 1/17/2017 |
| 12/31/2020 |
|
| 8,645 |
|
|
| 7,032 |
|
|
| 8,040 |
| |
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 21,384 |
|
| $ | 15,392 |
|
| $ | 8,040 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—19.12% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (15)(19) |
| Industrials and manufacturing |
| 10.5% (LIBOR + 9.5%) (6.5% Cash + 4.0% PIK) |
| 3/16/2016 |
| 6/30/2022 |
| $ | 20,081 |
|
| $ | 19,879 |
|
| $ | 1,776 |
|
OEM Group, LLC (15)(19) |
| Industrials and manufacturing |
| 10.5% (LIBOR + 9.5%) (6.5% Cash + 4.0% PIK) |
| 3/16/2016 |
| 6/30/2022 |
|
| 9,588 |
|
|
| 9,492 |
|
|
| 9,588 |
|
OEM Group, LLC (15)(19) |
| Industrials and manufacturing |
| 10.5% (LIBOR + 9.5%) (6.5% Cash + 4.0% PIK) |
| 6/26/2018 |
| 6/30/2022 |
|
| 18,236 |
|
|
| 17,852 |
|
|
| 18,236 |
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 47,905 |
|
| $ | 47,223 |
|
| $ | 29,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 69,289 |
|
| $ | 62,615 |
|
| $ | 37,640 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—9.49% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loadmaster Derrick & Equipment, Inc. (15)(17) |
| Energy / utilities |
|
|
| 7/1/2016 |
|
|
|
| 2,956 |
|
|
| 1,114 |
|
|
| — |
|
Loadmaster Derrick & Equipment, Inc. (15)(18) |
| Energy / utilities |
|
|
| 12/21/2016 |
|
|
|
| 12,131 |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 1,114 |
|
| $ | — |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (10)(12)(15)(19)(20) |
| Industrials and manufacturing |
|
|
| 3/16/2016 |
|
|
|
| 10,000 |
|
| $ | 8,890 |
|
| $ | — |
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 8,890 |
|
| $ | — |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—9.49% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C&K Market, Inc. (15)(18) |
| Retail & grocery |
|
|
| 11/3/2010 |
|
|
|
| 1,992,365 |
|
| $ | 2,271 |
|
| $ | 4,744 |
|
C&K Market, Inc. (15)(17) |
| Retail & grocery |
|
|
| 11/3/2010 |
| 7/1/2024 |
|
| 1,992,365 |
|
|
| 10,956 |
|
|
| 9,962 |
|
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
| $ | 13,227 |
|
| $ | 14,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
| $ | 23,231 |
|
| $ | 14,706 |
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—29.85% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these consolidated financial statements.
13
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019March 31, 2020
(dollar amounts in thousands)
(unaudited)
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |||
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
|
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
—31.65% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
THL Credit Logan JV LLC (12)(15)(16)(17)(19)(22) |
| Investment funds and vehicles |
|
|
| 12/3/2014 |
|
|
|
| — |
|
| $ | 93,089 |
|
| $ | 80,731 |
| ||||||||||||||||||||
—29.85% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
THL Credit Logan JV LLC (10)(14)(15)(16)(18)(21) |
| Investment funds and vehicles |
|
|
| 12/3/2014 |
|
|
|
|
|
|
| $ | 92,273 |
|
| $ | 46,236 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
|
| 93,089 |
|
|
| 80,731 |
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
|
| 92,273 |
|
|
| 46,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 93,089 |
|
| $ | 80,731 |
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 92,273 |
|
| $ | 46,236 |
| ||||
Total controlled investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—56.16% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 170,169 |
|
| $ | 143,256 |
| ||||||||||||||||||||
—63.64% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 178,119 |
|
| $ | 98,582 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THL Credit Greenway Fund LLC (12)(15)(19)(22) |
| Investment funds and vehicles |
|
|
| 1/27/2011 |
|
|
|
|
|
|
| $ | — |
|
| $ | 1 |
| ||||||||||||||||||||
THL Credit Greenway Fund II LLC (12)(15)(19)(22) |
| Investment funds and vehicles |
|
|
| 3/1/2013 |
|
|
|
|
|
|
|
| 2 |
|
|
| 3 |
| ||||||||||||||||||||
THL Credit Greenway Fund LLC (10)(14)(18)(21) |
| Investment funds and vehicles |
|
|
| 1/27/2011 |
|
|
|
|
|
|
| $ | 1 |
|
| $ | 1 |
| ||||||||||||||||||||
THL Credit Greenway Fund II LLC (10)(14)(18)(21) |
| Investment funds and vehicles |
|
|
| 3/1/2013 |
|
|
|
|
|
|
|
| 1 |
|
|
| 3 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 2 |
|
| $ | 4 |
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 2 |
|
| $ | 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 2 |
|
| $ | 4 |
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 2 |
|
| $ | 4 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-controlled/affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2 |
|
| $ | 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2 |
|
| $ | 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments—158.21% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 447,165 |
|
| $ | 403,542 |
| ||||||||||||||||||||
Total investments—204.51% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 442,568 |
|
| $ | 316,805 |
|
(1) | All debt investments are income-producing, unless otherwise noted. Equity and member interests are non-income-producing unless otherwise noted. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended, or the Securities Act. Its investments are therefore generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. |
(2) | All investments are pledged as collateral under the Revolving Facility. |
(3) | As of |
See accompanying notes to these consolidated financial statements.
14
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
March 31, 2020
(dollar amounts in thousands)
(unaudited)
14
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
September 30, 2019
(dollar amounts in thousands)
(unaudited)
current prime rate or federal funds rate. Each of LIBOR and ABR |
(5) | Principal includes accumulated PIK interest and is net of repayments. |
(6) | Unless otherwise indicated, all investments are valued using significant unobservable inputs. Refer to Level 3 fair value measurements quantitative information table in Note 3 of the Consolidated Financial Statements for further detail. |
(7) | Foreign company or foreign co-borrower at the time of investment and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. |
|
|
| Company pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
| The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. |
| Member interests of limited liability companies are the equity equivalents of the stock of corporations. |
(11) | At the option of the issuer, interest can be paid in cash or cash and PIK. The percentage of PIK shown is the maximum PIK that can be elected by the company. |
|
|
| Equity ownership may be held in shares or units of companies related to the portfolio company. |
| Interest held by a wholly owned subsidiary of THL Credit, Inc. |
| Not a qualifying asset under Section 55(a) of the 1940 Act. |
| As defined in Section 2(a)(9) of the 1940 Act, the Company is deemed to control this portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities. See Schedule 12-14 in the accompanying notes to the consolidated financial statements for transactions for the |
| On December 3, 2014, the Company entered into an agreement with Perspecta (as described in Note 3 hereto) to create THL Credit Logan JV LLC, or Logan JV, a joint venture, which invests primarily in senior secured first lien term loans. All Logan JV investment decisions must be unanimously approved by the Logan JV investment committee consisting of one representative from each of the Company and Perspecta. Although the Company owns more than 25% of the voting securities of Logan JV, the Company does not believe that it has control over Logan JV (other than for purposes of the 1940 Act or otherwise). |
| Preferred stock. |
| Common stock and member interest. |
| Loan was on non-accrual as of |
| Includes $577 of cost and $0 of fair value related to a non-controlling interest as a result of consolidating a blocker corporation that holds equity in OEM Group, LLC as of |
| Investment is measured at fair value using net asset value. |
| Company pays 0.38% unfunded commitment fee on revolving loan facility. |
| Investment previously known as Rollins Enterprises LLC. |
| Company pays 1.00% unfunded commitment fee on delayed draw term loan facility. |
| Company pays 0.25% unfunded commitment fee on revolving loan facility. |
See accompanying notes to these consolidated financial statements.
15
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 20182019
(dollar amounts in thousands)
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
|
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||
Non-controlled/non-affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—105.99% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—93.34% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—4.93% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fairstone Financial Inc. (7)(22) |
| Financial services |
| 9.2% (CDOR + 7.0%) |
|
| 3/31/2017 |
| 3/31/2023 |
| $ | 14,643 |
|
| $ | 15,001 |
|
| $ | 14,570 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal Canada |
| $ | 14,643 |
|
| $ | 15,001 |
|
| $ | 14,570 |
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—7.77% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-800 Hansons, LLC (27) |
| Consumer products and services |
| 9.3% (LIBOR + 6.5%) |
|
| 10/19/2017 |
| 10/19/2022 |
| $ | 3,892 |
|
| $ | 3,837 |
|
| $ | 3,600 |
| |
1-800 Hansons, LLC (9) (27) |
| Consumer products and services |
| 9.3% (LIBOR + 6.5%) |
|
| 10/19/2017 |
| 10/19/2022 |
|
| 209 |
|
|
| 205 |
|
|
| 194 |
| |
Home Partners of America, Inc. (15) |
| Financial services |
| 8.8% (LIBOR + 6.3%) |
|
| 10/13/2016 |
| 10/13/2022 |
|
| 7,810 |
|
|
| 7,712 |
|
|
| 7,888 |
| |
Home Partners of America, Inc. (15) (9) |
| Financial services |
| 8.8% (LIBOR + 6.3%) |
|
| 10/13/2016 |
| 10/13/2022 |
|
| — |
|
|
| — |
|
|
| — |
| |
Matilda Jane Holdings, Inc. |
| Consumer products and services |
| 11.0% (LIBOR + 8.5%) |
|
| 4/28/2017 |
| 4/28/2022 |
|
| 11,408 |
|
|
| 11,235 |
|
|
| 11,294 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal midwest |
| $ | 23,319 |
|
| $ | 22,989 |
|
| $ | 22,976 |
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—16.99% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Toys, LLC |
| Consumer products and services |
| 12.8% (LIBOR + 10.0%) |
|
| 6/30/2014 |
| 8/15/2019 |
| $ | 9,186 |
|
| $ | 9,159 |
|
| $ | 7,716 |
| |
Anexinet Corp. |
| IT services |
| 9.0% (LIBOR + 6.5%) |
|
| 7/28/2017 |
| 7/28/2022 |
|
| 16,521 |
|
|
| 16,283 |
|
|
| 15,861 |
| |
HealthDrive Corporation |
| Healthcare |
| 8.6% (LIBOR + 5.8%) |
|
| 12/21/2018 |
| 12/21/2023 |
|
| 10,000 |
|
|
| 9,901 |
|
|
| 9,900 |
| |
HealthDrive Corporation (9) (10) |
| Healthcare |
| 8.6% (LIBOR + 5.8%) |
|
| 12/21/2018 |
| 12/21/2023 |
|
| — |
|
|
| (18 | ) |
|
| — |
| |
smarTours, LLC |
| Consumer products and services |
| 9.6% (LIBOR + 6.8%) |
|
| 10/31/2017 |
| 10/31/2022 |
|
| 5,876 |
|
|
| 5,785 |
|
|
| 5,876 |
| |
smarTours, LLC (9)(10) |
| Consumer products and services |
| 9.6% (LIBOR + 6.8%) |
|
| 10/31/2017 |
| 10/31/2022 |
|
| — |
|
|
| (12 | ) |
|
| — |
| |
Urology Management Associates, LLC |
| Healthcare |
| 7.5% (LIBOR+ 5.0%) |
|
| 8/31/2018 |
| 8/31/2024 |
|
| 5,072 |
|
|
| 4,988 |
|
|
| 4,983 |
| |
Women's Health USA, Inc. |
| Healthcare |
| 8.3% (LIBOR + 5.8%) |
|
| 10/9/2018 |
| 10/9/2023 |
|
| 5,941 |
|
|
| 5,939 |
|
|
| 5,911 |
| |
Women's Health USA, Inc.(9) (10) |
| Healthcare |
| 8.3% (LIBOR + 5.8%) |
|
| 10/9/2018 |
| 10/9/2023 |
|
| — |
|
|
| (18 | ) |
|
| — |
| |
Women's Health USA, Inc. |
| Healthcare |
| 8.3% (LIBOR + 5.8%) |
|
| 10/9/2018 |
| 10/9/2023 |
|
| — |
|
|
| — |
|
|
| — |
| |
|
|
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 52,596 |
|
| $ | 52,007 |
|
| $ | 50,247 |
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—8.74% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| �� |
|
|
|
|
|
|
Virtus Pharmaceuticals, LLC |
| Healthcare |
| 12.0% (8) |
|
| 7/17/2014 |
| 7/17/2019 |
| $ | 24,013 |
|
| $ | 23,937 |
|
| $ | 23,352 |
| |
Whitney, Bradley & Brown, Inc. |
| Business services |
| 11.5% (LIBOR + 9.0%) |
|
| 10/18/2017 |
| 10/18/2022 |
|
| 2,459 |
|
|
| 2,422 |
|
|
| 2,484 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 26,472 |
|
| $ | 26,359 |
|
| $ | 25,836 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—35.21% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
Non-controlled/non-affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—105.55% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—95.98% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.15% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PDFTron Systems Inc. (7) |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
| $ | 4,988 |
|
| $ | 4,944 |
|
| $ | 4,938 |
|
PDFTron Systems Inc. (7)(9)(24) |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
|
| — |
|
|
| (10 | ) |
|
| — |
|
PDFTron Systems Inc. (7)(8)(9) |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 5/15/2019 |
| 5/15/2024 |
|
| — |
|
|
| (5 | ) |
|
| — |
|
|
|
|
|
|
|
|
| Subtotal Canada |
| $ | 4,988 |
|
| $ | 4,929 |
|
| $ | 4,938 |
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—9.52% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-800 Hansons, LLC |
| Consumer products and services |
| 9.4% (LIBOR + 7.5%) (8.4% Cash + 1.0% PIK) |
| 10/19/2017 |
| 10/19/2022 |
| $ | 3,755 |
|
| $ | 3,716 |
|
| $ | 3,529 |
|
1-800 Hansons, LLC (8) |
| Consumer products and services |
| 8.4% (LIBOR + 6.5%) |
| 10/19/2017 |
| 10/19/2022 |
|
| 209 |
|
|
| 206 |
|
|
| 197 |
|
IRC Opco LLC |
| Healthcare |
| 7.1% (LIBOR + 5.3%) |
| 1/4/2019 |
| 1/4/2024 |
|
| 5,400 |
|
|
| 5,359 |
|
|
| 5,400 |
|
IRC Opco LLC (8)(9) |
| Healthcare |
| 7.2% (LIBOR + 5.3%) |
| 1/4/2019 |
| 1/4/2024 |
|
| - |
|
|
| (6 | ) |
|
| - |
|
Matilda Jane Holdings, Inc. |
| Consumer products and services |
| 10.3% (LIBOR + 8.5%) |
| 4/28/2017 |
| 4/28/2022 |
|
| 11,427 |
|
|
| 11,305 |
|
|
| 9,713 |
|
Perforce Software (26) |
| IT services |
| 6.3% (LIBOR + 4.5%) |
| 11/13/2019 |
| 7/1/2026 |
|
| 2,993 |
|
|
| 2,970 |
|
|
| 2,998 |
|
|
|
|
|
|
|
|
| Subtotal midwest |
| $ | 23,784 |
|
| $ | 23,550 |
|
| $ | 21,837 |
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—27.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3SI Security Systems |
| Business services |
| 7.7% (LIBOR + 5.8%) |
| 12/17/2019 |
| 6/16/2023 |
| $ | 4,126 |
|
| $ | 4,085 |
|
| $ | 4,084 |
|
Cambrex Corporation (26) |
| Healthcare |
| 6.7% (LIBOR + 5.0%) |
| 11/22/2019 |
| 12/4/2026 |
|
| 3,000 |
|
|
| 2,941 |
|
|
| 2,998 |
|
Certify, Inc. |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 1,544 |
|
|
| 1,523 |
|
|
| 1,528 |
|
Certify, Inc. (25) |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 105 |
|
|
| 103 |
|
|
| 104 |
|
Certify, Inc. (8) |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 2/28/2019 |
| 2/28/2024 |
|
| 11 |
|
|
| 10 |
|
|
| 11 |
|
Communication Technology Intermediate (7) |
| Business services |
| 7.9% (LIBOR + 6.0%) |
| 8/26/2019 |
| 8/26/2024 |
|
| 8,092 |
|
|
| 7,938 |
|
|
| 7,939 |
|
Communication Technology Intermediate (7)(8) |
| Business services |
| 7.9% (LIBOR + 6.0%) |
| 8/26/2019 |
| 8/26/2024 |
|
| 304 |
|
|
| 290 |
|
|
| 304 |
|
Guidehouse LLP (26) |
| Business services |
| 6.3% (LIBOR + 4.5%) |
| 11/13/2019 |
| 5/1/2025 |
|
| 2,992 |
|
|
| 2,970 |
|
|
| 2,976 |
|
HealthDrive Corporation |
| Healthcare |
| 7.6% (LIBOR + 5.8%) |
| 12/21/2018 |
| 12/21/2023 |
|
| 9,900 |
|
|
| 9,821 |
|
|
| 9,900 |
|
HealthDrive Corporation (8)(9) |
| Healthcare |
| 7.6% (LIBOR + 5.8%) |
| 12/21/2018 |
| 12/21/2023 |
|
| — |
|
|
| (14 | ) |
|
| — |
|
Helios Software Holdings Inc. (26) |
| IT services |
| 6.2% (LIBOR + 4.3%) |
| 11/25/2019 |
| 10/1/2025 |
|
| 3,000 |
|
|
| 2,974 |
|
|
| 2,984 |
|
Simplicity Financial Marketing Holdings Inc. |
| Financial services |
| 7.6% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| 3,464 |
|
|
| 3,413 |
|
|
| 3,395 |
|
See accompanying notes to these consolidated financial statements.
16
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 20182019
(dollar amounts in thousands)
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
|
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||
| Energy / utilities |
| 12.0% (LIBOR + 9.5%) |
|
| 2/28/2014 |
| 6/30/2020 |
| $ | 9,902 |
|
| $ | 9,903 |
|
| $ | 9,902 |
| ||
Hart InterCivic, Inc. |
| IT services |
| 13.3% (LIBOR + 10.5%) |
|
| 3/31/2016 |
| 3/31/2019 |
|
| 24,717 |
|
|
| 24,676 |
|
|
| 24,964 |
| |
Holland Intermediate Acquisition Corp. |
| Energy / utilities |
| 11.8% (LIBOR + 9.0%) |
|
| 5/29/2013 |
| 5/29/2020 |
|
| 21,323 |
|
|
| 21,323 |
|
|
| 19,191 |
| |
Holland Intermediate Acquisition Corp. (9) |
| Energy / utilities |
| 11.8% (LIBOR + 9.0%) |
|
| 5/29/2013 |
| 5/29/2020 |
|
| — |
|
|
| — |
|
|
| — |
| |
Igloo Products Corp. |
| Consumer products and services |
| 12.7% (LIBOR+ 10.3%) |
|
| 3/28/2014 |
| 3/28/2020 |
|
| 24,636 |
|
|
| 24,506 |
|
|
| 23,404 |
| |
LAI International, Inc. |
| Industrials and manufacturing |
| 11.6% (8) |
|
| 10/22/2014 |
| 10/22/2019 |
|
| 21,666 |
|
|
| 21,581 |
|
|
| 16,249 |
| |
LAI International, Inc. (9) |
| Industrials and manufacturing |
| 9.7% (LIBOR+ 7.2%) (8) |
|
| 10/22/2014 |
| 10/22/2019 |
|
| 4,445 |
|
|
| 4,445 |
|
|
| 3,334 |
| |
LAI International, Inc. (9) |
| Industrials and manufacturing |
| 12.3% (8) |
|
| 4/24/2017 |
| 10/22/2019 |
|
| 3,956 |
|
|
| 3,931 |
|
|
| 2,967 |
| |
LAI International, Inc. |
| Industrials and manufacturing |
| 19.7% (LIBOR+ 17.2%) (9.7% Cash + 10.0% PIK) (8) |
|
| 10/12/2018 |
| 10/22/2019 |
|
| 4,090 |
|
|
| 4,090 |
|
|
| 4,090 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 114,735 |
|
| $ | 114,455 |
|
| $ | 104,101 |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—19.70% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Evergreen Services Group, LLC |
| IT services |
| 8.7% (LIBOR + 6.0%) |
|
| 11/13/2018 |
| 6/6/2023 |
| $ | 9,500 |
|
| $ | 9,408 |
|
| $ | 9,405 |
| |
Gener8, LLC |
| Business services |
| 8.0% (LIBOR + 5.5%) |
|
| 8/14/2018 |
| 8/14/2023 |
|
| 5,985 |
|
|
| 5,902 |
|
|
| 5,925 |
| |
Gener8, LLC (9) |
| Business services |
| 8.0% (LIBOR + 5.5%) |
|
| 8/14/2018 |
| 8/14/2023 |
|
| 550 |
|
|
| 529 |
|
|
| 550 |
| |
It's Just Lunch International LLC |
| Media, entertainment and leisure |
| 11.0% (LIBOR + 8.5%) |
|
| 7/28/2016 |
| 7/28/2021 |
|
| 5,500 |
|
|
| 5,442 |
|
|
| 5,500 |
| |
MeriCal, LLC |
| Consumer products and services |
| 8.6% (LIBOR+ 5.8%) |
|
| 11/16/2018 |
| 11/16/2021 |
|
| 7,566 |
|
|
| 7,566 |
|
|
| 7,566 |
| |
NCP Investor Inc |
| Healthcare |
| 7.9% (LIBOR + 5.5%) |
|
| 10/19/2018 |
| 10/19/2023 |
|
| 7,233 |
|
|
| 7,129 |
|
|
| 7,125 |
| |
NCP Investor Inc (9) (10) |
| Healthcare |
| 7.9% (LIBOR + 5.5%) |
|
| 10/19/2018 |
| 10/19/2023 |
|
| — |
|
|
| (14 | ) |
|
| — |
| |
Rollins Enterprises LLC |
| Consumer products and services |
| 8.0% (LIBOR + 5.5%) |
|
| 10/2/2018 |
| 10/2/2023 |
|
| 7,976 |
|
|
| 7,844 |
|
|
| 7,837 |
| |
Rollins Enterprises LLC (9) (10) |
| Consumer products and services |
| 8.0% (LIBOR + 5.5%) |
|
| 10/2/2018 |
| 10/2/2023 |
|
| — |
|
|
| (28 | ) |
|
| — |
| |
Sciens Building Solutions, LLC |
| Business services |
| 8.6% (LIBOR + 5.8%) |
|
| 2/2/2017 |
| 2/2/2022 |
|
| 9,440 |
|
|
| 9,318 |
|
|
| 9,392 |
| |
Sciens Building Solutions, LLC (9) (10) |
| Business services |
| 8.6% (LIBOR + 5.8%) |
|
| 2/2/2017 |
| 2/2/2022 |
|
| — |
|
|
| (33 | ) |
|
| — |
| |
SRS Acquiom Holdings LLC |
| Financial services |
| 8.4% (LIBOR + 6.0%) |
|
| 11/8/2018 |
| 11/8/2024 |
|
| 5,000 |
|
|
| 4,951 |
|
|
| 4,950 |
| |
SRS Acquiom Holdings LLC (10)(28) |
| Financial services |
| 8.4% (LIBOR + 6.0%) |
|
| 11/8/2018 |
| 11/8/2023 |
|
| — |
|
|
| (4 | ) |
|
| — |
| |
|
|
|
|
|
|
|
|
|
| Subtotal west |
| $ | 58,750 |
|
| $ | 58,010 |
|
| $ | 58,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 290,515 |
|
| $ | 288,821 |
|
| $ | 275,980 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second lien debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—6.72% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—4.04% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchants Capital Access, LLC (15) |
| Financial services |
| 13.3% (LIBOR + 10.5%) |
|
| 4/20/2015 |
| 4/20/2021 |
| $ | 12,000 |
|
| $ | 11,906 |
|
| $ | 11,940 |
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| Financial services |
| 7.6% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| — |
|
|
| (5 | ) |
|
| — |
| |
Simplicity Financial Marketing Holdings Inc. (24) |
| Financial services |
| 7.6% (LIBOR + 5.8%) |
| 9/13/2019 |
| 9/13/2024 |
|
| 173 |
|
|
| 166 |
|
|
| 170 |
|
smarTours, LLC |
| Consumer products and services |
| 8.7% (LIBOR + 6.8%) |
| 10/31/2017 |
| 10/31/2022 |
|
| 5,141 |
|
|
| 5,081 |
|
|
| 5,052 |
|
smarTours, LLC (8)(9) |
| Consumer products and services |
| 8.7% (LIBOR + 6.8%) |
| 10/31/2017 |
| 10/31/2022 |
|
| — |
|
|
| (9 | ) |
|
| — |
|
United Natural Foods Inc. (26) |
| Retail & grocery |
| 6.1% (LIBOR + 4.3%) |
| 11/13/2019 |
| 10/18/2025 |
|
| 3,000 |
|
|
| 2,456 |
|
|
| 2,578 |
|
Urology Management Associates, LLC |
| Healthcare |
| 6.5% (LIBOR + 5.0%) |
| 8/31/2018 |
| 8/31/2024 |
|
| 8,435 |
|
|
| 8,306 |
|
|
| 8,350 |
|
Women's Health USA, Inc. |
| Healthcare |
| 8.1% (LIBOR + 6.3%) |
| 10/9/2018 |
| 10/9/2023 |
|
| 7,113 |
|
|
| 7,096 |
|
|
| 7,113 |
|
Women's Health USA, Inc. (8)(9) |
| Healthcare |
| 8.1% (LIBOR + 6.3%) |
| 10/9/2018 |
| 10/9/2023 |
|
| — |
|
|
| (14 | ) |
|
| — |
|
WP CityMD Bidco, LLC (26) |
| Healthcare |
| 6.4% (LIBOR + 4.5%) |
| 11/13/2019 |
| 8/13/2026 |
|
| 3,000 |
|
|
| 2,970 |
|
|
| 3,009 |
|
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 63,400 |
|
| $ | 62,101 |
|
| $ | 62,495 |
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—4.65% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MB Medical Operations LLC (11) |
| Healthcare |
| 11.7% (LIBOR + 10.0%) (7.7% Cash + 4.0% PIK) |
| 12/13/2019 |
| 12/13/2024 |
| $ | 2,686 |
|
| $ | 2,619 |
|
| $ | 2,619 |
|
Whitney, Bradley & Brown, Inc. |
| Business services |
| 9.2% (LIBOR + 7.5%) |
| 10/18/2017 |
| 10/18/2022 |
|
| 7,972 |
|
|
| 7,919 |
|
|
| 8,052 |
|
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 10,658 |
|
| $ | 10,538 |
|
| $ | 10,671 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—22.09% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC |
| Energy / utilities |
| 11.3% (LIBOR + 9.5%) |
| 2/28/2014 |
| 6/30/2020 |
| $ | 9,632 |
|
| $ | 9,632 |
|
| $ | 8,668 |
|
BCDI Rodeo Dental Buyer, LLC |
| Healthcare |
| 6.9% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| 5,787 |
|
|
| 5,735 |
|
|
| 5,700 |
|
BCDI Rodeo Dental Buyer, LLC (8) |
| Healthcare |
| 6.8% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| 808 |
|
|
| 793 |
|
|
| 808 |
|
BCDI Rodeo Dental Buyer, LLC (8) |
| Healthcare |
| 6.9% (LIBOR + 5.0%) |
| 5/14/2019 |
| 5/14/2025 |
|
| — |
|
|
| — |
|
|
| — |
|
Holland Intermediate Acquisition Corp.(19) |
| Energy / utilities |
| 10.9% (LIBOR + 9.0%) |
| 5/29/2013 |
| 5/29/2020 |
|
| 21,323 |
|
|
| 21,323 |
|
|
| 6,823 |
|
Holland Intermediate Acquisition Corp. (8)(19) |
| Energy / utilities |
| 10.9% (LIBOR + 9.0%) |
| 5/29/2013 |
| 5/29/2020 |
|
| — |
|
|
| — |
|
|
| — |
|
Igloo Products Corp. |
| Consumer products and services |
| 12.0% (LIBOR + 10.0%) (11.3% Cash + 0.8% PIK) |
| 3/28/2014 |
| 3/28/2023 |
|
| 21,423 |
|
|
| 21,401 |
|
|
| 20,566 |
|
Riveron Acquisition Holdings, Inc. |
| Business services |
| 7.9% (LIBOR + 6.0%) |
| 5/22/2019 |
| 5/22/2025 |
|
| 8,260 |
|
|
| 8,114 |
|
|
| 8,116 |
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 67,233 |
|
| $ | 66,998 |
|
| $ | 50,681 |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—30.33% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABC Legal Services, Inc. |
| Business services |
| 7.4% (LIBOR + 5.3%) |
| 6/21/2019 |
| 6/21/2024 |
| $ | 7,255 |
|
| $ | 7,141 |
|
| $ | 7,182 |
|
ABC Legal Services, Inc. (8)(9) |
| Business services |
| 7.4% (LIBOR + 5.3%) |
| 6/21/2019 |
| 6/21/2024 |
|
| — |
|
|
| (10 | ) |
|
| — |
|
Abe Investment Holdings, Inc. (26) |
| Media, entertainment and leisure |
| 6.3% (LIBOR + 4.5%) |
| 11/13/2019 |
| 2/19/2026 |
|
| 2,992 |
|
|
| 2,926 |
|
|
| 3,006 |
|
Alpine SG, LLC |
| IT services |
| 8.4% (LIBOR + 6.5%) |
| 4/9/2019 |
| 11/16/2022 |
|
| 1,316 |
|
|
| 1,306 |
|
|
| 1,306 |
|
See accompanying notes to these consolidated financial statements.
17
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 20182019
(dollar amounts in thousands)
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
|
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||
|
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 12,000 |
|
| $ | 11,906 |
|
| $ | 11,940 |
| |
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.68% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MB Medical Operations LLC |
| Healthcare |
| 11.5% (LIBOR + 9.0%) |
|
| 12/7/2016 |
| 6/7/2022 |
| $ | 9,023 |
|
| $ | 8,910 |
|
| $ | 7,940 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 9,023 |
|
| $ | 8,910 |
|
| $ | 7,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal second lien debt |
| $ | 21,023 |
|
| $ | 20,816 |
|
| $ | 19,880 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.22% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.22% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martex Fiber Southern Corp. |
| Industrials and manufacturing |
| 16.5% (12.0% Cash + 4.5% PIK) (11) |
|
| 4/30/2012 |
| 6/30/2019 |
| $ | 9,365 |
|
| $ | 9,365 |
|
| $ | 6,556 |
| |
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 9,365 |
|
| $ | 9,365 |
|
| $ | 6,556 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal subordinated debt |
| $ | 9,365 |
|
| $ | 9,365 |
|
| $ | 6,556 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.32% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.18% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matilda Jane Holdings, Inc. (13)(18) |
| Consumer products and services |
|
|
|
|
| 4/28/2017 |
|
|
|
| 488,896 |
|
| $ | 489 |
|
| $ | 343 |
|
New Host Holdings, LLC (19)(29) |
| IT services |
|
|
|
|
| 12/27/2013 |
|
|
|
| 20,000 |
|
|
| 200 |
|
|
| - |
|
New Host Holdings, LLC (18)(29) |
| IT services |
|
|
|
|
| 12/27/2013 |
| 12/13/2020 |
|
| 1,800 |
|
|
| 1,800 |
|
|
| 196 |
|
|
|
|
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,489 |
|
| $ | 539 |
| ||
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.42% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Toys, LLC (12)(13)(14)(19) |
| Consumer products and services |
|
|
|
|
| 5/22/2015 |
|
|
|
| 153.85 |
|
| $ | 1,000 |
|
| $ | — |
|
Alex Toys, LLC (12)(13)(14) (18) |
| Consumer products and services |
|
|
|
|
| 6/22/2016 |
| 6/12/2021 |
|
| 121.18 |
|
|
| 888 |
|
|
| — |
|
Specialty Brands Holdings, LLC (18) |
| Restaurants |
|
|
|
|
| 6/29/2018 |
|
|
|
| 57.63 |
|
|
| — |
|
|
| — |
|
Specialty Brands Holdings, LLC (19) |
| Restaurants |
|
|
|
|
| 6/29/2018 |
|
|
|
| 1,232.27 |
|
|
| — |
|
|
| — |
|
SPST Holdings, LLC (12)(14)(19) |
| Consumer products and services |
|
|
|
|
| 10/31/2017 |
|
|
|
| 2,158.27 |
|
|
| 216 |
|
|
| 228 |
|
Urology Management Associates, LLC (19) |
| Healthcare |
|
|
|
|
| 8/31/2018 |
|
|
|
| 769.23 |
|
|
| 769 |
|
|
| 842 |
|
Wheels Up Partners, LLC (12)(14)(19) |
| Transportation |
|
|
|
|
| 1/31/2014 |
|
|
|
| 1,000,000.00 |
|
|
| 1,000 |
|
|
| 3,124 |
|
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 3,873 |
|
| $ | 4,194 |
| ||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.06% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtus Pharmaceuticals, LLC (12)(14)(19) |
| Healthcare |
|
|
|
|
| 3/31/2015 |
|
|
|
| 8,275.48 |
|
| $ | 127 |
|
| $ | - |
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| IT services |
| 8.4% (LIBOR + 6.5%) |
| 4/9/2019 |
| 11/16/2022 |
|
| 659 |
|
|
| 654 |
|
|
| 654 |
| |
EBS Intermediate LLC (23) |
| Consumer products and services |
| 6.8% (LIBOR + 5.0%) |
| 10/2/2018 |
| 10/2/2023 |
|
| 7,882 |
|
|
| 7,778 |
|
|
| 7,882 |
|
EBS Intermediate LLC (8)(9)(23) |
| Consumer products and services |
| 6.8% (LIBOR + 5.0%) |
| 10/2/2018 |
| 10/2/2023 |
|
| — |
|
|
| (22 | ) |
|
| — |
|
Evergreen Services Group, LLC |
| IT services |
| 7.9% (LIBOR + 6.0%) |
| 11/13/2018 |
| 6/6/2023 |
|
| 9,433 |
|
|
| 9,362 |
|
|
| 9,339 |
|
Gener8, LLC |
| Business services |
| 7.3% (LIBOR + 5.5%) |
| 8/14/2018 |
| 8/14/2023 |
|
| 5,925 |
|
|
| 5,860 |
|
|
| 5,925 |
|
Gener8, LLC (8)(9) |
| Business services |
| 7.3% (LIBOR + 5.5%) |
| 8/14/2018 |
| 8/14/2023 |
|
| — |
|
|
| (16 | ) |
|
| — |
|
It's Just Lunch International LLC |
| Media, entertainment and leisure |
| 10.3% (LIBOR + 8.5%) |
| 7/28/2016 |
| 7/28/2021 |
|
| 5,500 |
|
|
| 5,465 |
|
|
| 5,500 |
|
MeriCal, LLC |
| Consumer products and services |
| 7.7% (LIBOR + 5.8%) |
| 11/16/2018 |
| 11/16/2021 |
|
| 7,491 |
|
|
| 7,491 |
|
|
| 7,247 |
|
NCP Investor Inc |
| Healthcare |
| 7.4% (LIBOR + 5.5%) |
| 10/19/2018 |
| 10/19/2023 |
|
| 7,053 |
|
|
| 6,972 |
|
|
| 6,964 |
|
NCP Investor Inc (8)(9) |
| Healthcare |
| 7.4% (LIBOR + 5.5%) |
| 10/19/2018 |
| 10/19/2023 |
|
| — |
|
|
| (11 | ) |
|
| — |
|
Quest Software (26) |
| IT services |
| 6.2% (LIBOR + 4.3%) |
| 11/25/2019 |
| 5/16/2025 |
|
| 3,000 |
|
|
| 2,993 |
|
|
| 2,981 |
|
SolutionReach, Inc. |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 1/17/2019 |
| 1/17/2024 |
|
| 6,617 |
|
|
| 6,509 |
|
|
| 6,617 |
|
SolutionReach, Inc. (8)(9) |
| IT services |
| 7.6% (LIBOR + 5.8%) |
| 1/17/2019 |
| 1/17/2024 |
|
| — |
|
|
| (15 | ) |
|
| — |
|
SRS Acquiom Holdings LLC |
| Financial services |
| 7.6% (LIBOR + 5.8%) |
| 11/8/2018 |
| 11/8/2024 |
|
| 4,950 |
|
|
| 4,910 |
|
|
| 5,000 |
|
SRS Acquiom Holdings LLC (9)(22) |
| Financial services |
| 7.6% (LIBOR + 5.8%) |
| 11/8/2018 |
| 11/8/2023 |
|
| — |
|
|
| (3 | ) |
|
| — |
|
|
|
|
|
|
|
|
| Subtotal west |
| $ | 70,073 |
|
| $ | 69,290 |
|
| $ | 69,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 240,136 |
|
| $ | 237,406 |
|
| $ | 220,225 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second lien debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—5.23% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—5.23% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchants Capital Access, LLC (14) |
| Financial services |
| 12.4% (LIBOR + 10.5%) |
| 4/20/2015 |
| 4/20/2021 |
| $ | 12,000 |
|
| $ | 11,946 |
|
| $ | 12,000 |
|
|
|
|
|
|
|
|
| Subtotal northeast |
| $ | 12,000 |
|
| $ | 11,946 |
|
| $ | 12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal second lien debt |
| $ | 12,000 |
|
| $ | 11,946 |
|
| $ | 12,000 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.78% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.08% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matilda Jane Holdings, Inc. (12)(17) |
| Consumer products and services |
|
|
| 4/28/2017 |
|
|
|
| 488,896 |
|
| $ | 489 |
|
| $ | — |
|
See accompanying notes to these consolidated financial statements.
18
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 20182019
(dollar amounts in thousands)
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
|
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||
| Healthcare |
|
|
|
|
| 3/31/2015 |
|
|
|
| 231.82 |
|
|
| 244 |
|
|
| 181 |
| |
Virtus Pharmaceuticals, LLC (12)(14)(18) |
| Healthcare |
|
|
|
|
| 3/31/2015 |
|
|
|
| 589.76 |
|
|
| 590 |
|
|
| — |
|
|
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 961 |
|
| $ | 181 |
| ||
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.39% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC (12)(14)(19) |
| Energy / utilities |
|
|
|
|
| 2/28/2014 |
|
|
|
| 618,867.92 |
|
| $ | 619 |
|
| $ | 716 |
|
Dimont & Associates, Inc. (19) |
| Financial services |
|
|
|
|
| 3/14/2016 |
|
|
|
| 312.51 |
|
|
| 129 |
|
|
| — |
|
Igloo Products Corp. (19) |
| Consumer products and services |
|
|
|
|
| 4/30/2014 |
|
|
|
| 1,902.04 |
|
|
| 1,716 |
|
|
| 449 |
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 2,464 |
|
| $ | 1,165 |
| ||
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.27% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MeriCal, LLC (12) (13) (18) |
| Consumer products and services |
|
|
|
|
| 9/30/2016 |
|
|
|
| 520.77 |
|
| $ | 505 |
|
| $ | 594 |
|
MeriCal, LLC (12) (13) (19) |
| Consumer products and services |
|
|
|
|
| 9/30/2016 |
|
|
|
| 5,334.10 |
|
|
| 10 |
|
|
| — |
|
Sciens Building Solutions, LLC (12) (18) |
| Business services |
|
|
|
|
| 7/12/2017 |
|
|
|
| 170.39 |
|
|
| 170 |
|
|
| 197 |
|
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
|
| 685 |
|
| $ | 791 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
|
| 10,472 |
|
|
| 6,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.20% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.20% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC (14) |
| Energy / utilities |
|
|
|
|
| 2/28/2014 |
|
|
|
| 501,159.24 |
|
| $ | 175 |
|
| $ | 580 |
|
|
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 175 |
|
| $ | 580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal warrants |
|
|
|
|
| $ | 175 |
|
| $ | 580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.19% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.02% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freeport Financial SBIC Fund LP (15)(23) |
| Financial services |
|
|
|
|
| 6/14/2013 |
|
|
|
|
|
|
| $ | 2,957 |
|
| $ | 3,009 |
|
|
|
|
|
|
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,957 |
|
| $ | 3,009 |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.17% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gryphon Partners 3.5, L.P. (15)(23) |
| Financial services |
|
|
|
|
| 11/20/2012 |
|
|
|
|
|
|
| $ | 417 |
|
| $ | 502 |
|
|
|
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
| $ | 417 |
|
| $ | 502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| IT services |
|
|
| 12/27/2013 |
|
|
|
| 20,000 |
|
|
| 200 |
|
|
| — |
| |
New Host Holdings, LLC (17) |
| IT services |
|
|
| 12/27/2013 |
| 12/13/2020 |
|
| 1,800 |
|
|
| 1,800 |
|
|
| 196 |
|
|
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,489 |
|
| $ | 196 |
| ||
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.13% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex Toys, LLC (10)(12)(13)(18) |
| Consumer products and services |
|
|
| 5/22/2015 |
|
|
|
| 154 |
|
| $ | 1,000 |
|
| $ | — |
|
Alex Toys, LLC (10)(12)(13) (17) |
| Consumer products and services |
|
|
| 6/22/2016 |
| 6/12/2021 |
|
| 121 |
|
|
| 888 |
|
|
| — |
|
Certify, Inc. (18) |
| IT services |
|
|
| 2/28/2019 |
|
|
|
| 841 |
|
|
| 175 |
|
|
| 224 |
|
Specialty Brands Holdings, LLC (17) |
| Restaurants |
|
|
| 6/29/2018 |
|
|
|
| 58 |
|
|
| — |
|
|
| — |
|
Specialty Brands Holdings, LLC (18) |
| Restaurants |
|
|
| 6/29/2018 |
|
|
|
| 1,232 |
|
|
| — |
|
|
| — |
|
SPST Holdings, LLC (10)(13)(18) |
| Consumer products and services |
|
|
| 10/31/2017 |
|
|
|
| 215,827 |
|
|
| 216 |
|
|
| 171 |
|
Urology Management Associates, LLC (18) |
| Healthcare |
|
|
| 8/31/2018 |
|
|
|
| 769 |
|
|
| 769 |
|
|
| 1,022 |
|
Wheels Up Partners, LLC (10)(13)(18) |
| Transportation |
|
|
| 1/31/2014 |
|
|
|
| 1,000,000 |
|
|
| 1,000 |
|
|
| 3,480 |
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 4,048 |
|
| $ | 4,897 |
| ||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.13% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Virtus Pharmaceuticals, LLC (10)(13)(18) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 8,275 |
|
| $ | 127 |
|
| $ | — |
|
Virtus Pharmaceuticals, LLC (10)(13)(17) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 232 |
|
|
| 244 |
|
|
| 269 |
|
Virtus Pharmaceuticals, LLC (10)(13)(17) |
| Healthcare |
|
|
| 3/31/2015 |
|
|
|
| 590 |
|
|
| 590 |
|
|
| — |
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 961 |
|
| $ | 269 |
| ||
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.16% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC (10)(13)(18) |
| Energy / utilities |
|
|
| 2/28/2014 |
|
|
|
| 618,868 |
|
| $ | 619 |
|
| $ | — |
|
Igloo Products Corp. (18) |
| Consumer products and services |
|
|
| 4/30/2014 |
|
|
|
| 1,902 |
|
|
| 1,716 |
|
|
| 373 |
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 2,335 |
|
| $ | 373 |
| ||
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.28% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MeriCal, LLC (10) (12) (17) |
| Consumer products and services |
|
|
| 9/30/2016 |
|
|
|
| 521 |
|
| $ | 505 |
|
| $ | 284 |
|
MeriCal, LLC (10) (12) (18) |
| Consumer products and services |
|
|
| 9/30/2016 |
|
|
|
| 5,334 |
|
|
| 10 |
|
|
| — |
|
Sciens Building Solutions, LLC (10) (17) |
| Business services |
|
|
| 7/12/2017 |
|
|
|
| 194 |
|
|
| 213 |
|
|
| 360 |
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
|
| 728 |
|
| $ | 644 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
|
| 10,561 |
|
|
| 6,379 |
|
See accompanying notes to these consolidated financial statements.
19
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 20182019
(dollar amounts in thousands)
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
|
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 3,374 |
|
| $ | 3,511 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-controlled/non-affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—105.99% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 333,023 |
|
| $ | 313,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlled investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—56.72% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—13.96% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—2.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loadmaster Derrick & Equipment, Inc. (16)(20) |
| Energy / utilities |
| 11.9% (LIBOR + 10.3% PIK) |
|
| 7/1/2016 |
| 12/31/2020 |
| $ | 8,315 |
|
| $ | 7,307 |
|
| $ | 1,663 |
| |
Loadmaster Derrick & Equipment, Inc. (16)(20) |
| Energy / utilities |
| 13.7% (LIBOR+ 12.0% PIK) |
|
| 7/1/2016 |
| 12/31/2020 |
|
| 1,885 |
|
|
| 1,053 |
|
|
| — |
| |
Loadmaster Derrick & Equipment, Inc. (16)(20) |
| Energy / utilities |
| 12.7% (LIBOR + 10.3%) |
|
| 1/17/2017 |
| 12/31/2020 |
|
| 5,000 |
|
|
| 5,000 |
|
|
| 5,000 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 15,200 |
|
| $ | 13,360 |
|
| $ | 6,663 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—11.72% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (16) |
| Industrials and manufacturing |
| 12.0% (LIBOR + 9.5%) (8.0% Cash + 4.0% PIK) |
|
| 3/16/2016 |
| 6/30/2022 |
| $ | 19,091 |
|
| $ | 19,091 |
|
| $ | 19,091 |
| |
OEM Group, LLC (16) |
| Industrials and manufacturing |
| 12.0% (LIBOR + 9.5%) (8.0% Cash + 4.0% PIK) |
|
| 3/16/2016 |
| 6/30/2022 |
|
| 9,115 |
|
|
| 9,113 |
|
|
| 9,115 |
| |
OEM Group, LLC (16) |
| Industrials and manufacturing |
| 12.0% (LIBOR + 9.5%) (8.0% Cash + 4.0% PIK) |
|
| 6/26/2018 |
| 6/30/2022 |
|
| 6,424 |
|
|
| 6,271 |
|
|
| 6,424 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 34,630 |
|
| $ | 34,475 |
|
| $ | 34,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 49,830 |
|
| $ | 47,835 |
|
| $ | 41,293 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second lien debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.83% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.83% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copperweld Bimetallics LLC (16) |
| Industrials and manufacturing |
| 12.0% |
|
| 10/5/2016 |
| 10/5/2021 |
| $ | 5,415 |
|
| $ | 5,415 |
|
| $ | 5,415 |
| |
|
|
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 5,415 |
|
| $ | 5,415 |
|
| $ | 5,415 |
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Wireline Services, LLC (13) |
| Energy / utilities |
|
|
| 2/28/2014 |
|
|
|
| 501,159 |
|
| $ | 175 |
|
| $ | — |
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 175 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal warrants |
|
|
|
|
| $ | 175 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.56% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Midwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—1.35% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freeport Financial SBIC Fund LP (14)(21) |
| Financial services |
|
|
| 6/14/2013 |
|
|
|
|
|
|
| $ | 2,957 |
|
| $ | 3,092 |
|
|
|
|
|
|
|
|
| Subtotal midwest |
|
|
|
|
| $ | 2,957 |
|
| $ | 3,092 |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.21% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gryphon Partners 3.5, L.P. (14)(21) |
| Financial services |
|
|
| 11/20/2012 |
|
|
|
|
|
|
| $ | 399 |
|
| $ | 493 |
|
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
| $ | 399 |
|
| $ | 493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 3,356 |
|
| $ | 3,585 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-controlled/non-affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—105.55% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 263,444 |
|
| $ | 242,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlled investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—61.86% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—18.92% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—3.60% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loadmaster Derrick & Equipment, Inc. (15)(19) |
| Energy / utilities |
| 12.4% (LIBOR + 10.3% PIK) |
| 7/1/2016 |
| 12/31/2020 |
| $ | 9,707 |
|
| $ | 7,307 |
|
| $ | 728 |
|
Loadmaster Derrick & Equipment, Inc. (15)(19) |
| Energy / utilities |
| 14.1% (LIBOR + 12.0% PIK) |
| 7/1/2016 |
| 12/31/2020 |
|
| 2,248 |
|
|
| 1,053 |
|
|
| — |
|
See accompanying notes to these consolidated financial statements.
20
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 20182019
(dollar amounts in thousands)
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
|
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Subtotal second lien debt |
| $ | 5,415 |
|
| $ | 5,415 |
|
| $ | 5,415 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—12.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—6.51% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copperweld Bimetallics LLC (16)(18)(24) |
| Industrials and manufacturing |
|
|
|
|
| 10/5/2016 |
|
|
|
| 676.93 |
|
| $ | 3,501 |
|
| $ | 4,038 |
|
Copperweld Bimetallics LLC (16)(19) |
| Industrials and manufacturing |
|
|
|
|
| 10/5/2016 |
| 10/5/2021 |
|
| 609,230 |
|
|
| 8,950 |
|
|
| 15,244 |
|
Loadmaster Derrick & Equipment, Inc. (16)(18) |
| Energy / utilities |
|
|
|
|
| 7/1/2016 |
|
|
|
| 12,130.51 |
|
|
| 1,114 |
|
|
| — |
|
Loadmaster Derrick & Equipment, Inc. (16)(19) |
| Energy / utilities |
|
|
|
|
| 12/21/2016 |
|
|
|
| 2,955.60 |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 13,565 |
|
| $ | 19,282 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.57% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (12)(13)(16)(21) |
| Industrials and manufacturing |
|
|
|
|
| 3/16/2016 |
|
|
|
| 10,000 |
|
| $ | 8,890 |
|
| $ | 1,674 |
|
|
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 8,890 |
|
| $ | 1,674 |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—5.16% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C&K Market, Inc. (16)(19) |
| Retail & grocery |
|
|
|
|
| 11/3/2010 |
|
|
|
| 1,992,365 |
|
| $ | 2,271 |
|
| $ | 5,282 |
|
C&K Market, Inc. (16)(18) |
| Retail & grocery |
|
|
|
|
| 11/3/2010 |
| 7/1/2024 |
|
| 1,992,365 |
|
|
| 10,956 |
|
|
| 9,962 |
|
|
|
|
|
|
|
|
|
|
| Subtotal West |
|
|
|
|
| $ | 13,227 |
|
| $ | 15,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
| $ | 35,682 |
|
| $ | 36,200 |
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—28.69% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—28.69% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THL Credit Logan JV LLC (12)(15)(16)(17)(19)(23) |
| Investment funds and vehicles |
|
|
|
|
| 12/3/2014 |
|
|
|
| — |
|
| $ | 92,393 |
|
| $ | 84,825 |
|
|
|
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
|
| 92,393 |
|
|
| 84,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 92,393 |
|
| $ | 84,825 |
| ||
Total controlled investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—56.72% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 181,325 |
|
| $ | 167,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—4.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—4.08% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
| Energy / utilities |
| 12.4% (LIBOR+ 10.3% PIK) |
| 1/17/2017 |
| 12/31/2020 |
|
| 7,553 |
|
|
| 6,320 |
|
|
| 7,553 |
| |
|
|
|
|
|
|
|
| Subtotal southeast |
| $ | 19,508 |
|
| $ | 14,680 |
|
| $ | 8,281 |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—15.32% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (15) |
| Industrials and manufacturing |
| 11.3% (LIBOR + 9.5%) (7.3% Cash + 4.0% PIK) |
| 3/16/2016 |
| 6/30/2022 |
| $ | 19,879 |
|
| $ | 19,879 |
|
| $ | 13,916 |
|
OEM Group, LLC (15) |
| Industrials and manufacturing |
| 11.3% (LIBOR + 9.5%) (7.3% Cash + 4.0% PIK) |
| 3/16/2016 |
| 6/30/2022 |
|
| 9,492 |
|
|
| 9,492 |
|
|
| 6,644 |
|
OEM Group, LLC (15) |
| Industrials and manufacturing |
| 11.3% (LIBOR + 9.5%) (7.3% Cash + 4.0% PIK) |
| 6/26/2018 |
| 6/30/2022 |
|
| 14,562 |
|
|
| 14,414 |
|
|
| 14,562 |
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 43,933 |
|
| $ | 43,785 |
|
| $ | 35,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
| $ | 63,441 |
|
| $ | 58,465 |
|
| $ | 43,403 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—6.60% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loadmaster Derrick & Equipment, Inc. (15)(17) |
| Energy / utilities |
|
|
| 7/1/2016 |
|
|
|
| 2,956 |
|
|
| 1,114 |
|
|
| — |
|
Loadmaster Derrick & Equipment, Inc. (15)(18) |
| Energy / utilities |
|
|
| 12/21/2016 |
|
|
|
| 12,131 |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
| Subtotal southeast |
|
|
|
|
| $ | 1,114 |
|
| $ | — |
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OEM Group, LLC (10)(12)(15)(20) |
| Industrials and manufacturing |
|
|
| 3/16/2016 |
|
|
|
| 10,000 |
|
| $ | 8,890 |
|
| $ | — |
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | 8,890 |
|
| $ | — |
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—6.60% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C&K Market, Inc. (15)(18) |
| Retail & grocery |
|
|
| 11/3/2010 |
|
|
|
| 1,992,365 |
|
| $ | 2,270 |
|
| $ | 5,174 |
|
C&K Market, Inc. (15)(17) |
| Retail & grocery |
|
|
| 11/3/2010 |
| 7/1/2024 |
|
| 1,992,365 |
|
|
| 10,957 |
|
|
| 9,962 |
|
|
|
|
|
|
|
|
| Subtotal west |
|
|
|
|
| $ | 13,227 |
|
| $ | 15,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
| $ | 23,231 |
|
| $ | 15,136 |
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—36.34% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to these consolidated financial statements.
21
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 20182019
(dollar amounts in thousands)
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
|
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Charming Charlie LLC (20) (25) |
| Retail & grocery |
| 12.5% (LIBOR + 10%) (7.5% Cash + 5.0% PIK) |
|
| 4/24/2018 |
| 4/24/2023 |
| $ | 11,469 |
|
| $ | 11,063 |
|
| $ | 5,850 |
| |
Charming Charlie LLC (20) (25) |
| Retail & grocery |
| 12.5% (LIBOR + 10%) (3.5% Cash + 9.0% PIK) |
|
| 4/24/2018 |
| 4/24/2023 |
|
| 14,040 |
|
|
| 13,555 |
|
|
| 5,554 |
| |
Charming Charlie LLC (25)(26) |
| Retail & grocery |
|
|
|
|
| 4/24/2018 |
| 5/15/2019 |
|
| — |
|
|
| — |
|
|
| — |
|
Charming Charlie LLC (26) |
| Retail & grocery |
| 20.0% |
|
| 9/27/2018 |
| 5/15/2019 |
|
| 671 |
|
|
| 671 |
|
|
| 671 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal southwest |
| $ | 26,180 |
|
| $ | 25,289 |
|
| $ | 12,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal first lien senior secured debt |
|
| $ | 25,289 |
|
| $ | 12,075 |
| |||
Equity investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.16% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charming Charlie LLC (19) |
| Retail & grocery |
|
|
|
|
| 4/24/2018 |
|
|
|
| 128,307,716 |
|
| $ | — |
|
| $ | 464 |
|
|
|
|
|
|
|
|
|
|
| Subtotal southwest |
|
|
|
|
| $ | — |
|
| $ | 464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal equity |
|
|
|
|
| $ | — |
|
| $ | 464 |
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THL Credit Greenway Fund LLC (12)(15)(19)(23) |
| Investment funds and vehicles |
|
|
|
|
| 1/27/2011 |
|
|
|
|
|
|
| $ | 1 |
|
| $ | 1 |
|
THL Credit Greenway Fund II LLC (12)(15)(19)(23) |
| Investment funds and vehicles |
|
|
|
|
| 3/1/2013 |
|
|
|
|
|
|
|
| 2 |
|
|
| 3 |
|
|
|
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 3 |
|
| $ | 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 3 |
|
| $ | 4 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-controlled/affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—4.24% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 25,292 |
|
| $ | 12,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments—166.95% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 539,640 |
|
| $ | 493,653 |
|
|
|
|
|
|
| Initial |
| Maturity/ |
| Principal(5) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| Acquisition |
| Dissolution |
| No. of Shares / |
|
|
|
|
|
|
|
|
| |
Type of Investment/Portfolio company (1)(2)(3) |
| Industry |
| Interest Rate(4) |
| Date |
| Date |
| No. of Units |
|
| Amortized Cost |
|
| Fair Value (6) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
THL Credit Logan JV LLC (10)(14)(15)(16)(18)(21) |
| Investment funds and vehicles |
|
|
| 12/3/2014 |
|
|
|
|
|
|
| $ | 97,073 |
|
| $ | 83,393 |
|
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
|
| 97,073 |
|
|
| 83,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 97,073 |
|
| $ | 83,393 |
| ||
Total controlled investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—61.86% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 178,769 |
|
| $ | 141,932 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled/affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THL Credit Greenway Fund LLC (10)(14)(18)(21) |
| Investment funds and vehicles |
|
|
| 1/27/2011 |
|
|
|
|
|
|
| $ | — |
|
| $ | 1 |
|
THL Credit Greenway Fund II LLC (10)(14)(18)(21) |
| Investment funds and vehicles |
|
|
| 3/1/2013 |
|
|
|
|
|
|
|
| 2 |
|
|
| 3 |
|
|
|
|
|
|
|
|
| Subtotal northeast |
|
|
|
|
| $ | 2 |
|
| $ | 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subtotal investments in funds |
|
|
|
|
| $ | 2 |
|
| $ | 4 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-controlled/affiliated investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2 |
|
| $ | 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments—167.41% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 442,215 |
|
| $ | 384,125 |
|
(1) | All debt investments are income-producing, unless otherwise noted. Equity and member interests are non-income-producing unless otherwise noted. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended, or the Securities Act. Its investments are therefore generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. |
(2) | All investments are pledged as collateral under the Revolving Facility. |
22
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 2018
(dollar amounts in thousands)
See accompanying notes to these consolidated financial statements.
22
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 2019
(dollar amounts in thousands)
(5) | Principal includes accumulated PIK interest and is net of repayments. |
(6) | Unless otherwise indicated, all investments are valued using significant unobservable inputs. Refer to |
(7) | Foreign company or foreign co-borrower at the time of investment and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. |
|
|
| Company pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
| The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. |
| Member interests of limited liability companies are the equity equivalents of the stock of corporations. |
(11) | At the option of the issuer, interest can be paid in cash or cash and PIK. The percentage of PIK shown is the maximum PIK that can be elected by the company. |
|
|
| Equity ownership may be held in shares or units of companies related to the portfolio company. |
| Interest held by a |
| Not a qualifying asset under Section 55(a) of the 1940 Act. |
| As defined in Section 2(a)(9) of the 1940 Act, the Company is deemed to control this portfolio company because it owns more than 25% of the portfolio company’s outstanding voting securities. See Schedule 12-14 in the accompanying notes to the consolidated financial statements for transactions for the year ended December 31, |
| On December 3, 2014, the Company entered into an agreement with Perspecta (as described in Note 3 hereto) to create THL Credit Logan JV LLC, or Logan JV, a joint venture, which invests primarily in senior secured first lien term loans. All Logan JV investment decisions must be unanimously approved by the Logan JV investment committee consisting of one representative from each of the Company and Perspecta. Although the Company owns more than 25% of the voting securities of Logan JV, the Company does not believe that it has control over Logan JV (other than for purposes of the 1940 Act or otherwise). |
| Preferred stock. |
| Common stock and member interest. |
| Loan was on non-accrual as of December 31, |
| Includes $577 of cost and $0 of fair value related to a non-controlling interest as a result of consolidating a blocker corporation that holds equity in OEM Group, LLC as of December 31, |
|
|
| Investment is measured at fair value using net asset value. |
|
|
23
THL Credit, Inc. and Subsidiaries
Consolidated Schedules of Investments
December 31, 2018
(dollar amounts in thousands)
|
|
|
|
|
| Company pays 0.38% unfunded commitment fee on revolving loan facility. |
| Investment |
(24) | Company pays 1.00% unfunded commitment fee on delayed draw term loan facility. |
(25) | Company pays 0.25% unfunded commitment fee on revolving loan facility. |
(26) | Investments are valued using market quotations. Refer to Level 2 fair value measurements quantitative information table in Note 3 of the Consolidated Financial Statements for further detail. |
See accompanying notes to these consolidated financial statements.
THL Credit, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2019March 31, 2020
(in thousands, except per share data)
(unaudited)
THL Credit, Inc., or the Company, was organized as a Delaware corporation on May 26, 2009. The Company has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or 1940 Act. The Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code. The Company’s investment objective is to generate both current income and capital appreciation, primarily through privately negotiated investments in debt and equity securities of middle market companies.
The Company has established from time to time wholly owned subsidiaries or other subsidiaries that are structured as Delaware entities, or as tax blockers, to hold equity or equity-like investments in portfolio companies organized as limited liability companies, or LLCs (or other forms of pass-through entities). Corporate subsidiaries are not consolidated for income tax purposes and may incur income tax expense as a result of their ownership of portfolio companies.
The Company has a wholly owned subsidiary, THL Corporate Finance, Inc., which serves as the administrative agent on certain investment transactions.
2. Significant Accounting Policies and Recent Accounting Updates
Basis of Presentation
The Company is an investment company following the accounting and reporting guidance under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies.
The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In accordance with Article 6 of Regulation S-X under the Securities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended, the Company generally will not consolidate its interest in any company other than in investment company subsidiaries and controlled operating companies substantially all of whose business consists of providing services to the Company. The Company has made reclassificationschanges to the presentation of certain prior year information to conform with the current periodyear presentation.
The accompanying consolidated financial statements of the Company have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the unaudited financial results included herein contain all adjustments, consisting solely of normal accruals, considered necessary for the fair statement of financial statements for the interim period included herein. The current period’s results of operations are not necessarily indicative of the operating results to be expected for the period ending December 31, 2019.2020.
The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 20182019 filed with the SEC on March 6, 2019.5, 2020. The financial results of the Company’s portfolio companies are not consolidated in the financial statements.
The accounting records of the Company are maintained in U.S. dollars.
Consolidation
The Company follows the guidance in ASC Topic 946 Financial Services—Investment Companies and will not generally consolidate its investment in a company other than substantially owned investment company subsidiaries or a controlled operating company whose business consists of providing services to the Company. The Company consolidated the results of its substantially owned subsidiaries in its consolidated financial statements. In conjunction with the consolidation of subsidiaries, the Company recognizes the non-controlling interest in THL Credit OEMG Investor, Inc. in its consolidated financial statements. The Company does not consolidate its non-controlling interest in THL Credit Logan JV LLC, or Logan JV. See also the disclosure under the heading, THL Credit Logan JV.JV LLC.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts and disclosures in the financial statements. Changes in the economic environment, financial markets, creditworthiness of the Company’s portfolio companies and any other parameters used in determining these estimates could cause actual results to differ and these differences could be material.
Cash
Cash consists of funds held in demand deposit accounts at two financial institutions and, at certain times, balances may exceed the Federal Deposit Insurance Corporation insured limit and is therefore subject to credit risk. There were no cash equivalents as of September 30, 2019March 31, 2020 and December 31, 2018.2019.
Deferred Financing Costs
Deferred financing costs consist of fees and expenses paid in connection with the closing and amendments of the Revolving Facility (as defined in Note 7 hereto) and public debt offering of Notes (as defined in Note 7 hereto) including legal, accounting, printing fees and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. These costs are capitalized at the time of payment and are amortized using the straight line and effective yield methods over the term of the Revolving Facility and Notes, respectively.
Under the Notes payable,Payable, if there is a substantial modification of the terms of the existing agreement (greater than 10% change in the present value of cash flows under the old and new amended facilities) then the change would result in a debt extinguishment and any unamortized deferred financing costs would be expensed during that period. Third party costs under the new arrangement would be capitalized and amortized over the term of the new arrangement. Under the Revolving Facility, if the borrowing capacity of the oldnew arrangement is lower than the borrowing capacity of the newold arrangement evaluated on afor each underlying lender by lender basis,in the lending syndicate, then any unamortized deferred financing costs would be expensed during the period in proportion to the decrease infrom the old arrangement for that lender. Any remaining unamortized deferred financing costs relatedrelating to the old arrangement would be deferred and amortized over the term of the new arrangement along with any costs associated with the new arrangement.
Capitalized deferred financing costs related to the Notes are presented net against the respective balances outstanding on the Consolidated Statements of Assets and Liabilities. Capitalized deferred financing costs related to the Revolving Facility are presented separately on the Company’s Consolidated Statements of Assets and Liabilities. See also the disclosure in Note 7, Borrowings.
Deferred Offering Costs
Deferred offering costs consist of fees and expenses incurred in connection with the offer and sale of the Company’s common stock and public debt offering of Notes, including legal, accounting, printing fees and other related expenses, as well as costs incurred in connection with the filing of a shelf registration statement. These amounts are capitalized when incurred and recognized as a reduction of offering proceeds when the offering becomes effective or expensed upon expiration of the registration statement.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued expenses, approximate fair value due to their short-term nature. The carrying amounts and fair values of the Company’s long-term debt obligations are disclosed in Note 7, Borrowings.
Valuation of Investments
The Company accounts for its Investment Portfolio at fair value. As a result, the Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 requires the Company to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal market that are independent, knowledgeable and willing and able to transact.
Investments, for which market quotations are readily available, are valued using market quotations, which are generally obtained from an independent pricing service or broker-dealers or market makers. Debt and equity securities, for which market quotations are not readily available or are determined to be unreliable are valued at fair value as determined in good faith by the Company’s board of directors. Because the Company expects that there will not be a readily available market value for many of the investments in the Company’s portfolio, it is expected that many of the Company’s portfolio investments’ values will be determined in good faith by the Company’s board of directors in accordance with a documented valuation policy that has been reviewed and approved by the Company’s board of directors and in accordance with GAAP. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available or are determined to be unreliable, the Company undertakes a multi- step valuation process each quarter, as described below:
the Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for managing portfolio investments;
preliminary valuation recommendationsconclusions are then presented todocumented and are reviewed with the pricinginvestment committee of First Eagle Alternative Credit, LLC, or the Advisor and voted upon;Advisor;
to the extent determined by the audit committee of the Company’s board of directors, independent valuation firms are used to conduct independent appraisals of all “Level 3” investments and review the Advisor’s preliminary valuations in light of their own independent assessment unless the amounts are immaterial or have closed near quarter-end;
the audit committee of the Company’s board of directors reviews the preliminary valuations approved by the pricing committee of the Advisor and such valuations provided by the independent valuation firms and, if necessary, responds and supplements the valuation recommendation of the independent valuation firms to reflect any comments; and
the Company’s board of directors discusses valuations and determines the fair value of each investment in the Company’s portfolio in good faith based on the input of the Advisor, the respective independent valuation firms and the audit committee.
The types of factors that the Company may take into account in fair value pricing its investments 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 flows, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. The Company generally utilizes an income approach to value its debt investments and a combination of income and market approaches to value its equity investments. With respect to unquoted securities, the Advisor and the Company’s board of directors, in consultation with the Company’s independent third party valuation firms, values each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors, whichfactors. Each valuation is then approved by the board of directors.
Debt Investments
For debt investments, the Company generally determines the fair value primarily using an income, or yield, approach that analyzes the futurediscounted cash flows of interest and principal for the debt security, as set forth in the associated loan agreements, discounted atas well as the comparative yield which takes into consideration financial position and credit risk of each portfolio investment. The Company’s estimate of the expected repayment date is generally the legal maturity date of the instrument. The determination of the comparative yield analysis considers changes in weighted average cost of capital, leverage levels, credit quality, portfolio company performance and other factors.
The enterprise value, determined using comparable company technique of thea market approach, is used to determine the value of equity and debt investments that are credit impaired, close to maturity or where the Company also holds a controlling equity interest. The comparable company technique of the market approach determinesmethod for determining enterprise value usinguses a multiple analysis, of comparable transactions, whereby appropriate multiples are applied to the portfolio company’s revenues or net income before net interest expense, income tax expense, depreciation and amortization, or EBITDA.
Escrow receivable and other receivablesOther Receivables
Escrow receivables are categorized within Level 3 of the fair value hierarchy where the net realizable value of the escrow receivables approximates fair value. Other receivables are categorized within Level 3 of the fair value hierarchy where the net realizable value of the receivables approximates fair value. The fair value of escrow receivables and other receivables is determined using waterfall or liquidation analyses based on anticipated proceeds which may incorporate probability weighted scenario analysis.
The Company generally uses the market approach to value its equity investments. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The measurement is based on the value indicated by current market expectations about those future amounts. In following this approach,these approaches, the types of factors that the Company may take into account in fair value pricing the Company’s investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, the current investment performance rating, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, transaction comparables, the Company’s principal market as the reporting entity and enterprise values, among other factors.
In circumstances in which net asset value per share of an investment is indicativedeterminative of fair value, the Company estimates the fair value of an investment in an investment company using the net asset value per share of the investment (or its equivalent) without further adjustment if the net asset value per share of the investment is determined in accordance with the specialized accounting guidance for investment companies as of the reporting entity’s measurement date.
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
cash and cash equivalents, market value of investments, outstanding debt on revolving credit facilities, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the consolidated statements of operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the necessary local currency under the Company’s Revolving Facility (as defined in Note 7) to fund these investments.
As of September 30, 2019, the Company holds no investments denominated in foreign currency.
Security Transactions, Payment-in-Kind, Income Recognition, Realized/Unrealized Gains or Losses
Security transactions are recorded on a trade-date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method. Net realized gains and losses reflect the impact of investments written off during the period, if any. The Company reports changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation or depreciation on investments in the Consolidated Statements of Operations.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis to the extent that the Company expects to collect such amounts. Original issue discount, representing the estimated fair value of detachable equity or warrants obtained in conjunction with the acquisition of debt securities and market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees.
IncomeDividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or when it is no longer probable that principal or interest will be collected. However, the Company may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. The Company records the reversal of any previously accrued income against the same income category reflected in the Consolidated Statement of Operations. As of September 30,March 31, 2020, the Company had loans on non-accrual status with an amortized cost basis of $93,570 and fair value of $45,675. As of March 31, 2019, the Company had loans on non-accrual status with an amortized cost basis of $14,510$68,203 and fair value of $7,928. As of September 30, 2018, the Company had loans on non-accrual status with an amortized cost basis of $14,357 and fair value of $7,844.$29,143.
The Company has investments in its portfolio which contain a contractual paid-in-kind, or PIK, interest provision. PIK interest is computed at the contractual rate specified in each investment agreement, is added to the principal balance of the investment, and is recorded as income. The Company will cease accruing PIK interest if there is insufficient value to support the accrual or if the Company does not expect amounts to be collectible and will generally only begin to recognize PIK income again when all principal and interest have been paid or upon the restructuring of the investment where the interest is deemed collectable. To maintain the Company’s status as a RIC, PIK interest income, which is considered investment company taxable income, must be paid out to stockholders in the form of dividends even though the Company has not yet collected the cash. Amounts necessary to pay these dividends may come from available cash.
The following shows a rollforward of PIK income activity for the three and nine months ended September 30, 2019March 31, 2020 and 2018:2019:
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
|
| Three months ended March 31, |
|
| |||||||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
|
| ||||||
Accumulated PIK balance, beginning of period |
| $ | 4,679 |
|
| $ | 3,699 |
|
| $ | 3,879 |
|
| $ | 3,922 |
|
| $ | 3,587 |
|
| $ | 3,879 |
|
|
PIK income capitalized/receivable |
|
| 616 |
|
|
| 934 |
|
|
| 2,023 |
|
|
| 1,824 |
|
|
| 49 |
|
|
| 697 |
|
|
PIK reduction due to sale |
|
| (116 | ) |
|
| — |
|
|
| (185 | ) |
|
| — |
|
|
| — |
|
|
| (69 | ) |
|
PIK received in cash from repayments |
|
| — |
|
|
| (233 | ) |
|
| (538 | ) |
|
| (1,346 | ) |
|
| (6 | ) |
|
| — |
|
|
Accumulated PIK balance, end of period |
| $ | 5,179 |
|
| $ | 4,400 |
|
| $ | 5,179 |
|
| $ | 4,400 |
|
| $ | 3,630 |
|
| $ | 4,507 |
|
|
Interest income from the Company’s tax receivable agreements (“TRAs”) was recorded based upon an estimation of an effective yield to expected maturity using anticipated cash flows. Amounts in excess of income recognized were recorded as a reduction to the cost basis of the investment. The Company monitored the anticipated cash flows from its TRA and adjusted its effective yield periodically as needed.
The Company capitalizes and amortizes upfront loan origination fees received in connection with the closing of investments. The unearned income from such fees is accreted into interest income over the contractual life of the loan based on the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, and unamortized discounts are recorded as interest income.
The Company will recognize any earned exit or back-end fees into income when it believes the amounts will ultimately become collected by using either the beneficial interest model or other appropriate income recognition frameworks.
In certain investment transactions, the Company may provide advisory services. For services that are separately identifiable and external evidence exists to substantiate fair value, income is recognized as earned. The Company had no income from advisory services related to portfolio companies for the three and nine months ended September 30, 2019March 31, 2020 and 2018.2019.
The Company may also generate revenue in the form of fees from the management of Greenway and Greenway II, prepayment premiums, commitment, loan origination, structuring or due diligence fees, exit fees, portfolio company administration fees, fees for providing significant managerial assistance and consulting fees.
U.S. Federal Income Taxes, Including Excise Tax
The Company has elected to be taxed as a RIC under Subchapter M of the Code and currently qualifies, and intends to continue to qualify each year, as a RIC under the Code. Accordingly, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed to stockholders.
In order to qualify for favorable tax treatment as a RIC, the Company is required to distribute annually to its stockholders at least 90% of its investment company taxable income, as defined by the Code. To avoid a 4% U.S. federal excise tax on undistributed earnings, the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year, (ii) 98.2% of its capital gain net capital gainsincome for the one-year period ending October 31 of that calendar year and (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no U.S. federal income tax. The Company, at its discretion, may choose not to distribute all of its taxable income for the calendar year and pay a non-deductible 4% excise tax on this undistributed income. If the Company chooses to do so, all other things being equal, this would increase expenses and reduce the amount available to be distributed to stockholders. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate.
The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income. See also the disclosure in Note 10, Distributions, for a summary of recent dividends paid. For the three months ended September 30,March 31, 2020 and 2019, and 2018, the Company incurred U.S. federal excise tax and other tax expenses (benefits) of $121 and $(1), respectively. For the nine months ended September 30, 2019 and 2018, the Company incurred U.S. federal excise tax and other tax expenses of $359$52 and $302,$77, respectively.
Certain consolidated subsidiaries of the Company are subject to U.S. federal and state income taxes. These taxable entities are not consolidated for income tax purposes and may generate income tax liabilities or assets from permanent and temporary differences in the recognition of items for financial reporting and income tax purposes at the subsidiaries.
The following shows the breakdown of current and deferred income tax provisions for the three and nine months ended September 30, 2019March 31, 2020 and 2018:2019. There were no current income tax provisions during the respective periods.
|
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
| ||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
| ||||
Current income tax benefit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax provision |
| $ | — |
|
| $ | (6 | ) |
| $ | — |
|
| $ | (13 | ) |
Deferred income tax benefit (provision): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax benefit |
|
| — |
|
|
| — |
|
|
| — |
|
|
| 43 |
|
Benefit (provision) for taxes on unrealized gain on investments |
|
| 64 |
|
|
| (192 | ) |
|
| 335 |
|
|
| (346 | ) |
|
| For the three months ended March 31, |
|
| |||||
|
| 2020 |
|
| 2019 |
|
| ||
Benefit for taxes on unrealized gain on investments |
| $ | 470 |
|
| $ | 107 |
|
|
These current and deferred income taxes are determined from taxable income estimates provided by portfolio companies organized as pass-through entities where the Company holds equity or equity-like investments in its corporate subsidiaries. These tax estimates may be subject to further change once tax information is finalized for the year. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, $5 and $5, respectively, of income tax receivable was included in prepaid expenses and other assets on the Consolidated Statements of Assets and Liabilities. As of September 30, 2019March 31, 2020 and December 31, 2018, $1,8342019, $1,505 and $1,972,$1,927, respectively, were included in deferred tax liability on the Consolidated Statements of Assets and Liabilities primarily relating to deferred taxes on unrealized gains on investments and other temporary book to tax differences held in its corporate subsidiaries. As of September 30, 2019March 31, 2020 and December 31, 2018, $2,2552019, $2,315 (net of $6,206$6,387 allowance) and $2,056$2,267 (net of $4,396$6,291 allowance), respectively of deferred tax assets were included in deferred tax assets on the Consolidated Statements of Assets and Liabilities relating to net operating loss carryforwards and unrealized losses on investments and other temporary book to tax differences that are expected to be used in future periods.
Under the RIC Modernization Act (the “RIC Act”), we arethe Company is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period. However, any losses incurred during post-enactment taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered all short-term as permitted under the rules applicable to pre-enactment capital losses.
Because U.S. 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.
The Company follows the provisions under the authoritative guidance on accounting for and disclosure of uncertainty in tax positions. The provisions require management to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions not meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. There are no unrecognized tax benefits or obligations in the accompanying consolidated financial statements. Although the Company files U.S. federal and state tax returns, the Company’s major tax jurisdiction is U.S. federal. The Company’s U.S. federal tax years subsequent to 20152016 remain subject to examination by taxing authorities.
Distributions
Distributions to stockholders are recorded on the applicable record date. The amount to be paid out as a distributiondividend is determined by the Company’s board of directors on a quarterly basis. Net realized capital gains, if any, are generally distributed at least annually out of assets legally available for such distributions, although the Company may decide to retain such capital gains for investment.
Capital transactions in connection with the Company’s dividend reinvestment plan are recorded when shares are issued.
Recent Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, which impacts fair value disclosure for both private and public companies. ASU 2018-13 removes, modifies, and adds certain fair value related disclosures. This guidance eliminates disclosures related to valuation processes for Level 3 fair value measurement and requires the disclosure of the range and weighted average of the significant unobservable inputs for Level 3 fair value measurements and the way it is calculated. ASU 2018-13 is effective for annual and interim reporting periods beginning after December 15, 2019. The Company has determined thatadopted this guidance willstandard effective January 1, 2020, which did not have a material impact on its consolidated financial statements.
The following is a summary of the levels within the fair value hierarchy in which the Company invests as of September 30, 2019:March 31, 2020:
Description |
| Fair Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Fair Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||||||
First lien senior secured debt |
| $ | 270,137 |
|
| $ | — |
|
| $ | — |
|
| $ | 270,137 |
|
| $ | 237,605 |
|
| $ | — |
|
| $ | — |
|
| $ | 237,605 |
|
Second lien debt |
|
| 20,750 |
|
|
| — |
|
|
| — |
|
|
| 20,750 |
|
|
| 11,040 |
|
|
| — |
|
|
| — |
|
|
| 11,040 |
|
Subordinated debt |
|
| 6,920 |
|
|
| — |
|
|
| — |
|
|
| 6,920 |
| ||||||||||||||||
Equity investments |
|
| 21,359 |
|
|
| — |
|
|
| — |
|
|
| 21,359 |
|
|
| 18,695 |
|
|
| — |
|
|
| — |
|
|
| 18,695 |
|
Warrants |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Investment in Logan JV (1) |
|
| 80,731 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 46,236 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Investments in funds (1) |
|
| 3,645 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,229 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total investments |
| $ | 403,542 |
|
| $ | — |
|
| $ | — |
|
| $ | 319,166 |
|
| $ | 316,805 |
|
| $ | — |
|
| $ | — |
|
| $ | 267,340 |
|
(1) | Certain investments that are measured at fair value using net asset value have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. |
The following is a summary of the levels within the fair value hierarchy in which the Company invests as of December 31, 2018:2019:
Description |
| Fair Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Fair Value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||||||
First lien senior secured debt |
| $ | 329,348 |
|
| $ | — |
|
| $ | — |
|
| $ | 329,348 |
|
| $ | 263,628 |
|
| $ | — |
|
| $ | 23,530 |
|
| $ | 240,098 |
|
Second lien debt |
|
| 25,295 |
|
|
| — |
|
|
| — |
|
|
| 25,295 |
|
|
| 12,000 |
|
|
| — |
|
|
| — |
|
|
| 12,000 |
|
Subordinated debt |
|
| 6,556 |
|
|
| — |
|
|
| — |
|
|
| 6,556 |
| ||||||||||||||||
Equity investments |
|
| 43,534 |
|
|
| — |
|
|
| — |
|
|
| 43,534 |
|
|
| 21,515 |
|
|
| — |
|
|
| — |
|
|
| 21,515 |
|
Warrants |
|
| 580 |
|
|
| — |
|
|
| — |
|
|
| 580 |
| ||||||||||||||||
Investment in Logan JV (1) |
|
| 84,825 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 83,393 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Investments in funds (1) |
|
| 3,515 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3,589 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Total investments |
| $ | 493,653 |
|
| $ | — |
|
| $ | — |
|
| $ | 405,313 |
|
| $ | 384,125 |
|
| $ | — |
|
| $ | 23,530 |
|
| $ | 273,613 |
|
(1) | Certain investments that are measured at fair value using net asset value have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. |
The following is a summary of the industry classification in which the Company invests as of September 30, 2019:March 31, 2020:
Industry |
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
|
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
| ||||||||
Investment funds and vehicles |
| $ | 93,091 |
|
| $ | 80,735 |
|
|
| 20.01 | % |
|
| 31.66 | % | ||||||||||||||||
Healthcare |
|
| 75,588 |
|
|
| 75,245 |
|
|
| 18.66 | % |
|
| 29.51 | % |
|
| 59,562 |
|
|
| 55,674 |
|
|
| 17.58 | % |
|
| 35.94 | % |
Consumer products and services |
|
| 65,811 |
|
|
| 59,738 |
|
|
| 14.80 | % |
|
| 23.42 | % |
|
| 65,477 |
|
|
| 52,019 |
|
|
| 16.42 | % |
|
| 33.58 | % |
Investment funds and vehicles |
|
| 92,275 |
|
|
| 46,240 |
|
|
| 14.60 | % |
|
| 29.85 | % | ||||||||||||||||
Business services |
|
| 42,492 |
|
|
| 41,202 |
|
|
| 13.01 | % |
|
| 26.60 | % | ||||||||||||||||
Industrials and manufacturing |
|
| 58,116 |
|
|
| 46,381 |
|
|
| 11.49 | % |
|
| 18.18 | % |
|
| 56,113 |
|
|
| 29,600 |
|
|
| 9.34 | % |
|
| 19.11 | % |
Business services |
|
| 34,390 |
|
|
| 34,821 |
|
|
| 8.63 | % |
|
| 13.65 | % | ||||||||||||||||
Financial services |
|
| 31,438 |
|
|
| 29,254 |
|
|
| 9.23 | % |
|
| 18.88 | % | ||||||||||||||||
IT services |
|
| 27,259 |
|
|
| 24,566 |
|
|
| 7.75 | % |
|
| 15.86 | % | ||||||||||||||||
Energy / utilities |
|
| 47,373 |
|
|
| 31,131 |
|
|
| 7.71 | % |
|
| 12.20 | % |
|
| 48,255 |
|
|
| 16,075 |
|
|
| 5.07 | % |
|
| 10.38 | % |
IT services |
|
| 29,202 |
|
|
| 27,533 |
|
|
| 6.82 | % |
|
| 10.79 | % | ||||||||||||||||
Financial services |
|
| 23,909 |
|
|
| 24,198 |
|
|
| 6.00 | % |
|
| 9.49 | % | ||||||||||||||||
Retail & grocery |
|
| 13,226 |
|
|
| 15,136 |
|
|
| 3.75 | % |
|
| 5.93 | % |
|
| 13,227 |
|
|
| 14,706 |
|
|
| 4.64 | % |
|
| 9.49 | % |
Media, entertainment and leisure |
|
| 5,459 |
|
|
| 5,500 |
|
|
| 1.36 | % |
|
| 2.16 | % |
|
| 5,470 |
|
|
| 5,500 |
|
|
| 1.74 | % |
|
| 3.55 | % |
Transportation |
|
| 1,000 |
|
|
| 3,124 |
|
|
| 0.77 | % |
|
| 1.22 | % |
|
| 1,000 |
|
|
| 1,969 |
|
|
| 0.62 | % |
|
| 1.27 | % |
Total Investments |
| $ | 447,165 |
|
| $ | 403,542 |
|
|
| 100.00 | % |
|
| 158.21 | % |
| $ | 442,568 |
|
| $ | 316,805 |
|
|
| 100.00 | % |
|
| 204.51 | % |
The following is a summary of the industry classification in which the Company invests as of December 31, 2018: 2019:
Industry |
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
|
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
| ||||||||
Industrials and manufacturing |
| $ | 104,643 |
|
| $ | 94,197 |
|
|
| 19.09 | % |
|
| 31.86 | % | ||||||||||||||||
Investment funds and vehicles |
|
| 92,396 |
|
|
| 84,829 |
|
|
| 17.18 | % |
|
| 28.69 | % |
| $ | 97,075 |
|
| $ | 83,397 |
|
|
| 21.71 | % |
|
| 36.34 | % |
Consumer products and services |
|
| 74,921 |
|
|
| 69,101 |
|
|
| 14.00 | % |
|
| 23.37 | % |
|
| 61,771 |
|
|
| 55,014 |
|
|
| 14.32 | % |
|
| 23.98 | % |
Healthcare |
|
| 62,484 |
|
|
| 60,234 |
|
|
| 12.20 | % |
|
| 20.37 | % |
|
| 54,297 |
|
|
| 54,152 |
|
|
| 14.10 | % |
|
| 23.60 | % |
Business services |
|
| 44,504 |
|
|
| 44,938 |
|
|
| 11.70 | % |
|
| 19.58 | % | ||||||||||||||||
Industrials and manufacturing |
|
| 52,675 |
|
|
| 35,122 |
|
|
| 9.14 | % |
|
| 15.31 | % | ||||||||||||||||
IT services |
|
| 52,367 |
|
|
| 50,426 |
|
|
| 10.21 | % |
|
| 17.05 | % |
|
| 35,493 |
|
|
| 33,880 |
|
|
| 8.82 | % |
|
| 14.77 | % |
Financial services |
|
| 23,783 |
|
|
| 24,150 |
|
|
| 6.29 | % |
|
| 10.52 | % | ||||||||||||||||
Energy / utilities |
|
| 46,494 |
|
|
| 37,052 |
|
|
| 7.51 | % |
|
| 12.53 | % |
|
| 47,543 |
|
|
| 23,772 |
|
|
| 6.19 | % |
|
| 10.36 | % |
Financial services |
|
| 43,069 |
|
|
| 42,859 |
|
|
| 8.68 | % |
|
| 14.49 | % | ||||||||||||||||
Retail & grocery |
|
| 38,516 |
|
|
| 27,783 |
|
|
| 5.63 | % |
|
| 9.40 | % |
|
| 15,683 |
|
|
| 17,714 |
|
|
| 4.61 | % |
|
| 7.72 | % |
Business services |
|
| 18,308 |
|
|
| 18,548 |
|
|
| 3.76 | % |
|
| 6.27 | % | ||||||||||||||||
Media, entertainment and leisure |
|
| 5,442 |
|
|
| 5,500 |
|
|
| 1.11 | % |
|
| 1.86 | % |
|
| 8,391 |
|
|
| 8,506 |
|
|
| 2.21 | % |
|
| 3.71 | % |
Transportation |
|
| 1,000 |
|
|
| 3,124 |
|
|
| 0.63 | % |
|
| 1.06 | % |
|
| 1,000 |
|
|
| 3,480 |
|
|
| 0.91 | % |
|
| 1.52 | % |
Total Investments |
| $ | 539,640 |
|
| $ | 493,653 |
|
|
| 100.00 | % |
|
| 166.95 | % |
| $ | 442,215 |
|
| $ | 384,125 |
|
|
| 100.00 | % |
|
| 167.41 | % |
The following is a summary of the geographical concentration of the Company’s investment portfolio as of September 30, 2019:March 31, 2020:
Region |
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
|
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
| ||||||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
| $ | 152,708 |
|
| $ | 141,273 |
|
|
| 35.01 | % |
|
| 55.39 | % |
| $ | 160,134 |
|
| $ | 108,889 |
|
|
| 34.37 | % |
|
| 70.29 | % |
West |
|
| 93,944 |
|
|
| 91,660 |
|
|
| 28.93 | % |
|
| 59.17 | % | ||||||||||||||||
Southwest |
|
| 116,556 |
|
|
| 97,067 |
|
|
| 24.05 | % |
|
| 38.05 | % |
|
| 127,739 |
|
|
| 72,667 |
|
|
| 22.94 | % |
|
| 46.91 | % |
West |
|
| 79,722 |
|
|
| 81,567 |
|
|
| 20.21 | % |
|
| 31.98 | % | ||||||||||||||||
Southeast |
|
| 67,402 |
|
|
| 56,037 |
|
|
| 13.89 | % |
|
| 21.97 | % |
|
| 29,407 |
|
|
| 20,042 |
|
|
| 6.33 | % |
|
| 12.94 | % |
Midwest |
|
| 25,838 |
|
|
| 22,695 |
|
|
| 5.62 | % |
|
| 8.90 | % |
|
| 26,423 |
|
|
| 18,721 |
|
|
| 5.91 | % |
|
| 12.08 | % |
Canada |
|
| 4,939 |
|
|
| 4,903 |
|
|
| 1.22 | % |
|
| 1.92 | % |
|
| 4,921 |
|
|
| 4,826 |
|
|
| 1.52 | % |
|
| 3.12 | % |
Total Investments |
| $ | 447,165 |
|
| $ | 403,542 |
|
|
| 100.00 | % |
|
| 158.21 | % |
| $ | 442,568 |
|
| $ | 316,805 |
|
|
| 100.00 | % |
|
| 204.51 | % |
The following is a summary of the geographical concentration of the Company’s investment portfolio as of December 31, 2018:2019:
Region |
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
|
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
| ||||||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
| $ | 175,170 |
|
| $ | 162,789 |
|
|
| 42.38 | % |
|
| 70.94 | % | ||||||||||||||||
Southwest |
| $ | 185,747 |
|
| $ | 154,689 |
|
|
| 31.34 | % |
|
| 52.31 | % |
|
| 122,183 |
|
|
| 86,176 |
|
|
| 22.43 | % |
|
| 37.56 | % |
Northeast |
|
| 160,182 |
|
| $ | 151,210 |
|
|
| 30.63 | % |
|
| 51.14 | % | ||||||||||||||||
West |
|
| 72,340 |
|
| $ | 74,788 |
|
|
| 15.15 | % |
|
| 25.29 | % |
|
| 83,644 |
|
|
| 85,876 |
|
|
| 22.36 | % |
|
| 37.43 | % |
Midwest |
|
| 28,996 |
|
|
| 25,125 |
|
|
| 6.54 | % |
|
| 10.95 | % | ||||||||||||||||
Southeast |
|
| 77,935 |
|
| $ | 71,874 |
|
|
| 14.56 | % |
|
| 24.31 | % |
|
| 27,293 |
|
|
| 19,221 |
|
|
| 5.00 | % |
|
| 8.38 | % |
Midwest |
|
| 28,435 |
|
| $ | 26,522 |
|
|
| 5.37 | % |
|
| 8.97 | % | ||||||||||||||||
Canada |
|
| 15,001 |
|
| $ | 14,570 |
|
|
| 2.95 | % |
|
| 4.93 | % |
|
| 4,929 |
|
|
| 4,938 |
|
|
| 1.29 | % |
|
| 2.15 | % |
Total Investments |
| $ | 539,640 |
|
| $ | 493,653 |
|
|
| 100.00 | % |
|
| 166.95 | % |
| $ | 442,215 |
|
| $ | 384,125 |
|
|
| 100.00 | % |
|
| 167.41 | % |
In accordance with the authoritative guidance on fair value measurements and disclosures under GAAP, the Company discloses the fair value of its investments in a hierarchy that 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). If any transfers occur between the levels or categories of the fair value hierarchy, they are assumed to have occurred at the beginning of the period. The guidance establishes three levels of the fair value hierarchy as follows:
Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2—Quoted prices in markets that are not considered to be active or financial instruments for which significant inputs are observable, either directly or indirectly;
Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management.
The Company considers whether the volume and level of activity for the asset or liability have significantly decreased and identifies transactions that are not orderly in determining fair value. Accordingly, if the Company determines that either the volume and/or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. Valuation techniques such as an income approach might be appropriate to supplement or replace a market approach in those circumstances.
The Company has adopted the authoritative guidance under GAAP for estimating the fair value of investments in investment companies that have calculated net asset value per share in accordance with the specialized accounting guidance for investment companies. Accordingly, in circumstances in which net asset value per share of an investment is determinative of fair value, the Company estimates the fair value of an investment in an investment company using the net asset value per share of the investment (or its equivalent) without further adjustment if the net asset value per share of the investment is determined in accordance with the specialized accounting guidance for investment companies as of the reporting entity’s measurement date. Redemptions are not generally permitted in the Company’s investments in funds. The remaining term of the Company’s investments in funds is expected to be within one to four years.
The following provides quantitative information about Level 3 fair value measurements as of September 30, 2019:
Description |
| Fair Value |
|
| Valuation Technique |
| Unobservable Inputs |
| Weighted Range (Average) (1) |
| |||||||||
First lien senior secured debt (2) |
| $ | 194,639 |
|
| Discounted cash flows (income approach) |
| Comparative Yield |
|
| 9 | % | - | 11% |
|
| (10 | %) | |
|
|
| 62,435 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 6.4 | x | - |
| 7.4 | x |
| (6.9 | x) |
|
|
| 9,518 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 2.1 | x | - |
| 2.3 | x |
| (2.2 | x) |
Second lien debt |
|
| 20,750 |
|
| Discounted cash flows (income approach) |
| Comparative Yield |
|
| 12 | % | - | 13% |
|
| (13 | %) | |
Subordinated debt |
|
| 6,920 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 4.5 | x | - |
| 5.5 | x |
| (5.0 | x) |
Equity investments |
|
| 18,027 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 4.1 | x | - |
| 4.8 | x |
| (4.4 | x) |
|
|
| 3,332 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 3.2 | x | - |
| 3.7 | x |
| (3.5 | x) |
Warrants |
|
| — |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 5.0 | x | - |
| 5.5 | x |
| (5.3 | x) |
Total Level 3 Investments |
| $ | 315,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following provides quantitative information about Level 3 fair value measurements as of DecemberMarch 31, 2018:2020:
Description |
| Fair Value |
|
| Valuation Technique |
| Unobservable Inputs |
| Weighted Range (Average) (1) |
|
| Fair Value |
|
| Valuation Technique |
| Unobservable Inputs |
| Weighted Range (Average) (1) |
| ||||||||||||||||||
First lien senior secured debt |
| $ | 216,662 |
|
| Discounted cash flows (income approach) |
| Weighted average cost of capital (WACC) |
|
| 12 | % | - | 13% |
|
| (12 | %) |
| $ | 184,959 |
|
| Discounted cash flows (income approach) |
| Comparative Yield |
|
| 10 | % | - | 11% |
|
| (10 | %) | ||
|
|
| 98,307 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 5.8 | x | - |
| 7.0 | x |
| (6.4 | x) |
|
| 44,606 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 4.5 | x | - |
| 5.0 | x |
| (4.8 | x) |
|
|
| 6,663 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 0.5 | x | - |
| 0.6 | x |
| (0.6 | x) |
|
| 8,040 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 0.2 | x | - |
| 0.7 | x |
| (0.5 | x) |
Second lien debt |
|
| 19,880 |
|
| Discounted cash flows (income approach) |
| Weighted average cost of capital (WACC) |
|
| 15 | % | - | 17% |
|
| (16 | %) |
|
| 11,040 |
|
| Discounted cash flows (income approach) |
| Comparative Yield |
|
| 16 | % | - | 18% |
| (17 | %) | |||
|
|
| 5,415 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 5.0 | x | - |
| 5.5 | x |
| (5.3 | x) | |||||||||||||||||||
Subordinated debt |
|
| 6,556 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 0.4 | x | - |
| 0.6 | x |
| (0.5 | x) | |||||||||||||||||||
Equity investments |
|
| 40,410 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 4.5 | x | - |
| 5.1 | x |
| (4.8 | x) |
|
| 16,536 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 3.9 | x | - |
| 4.4 | x |
| (4.1 | x) |
|
|
| 3,124 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 2.8 | x | - |
| 3.8 | x |
| (3.3 | x) |
|
| 2,159 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 2.6 | x | - |
| 3.1 | x |
| (2.9 | x) |
Warrants |
|
| 580 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 4.8 | x | - |
| 5.8 | x |
| (5.3 | x) |
|
| — |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 3.8 | x | - |
| 4.3 | x |
| (4.0 | x) |
Total Level 3 Investments |
| $ | 397,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 267,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Averages were determined using a weighted average based upon the fair value of the investments in each investment category. |
The following provides quantitative information about Level 3 fair value measurements as of December 31, 2019:
Description |
| Fair Value |
|
| Valuation Technique |
| Unobservable Inputs |
| Weighted Range (Average) (1) |
| |||||||||
First lien senior secured debt |
| $ | 189,872 |
|
| Discounted cash flows (income approach) |
| Comparative Yield |
|
| 9 | % | - | 11% |
|
| (10 | %) | |
|
|
| 41,945 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 6.1 | x | - |
| 6.6 | x |
| (6.4 | x) |
|
|
| 8,281 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 0.3 | x | - |
| 0.8 | x |
| (0.5 | x) |
Second lien debt |
|
| 12,000 |
|
| Discounted cash flows (income approach) |
| Comparative Yield |
|
| 13 | % | - | 14% |
|
| (13 | %) | |
Equity investments |
|
| 17,811 |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 4.2 | x | - |
| 4.7 | x |
| (4.4 | x) |
|
|
| 3,704 |
|
| Market comparable companies (market approach) |
| Revenue Multiple |
|
| 2.5 | x | - |
| 3.0 | x |
| (2.7 | x) |
Warrants |
|
| — |
|
| Market comparable companies (market approach) |
| EBITDA Multiple |
|
| 4.8 | x | - |
| 5.3 | x |
| (5.0 | x) |
Total Level 3 Investments |
| $ | 273,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The primary significant unobservable input used in the fair value measurement of the Company’s debt securities (first lien secured debt and second lien debt and subordinated debt), including income-producing investments in funds and income producing securities and payment rights is the comparative yield. Significant increases (decreases) in the comparative yield in isolation would result in a significantly lower (higher) fair value measurement. In determining the comparative yield for the income or yield approach, the Company considers current market yields and multiples, weighted average cost of capital, portfolio company performance, leverage levels, credit quality, among other factors, including U.S. federal tax rates, in its analysis. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate comparative yield to use in the income approach.
The primary significant unobservable input used in the fair value measurement of the Company’s equity investments, investments in warrants and debt investments where the Company has a controlling equity investment is the EBITDA multiple adjusted by management for differences between the investment and referenced comparables, or the multiple. Significant increases (decreases) in the multiple in isolation would result in a significantly higher (lower) fair value measurement. To determine the multiple for the market approach, the Company considers current market trading and/or transaction multiples, portfolio company performance (financial ratios) relative to public and private peer companies and leverage levels, among other factors. Changes in one or more of these factors can have a similar directional change on other factors in determining the appropriate multiple to use in the market approach.
The following table rolls forward the changes in fair value during the ninethree months ended September 30, 2019March 31, 2020 for investments classified within Level 3:
| First lien senior secured debt |
|
|
|
|
|
| Second lien debt |
|
| Subordinated debt |
|
|
|
|
|
| Equity investments |
|
| Warrants |
|
|
|
| Totals |
| First lien senior secured debt |
|
|
|
| Second lien debt |
|
| Equity investments |
|
| Totals |
| ||||||||||||
Beginning balance, January 1, 2019 | $ | 329,348 |
|
|
|
|
| $ | 25,295 |
|
| $ | 6,556 |
|
|
|
|
| $ | 43,534 |
|
| $ | 580 |
|
|
| $ | 405,313 |
| ||||||||||||||||||||||
Beginning balance, January 1, 2020 | $ | 240,098 |
|
|
| $ | 12,000 |
|
| $ | 21,515 |
|
| $ | 273,613 |
| ||||||||||||||||||||||||||||||||||||
Purchases |
| 95,438 |
|
|
|
|
| — |
|
|
| — |
|
|
|
|
| 191 |
|
|
| — |
|
|
| 95,629 |
|
| 33,176 |
|
|
| - |
|
|
| - |
|
|
| 33,176 |
| ||||||||||
Sales and repayments |
| (116,481 | ) |
|
|
|
|
| (5,418 | ) |
|
| — |
|
|
|
|
| (27,048 | ) |
|
| — |
|
|
| (148,947 | ) |
| (5,043 | ) |
|
|
| - |
|
|
| - |
|
|
| (5,043 | ) | ||||||||
Unrealized appreciation (depreciation)(1) |
| 16,856 |
|
|
|
|
| 820 |
|
|
| (157 | ) |
|
|
|
|
| (9,917 | ) |
|
| (580 | ) |
|
|
| 7,022 |
|
| (30,831 | ) |
|
|
| (970 | ) |
|
| (2,820 | ) |
|
| (34,621 | ) | |||||||
Realized loss |
| (57,417 | ) |
|
|
|
|
| — |
|
|
| — |
|
|
|
|
| 14,599 |
|
|
| — |
|
|
| (42,818 | ) | ||||||||||||||||||||||||
Realized (loss) gain |
| 24 |
|
|
| - |
|
|
| - |
|
|
| 24 |
| |||||||||||||||||||||||||||||||||||||
Net amortization of premiums, discounts and fees |
| 865 |
|
|
|
|
| 53 |
|
|
| — |
|
|
|
|
| — |
|
|
| — |
|
|
| 918 |
|
| 146 |
|
|
| 10 |
|
|
| - |
|
|
| 156 |
| ||||||||||
PIK |
| 1,528 |
|
|
|
|
|
| — |
|
|
| 521 |
|
|
|
|
|
| — |
|
|
| — |
|
|
|
| 2,049 |
|
| 35 |
|
|
|
| - |
|
|
| - |
|
|
| 35 |
| ||||||
Ending balance, September 30, 2019 | $ | 270,137 |
|
|
|
|
| $ | 20,750 |
|
| $ | 6,920 |
|
|
|
|
| $ | 21,359 |
|
| $ | - |
|
|
| $ | 319,166 |
| ||||||||||||||||||||||
Ending balance, March 31, 2020 | $ | 237,605 |
|
|
| $ | 11,040 |
|
| $ | 18,695 |
|
| $ | 267,340 |
| ||||||||||||||||||||||||||||||||||||
Net change in unrealized appreciation (depreciation) from investments still held as of the reporting date | $ | (5,498 | ) |
|
|
|
|
| $ | 820 |
|
| $ | (156 | ) |
|
|
|
|
| $ | (2,619 | ) |
| $ | (580 | ) |
|
|
| $ | (8,033 | ) | $ | (30,831 | ) |
|
|
| $ | (970 | ) |
| $ | (2,820 | ) |
| $ | (34,621 | ) |
(1) | All unrealized appreciation (depreciation) in the table above is reflected in the accompanying Consolidated Statements of Operations. |
The following table rolls forward the changes in fair value during the ninethree months ended September 30, 2018March 31, 2019 for investments classified within Level 3:
| First lien senior secured debt |
| Second lien debt |
|
| Subordinated debt |
|
| Equity investments |
|
| Warrants |
|
| Investment in payment rights |
|
| Totals |
| First lien senior secured debt |
|
|
| Second lien debt |
|
|
| Subordinated debt |
|
|
| Equity investments |
|
|
| Warrants |
|
|
| Totals |
| |||||||||||||||||||
Beginning balance, January 1, 2018 | $ | 407,097 |
| $ | 32,765 |
|
| $ | 19,105 |
|
| $ | 69,174 |
|
| $ | 75 |
|
| $ | 11,259 |
|
| $ | 539,475 |
| ||||||||||||||||||||||||||||||||||
Beginning balance, January 1, 2019 | $ | 329,348 |
|
|
| $ | 25,295 |
|
|
| $ | 6,556 |
|
|
| $ | 43,534 |
|
|
| $ | 580 |
|
|
| $ | 405,313 |
| ||||||||||||||||||||||||||||||||
Purchases |
| 30,996 |
| — |
|
| — |
|
| 769 |
|
| — |
|
| 403 |
|
| 32,168 |
|
| 34,348 |
|
|
| — |
|
|
| — |
|
|
| 191 |
|
|
| — |
|
|
| 34,539 |
| |||||||||||||||||
Sales and repayments |
| (89,922 | ) |
| (6,223 | ) |
| (12,302 | ) |
| (14,067 | ) |
| — |
|
| — |
|
| (122,514 | ) |
| (22,453 | ) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (22,453 | ) | |||||||||||||||
Unrealized appreciation (depreciation)(1) |
| (689) |
| 20,578 |
|
| 928 |
|
| 2,581 |
|
| 603 |
|
| (121 | ) |
| 23,880 |
|
| (9,450 | ) |
|
|
| 223 |
|
|
| (31 | ) |
|
|
| 5,181 |
|
|
| (187 | ) |
|
|
| (4,264 | ) | ||||||||||||||
Realized (loss) gain |
| (10,748 | ) |
| (21,013 | ) |
| (1,210 | ) |
| (1,119 | ) |
| — |
|
| — |
|
| (34,090 | ) | |||||||||||||||||||||||||||||||||||||||
Realized loss |
| (1,466 | ) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1,466 | ) | ||||||||||||||||||||||||||||||||||||
Net amortization of premiums, discounts and fees |
| 2,387 |
| 61 |
|
| 71 |
|
| 71 |
|
| — |
|
| — |
|
| 2,590 |
|
| 231 |
|
|
| 18 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 249 |
| |||||||||||||||||
PIK |
| 962 |
|
| — |
|
|
| 350 |
|
|
| 211 |
|
|
| — |
|
|
| — |
|
|
| 1,523 |
|
| 572 |
|
|
|
| — |
|
|
|
| 103 |
|
|
|
| — |
|
|
|
| — |
|
|
|
| 675 |
| ||||||
Ending balance, September 30, 2018 | $ | 340,083 |
| $ | 26,168 |
|
| $ | 6,942 |
|
| $ | 57,620 |
|
| $ | 678 |
|
| $ | 11,541 |
|
| $ | 443,032 |
| ||||||||||||||||||||||||||||||||||
Ending balance, March 31, 2019 | $ | 331,130 |
|
|
| $ | 25,536 |
|
|
| $ | 6,628 |
|
|
| $ | 48,906 |
|
|
| $ | 393 |
|
|
| $ | 412,593 |
| ||||||||||||||||||||||||||||||||
Net change in unrealized appreciation (depreciation) from investments still held as of the reporting date | $ | (8,403 | ) |
| $ | 20 |
|
| $ | (88 | ) |
| $ | 1,534 |
|
| $ | 603 |
|
| $ | (120 | ) |
| $ | (6,454 | ) | $ | (10,715 | ) |
|
|
| $ | 223 |
|
|
| $ | (31 | ) |
|
|
| $ | 5,181 |
|
|
|
| $ | (187 | ) |
|
|
| $ | (5,530 | ) |
(1) | All unrealized appreciation (depreciation) in the table above is reflected in the accompanying Consolidated Statements of Operations. |
There were no transfers between the levels or categories of the fair value hierarchy during the three months ended March 31, 2020 and 2019 .
Significant Unconsolidated Subsidiaries
In accordance with the SEC’s Regulation S-X and GAAP, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company or a controlled operating company whose business consists of providing services to the Company,company, including those in which the Company has a controlling interest. The Company had certain unconsolidated subsidiaries for the ninethree months ended September 30,March 31, 2020 and 2019 and 2018 that met at least one of the significance conditions under the SEC’s Regulation S-X. Accordingly, pursuant to Rule 4-08 of Regulation S-X, summarized, comparative financial information is presented below for the Company’s significant unconsolidated subsidiaries, which include C&K Market, Inc., Loadmaster Derrick & Equipment, Inc., OEM Group, LLC and THL Credit Logan JV, LLC for the ninethree months ended September 30, 2019March 31, 2020 and C&K Market, Inc., Copperweld Bimetallics, LLC, Loadmaster Derrick & Equipment, Inc., OEM Group, LLC, Charming Charlie LLC and THL Credit Logan JV, LLC and Tri-Starr Management Services, Inc. for the ninethree months ended September 30, 2018.March 31, 2019. The below table summarizes the above mentioned financial data, with the exception of OEM Group, LLC for the ninethree months ended September 30,March 31, 2020 and 2019, which is presented in a separate tabular disclosure further below.
|
| For the nine months ended September 30 |
|
| For the three months ended March 31, |
| ||||||||||
Income Statement |
| 2019 |
| 2018 |
|
| 2020 |
|
| 2019 |
| |||||
Net Sales |
| $ | 185,350 |
|
| $ | 451,749 |
|
| $ | 57,639 |
|
| $ | 124,329 |
|
Gross Profit |
|
| 66,886 |
|
|
| 106,005 |
|
|
| 20,724 |
|
|
| 53,663 |
|
Net gain (loss) |
|
| 4,560 |
|
|
| (8,427 | ) | ||||||||
Net loss |
|
| 1,698 |
|
|
| (6,239 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The below table summarizes the financial information for OEM Group, LLC for the ninethree months ended September 30,March 31, 2020 and 2019.
|
|
|
|
|
| For the three months ended March 31, |
| |||||
Income Statement |
| For the nine months ended September 30, 2019 |
|
| 2020 |
|
| 2019 |
| |||
Net Sales |
| $ | 24,230 |
|
| $ | 8,492 |
|
| $ | 9,736 |
|
Gross Profit |
|
| 6,400 |
|
|
| 1,838 |
|
|
| 2,514 |
|
Net loss |
|
| (13,545 | ) |
|
| (4,841 | ) |
|
| (3,687 | ) |
|
|
|
|
|
|
|
|
|
On December 3, 2014, the Company entered into an agreement with Perspecta Trident LLC, an affiliate of Perspecta Trust LLC, or Perspecta, to create THL Credit Logan JV LLC, or Logan JV, a joint venture, which invests primarily in senior secured first lien term loans. All Logan JV investment decisions must be unanimously approved by the Logan JV investment committee consisting of one representative from each of the Company and Perspecta.
The Company has determined that Logan JV is an investment company under ASC 946. However,946, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company does not consolidate its non-controlling interest in Logan JV.
Logan JV is capitalized with capital contributions which are generally called from its members, on a pro-rata basis based on their capital commitments, as transactions are completed. Any decision by the Logan JV to call down on capital commitments requires the explicit authorization of the Company, coupled with that of Perspecta, and the Company may withhold such authorization for any reason in its sole discretion.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV had the following commitments, contributions and unfunded commitments from its Members.
|
| As of September 30, 2019 |
|
| As of March 31, 2020 |
| ||||||||||||||||||||||
Member |
| Total Commitments |
|
| Contributed Capital (1) |
|
| Unfunded Commitments |
|
| Total Commitments |
|
| Contributed Capital |
|
| Return of Capital (not recallable) |
|
| Unfunded Commitments |
| |||||||
THL Credit, Inc. |
| $ | 200,000 |
|
| $ | 96,600 |
|
| $ | 103,400 |
|
| $ | 200,000 |
|
| $ | 92,600 |
|
| $ | 8,000 |
|
| $ | 99,400 |
|
Perspecta Trident LLC |
|
| 50,000 |
|
|
| 24,150 |
|
|
| 25,850 |
|
|
| 50,000 |
|
|
| 23,150 |
|
|
| 2,000 |
|
|
| 24,850 |
|
Total Investments |
| $ | 250,000 |
|
| $ | 120,750 |
|
| $ | 129,250 |
|
| $ | 250,000 |
|
| $ | 115,750 |
|
| $ | 10,000 |
|
| $ | 124,250 |
|
|
| As of December 31, 2019 |
| |||||||||||||
Member |
| Total Commitments |
|
| Contributed Capital |
|
| Return of Capital (not recallable) |
|
| Unfunded Commitments |
| ||||
THL Credit, Inc. |
| $ | 200,000 |
|
| $ | 97,400 |
|
| $ | 3,200 |
|
| $ | 99,400 |
|
Perspecta Trident LLC |
|
| 50,000 |
|
|
| 24,350 |
|
|
| 800 |
|
|
| 24,850 |
|
Total Investments |
| $ | 250,000 |
|
| $ | 121,750 |
|
| $ | 4,000 |
|
| $ | 124,250 |
|
|
| As of December 31, 2018 | |||||||||
Member |
| Total Commitments |
|
| Contributed Capital |
|
| Unfunded Commitments | |||
THL Credit, Inc. |
| $ | 200,000 |
|
| $ | 92,600 |
|
| $ | 107,400 |
Perspecta Trident LLC |
|
| 50,000 |
|
|
| 23,150 |
|
|
| 26,850 |
Total Investments |
| $ | 250,000 |
|
| $ | 115,750 |
|
| $ | 134,250 |
|
|
Logan JV has a senior credit facility, or the Logan JV Credit Facility, with Deutsche Bank AG and other banks. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the Logan JV Credit Facility had $275,000 of commitments subject to leverage and borrowing base restrictions with an interest rate of three month LIBOR (with no LIBOR floor) plus 2.20%. The final maturity date of the Logan JV Credit Facility is January 12, 2023 with the revolving loan period ending on January 12, 2021. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV had $234,007$227,141 and $241,679$236,141 of outstanding borrowings under the credit facility, respectively. At September 30, 2019,March 31, 2020, the effective interest rate on the Logan JV Credit Facility was 4.58%4.09% per annum.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV had total investments at fair value of $335,202$278,945 and $329,771,$332,182, respectively. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV’s portfolio was comprised of senior secured first lien loans and second lien loans to 132128 and 130131 different borrowers, respectively. As of September 30, 2019,March 31, 2020, there was one loan on non-accrual status with an amortized cost basis of $2,391 and fair value of $2,423 and $1,435, respectively.$1,160. As of December 31, 2018,2019, there were nothree loans on non-accrual status.status with an amortized cost basis of $5,342 and fair value of $2,175. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV had unfunded commitments to fund revolver and delayed draw loans to its portfolio companies totaling $4,116$2,949 and $4,263,$3,861, respectively. The portfolio companies in Logan JV are in industries similar to those in which the Company may invest directly.
Below is a summary of Logan JV’s portfolio, followed by a listing of the individual loans in Logan JV’s portfolio as of September 30, 2019March 31, 2020 and December 31, 2018:2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| As of September 30, 2019 |
|
|
| As of December 31, 2018 |
|
|
| As of March 31, 2020 |
| As of December 31, 2019 |
| ||||
First lien secured debt, at par |
|
| $ | 341,215 |
|
|
| $ | 327,574 |
|
|
| $ | 322,035 |
| $ | 338,439 |
|
Second lien debt, at par |
|
|
| 10,629 |
|
|
|
| 16,962 |
|
|
|
| 7,811 |
|
| 8,529 |
|
Total debt investments, at par |
|
| $ | 351,844 |
|
|
| $ | 344,536 |
|
|
| $ | 329,846 |
| $ | 346,968 |
|
Weighted average yield on first lien secured loans (1) |
|
|
| 6.9 | % |
|
|
| 7.2 | % |
|
|
| 6.4 | % |
| 6.6 | % |
Weighted average yield on second lien loans (1) |
|
|
| 10.0 | % |
|
|
| 10.4 | % |
|
|
| 9.5 | % |
| 9.7 | % |
Weighted average yield on all loans (1) |
|
|
| 7.0 | % |
|
|
| 7.4 | % |
|
|
| 6.5 | % |
| 6.7 | % |
Number of borrowers in Logan JV |
|
|
| 132 |
|
|
|
| 130 |
|
|
|
| 128 |
| 131 |
| |
Largest loan to a single borrower (2) |
|
| $ | 5,009 |
|
|
| $ | 5,101 |
|
|
| $ | 5,000 |
| $ | 5,000 |
|
Total of five largest loans to borrowers (2) |
|
| $ | 24,997 |
|
|
| $ | 25,001 |
|
|
| $ | 24,812 |
| $ | 24,906 |
|
(1) | Weighted average yield at their current amortized cost. |
(2) | At current principal amount. |
The weighted average yield of Logan JV’s debt investments is not the same as a return on Logan JV investment for the Company’s stockholders but, rather, relates to a portion of the Company’s investment portfolio and is calculated before the payment of the Company’s expenses. The weighted average yield was computed using the effective interest rates as of September 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. There can be no assurance that the weighted average yield will remain at its current level.
For the three months ended September 30,March 31, 2020 and 2019, and 2018, the Company’s share of income from distributions related to its Logan JV LLC equity interest was $2,400$2,320 and $2,560,$2,600, respectively, which amounts are included in dividend income from controlled investments in the Consolidated Statement of Operations. ForOperations and reduction of cost basis on the nine months ended September 30, 2019Consolidated Statements of Assets and 2018, the Company’s share of income from distributions related to its Logan JV LLC equity interest was $7,560 and $7,360, respectively.Liabilities. As of September 30, 2019March 31, 2020 and December 31, 2018, $2,6892019, $2,585 and $2,481,$2,593, respectively, of income related to the Logan JV was included in interest, dividends and fees receivable on the Consolidated Statements of Assets and Liabilities. As of September 30, 2019March 31, 2020 and December 31, 2018, $3112019, $327 and $207,$327, respectively, of return of capital associated with distribution declared was included the Distribution receivable on the Consolidated Statements of Assets and Liabilities. As of September 30,March 31, 2020, distributions declared and earned of $9,584 for the twelve months ended March 31, 2020, represented a dividend yield to the Company of 10.1% based upon average capital invested. As of December 31, 2019, distributions declared and earned of $9,849$9,760 for the twelve months ended September 30,December 31, 2019, represented a dividend yield to the Company of 10.7% based upon average capital invested. As of December 31, 2018, distributions declared and earned of $9,912 for the twelve months ended December 31, 2018, represented a dividend yield to the Company of 12.0%10.5% based upon average capital invested.
36
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ticketek Pty Ltd |
| Services: Consumer |
| 5% (LIBOR +4.25%) |
| 11/22/2019 |
| 11/23/2026 |
|
| 1,500 |
|
| $ | 1,485 |
|
| $ | 1,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Australia |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,485 |
|
| $ | 1,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avison Young Canada Inc. |
| Services: Business |
| 6.94% (LIBOR +5%) |
| 03/07/2019 |
| 02/01/2026 |
|
| 3,954 |
|
| $ | 3,886 |
|
| $ | 3,255 |
|
PNI Canada Acquireco Corp |
| High Tech Industries |
| 6.1% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,712 |
|
|
| 1,705 |
|
|
| 1,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Canada |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 5,591 |
|
| $ | 4,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhodia Acetow |
| Consumer goods: Non-Durable |
| 7.42% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 973 |
|
| $ | 965 |
|
| $ | 740 |
|
VAC Germany Holding GmbH |
| Metals & Mining |
| 5.94% (LIBOR +4%) |
| 02/26/2018 |
| 02/26/2025 |
|
| 2,940 |
|
|
| 2,929 |
|
|
| 2,132 |
|
Total Germany |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,894 |
|
| $ | 2,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connect Finco SARL |
| Telecommunications |
| 6.11% (LIBOR +4.5%) |
| 09/23/2019 |
| 12/11/2026 |
|
| 1,432 |
|
| $ | 1,404 |
|
| $ | 1,154 |
|
Travelport Finance |
| Services: Consumer |
| 6.94% (LIBOR +5%) |
| 03/18/2019 |
| 05/30/2026 |
|
| 2,985 |
|
|
| 2,932 |
|
|
| 1,959 |
|
Total Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 4,336 |
|
| $ | 3,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxey Bidco Ltd. |
| Services: Consumer |
| 6.06% (LIBOR +5%) |
| 08/07/2018 |
| 06/16/2025 |
|
| 5,000 |
|
| $ | 4,844 |
|
| $ | 4,250 |
|
Connect Finco SARL (9) |
| Retail |
| 5.96% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,809 |
|
|
| 2,799 |
|
|
| 2,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,643 |
|
| $ | 6,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1A Smart Start LLC |
| Services: Consumer |
| 6.1% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,291 |
|
| $ | 4,281 |
|
| $ | 3,991 |
|
A Place for Mom Inc |
| Media: Advertising, Printing & Publishing |
| 5.35% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,900 |
|
|
| 3,888 |
|
|
| 3,413 |
|
A10 Capital, LLC |
| Banking, Finance, Insurance & Real Estate |
| 7.5% (LIBOR +6.5%) |
| 04/25/2018 |
| 05/01/2023 |
|
| 5,000 |
|
|
| 4,968 |
|
|
| 4,749 |
|
Achilles Acquisition LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.63% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 3,960 |
|
|
| 3,952 |
|
|
| 3,514 |
|
Acproducts Inc |
| Construction & Building |
| 8.19% (LIBOR +6.5%) |
| 02/14/2020 |
| 08/13/2025 |
|
| 500 |
|
|
| 510 |
|
|
| 456 |
|
Advanced Integration Technology LP |
| Aerospace & Defense |
| 6.35% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,930 |
|
|
| 1,921 |
|
|
| 1,766 |
|
Advisor Group Holdings Inc |
| Banking, Finance, Insurance & Real Estate |
| 6.6% (LIBOR +5%) |
| 07/31/2019 |
| 07/31/2026 |
|
| 3,206 |
|
|
| 3,187 |
|
|
| 2,439 |
|
AG Parent Holdings LLC |
| High Tech Industries |
| 6.6% (LIBOR +5%) |
| 07/30/2019 |
| 07/31/2026 |
|
| 2,660 |
|
|
| 2,636 |
|
|
| 2,175 |
|
AgroFresh Inc. |
| Chemicals, Plastics & Rubber |
| 6.35% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,910 |
|
|
| 1,906 |
|
|
| 1,528 |
|
Air Medical Group Holdings Inc |
| Healthcare & Pharmaceuticals |
| 5.86% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,199 |
|
|
| 2,188 |
|
|
| 1,985 |
|
Alcami Carolinas Corp |
| Healthcare & Pharmaceuticals |
| 5.85% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,940 |
|
|
| 3,925 |
|
|
| 3,230 |
|
Alchemy US Holdco 1 LLC |
| Chemicals, Plastics & Rubber |
| 6.42% (LIBOR +5.5%) |
| 10/01/2018 |
| 10/10/2025 |
|
| 1,938 |
|
|
| 1,915 |
|
|
| 1,715 |
|
Allen Media LLC |
| Media: Broadcasting & Subscription |
| 7.23% (LIBOR +5.5%) |
| 02/06/2020 |
| 02/05/2027 |
|
| 3,000 |
|
|
| 2,985 |
|
|
| 2,520 |
|
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 2,377 |
|
|
| 2,368 |
|
|
| 1,189 |
|
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 575 |
|
|
| 573 |
|
|
| 288 |
|
37
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Retail |
| 6.6% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,900 |
|
|
| 3,866 |
|
|
| 3,296 |
| |
Ansira Holdings, Inc. (3) |
| Media: Diversified & Production |
| 7.36% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 608 |
|
|
| 400 |
|
|
| 249 |
|
Ansira Holdings, Inc. |
| Media: Diversified & Production |
| 7.36% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,827 |
|
|
| 1,818 |
|
|
| 1,370 |
|
AP Gaming I LLC |
| Hotel, Gaming & Leisure |
| 5.1% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,432 |
|
|
| 2,428 |
|
|
| 1,909 |
|
APC Aftermarket |
| Automotive |
| 6.72% (LIBOR +5%) |
| 11/11/2019 |
| 05/09/2025 |
|
| 184 |
|
|
| 142 |
|
|
| 146 |
|
APC Aftermarket |
| Automotive |
| 6.72% (LIBOR +5%) |
| 11/12/2019 |
| 05/10/2024 |
|
| 328 |
|
|
| 241 |
|
|
| 109 |
|
APFS Staffing Holdings Inc |
| Services: Consumer |
| 5.68% (LIBOR +4.75%) |
| 04/04/2019 |
| 04/15/2026 |
|
| 1,980 |
|
|
| 1,945 |
|
|
| 1,638 |
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 6.19% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,970 |
|
|
| 1,970 |
|
|
| 1,960 |
|
Ascend Performance Materials Operations LLC |
| Chemicals, Plastics & Rubber |
| 7.19% (LIBOR +5.25%) |
| 08/16/2019 |
| 08/27/2026 |
|
| 877 |
|
|
| 861 |
|
|
| 781 |
|
Avaya Inc |
| Telecommunications |
| 4.95% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,345 |
|
|
| 2,328 |
|
|
| 2,023 |
|
Axiom Global Inc |
| Services: Business |
| 6.21% (LIBOR +4.75%) |
| 09/25/2019 |
| 10/01/2026 |
|
| 2,993 |
|
|
| 2,964 |
|
|
| 2,933 |
|
Barbri Inc |
| Media: Diversified & Production |
| 5.77% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,112 |
|
|
| 2,607 |
|
BCP Qualtek Merger Sub LLC |
| Telecommunications |
| 8.03% (LIBOR +6.25%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,850 |
|
|
| 3,791 |
|
|
| 3,446 |
|
Big Ass Fans LLC |
| Capital Equipment |
| 5.69% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,443 |
|
|
| 2,436 |
|
|
| 2,150 |
|
Big River Steel LLC |
| Metals & Mining |
| 6.94% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,950 |
|
|
| 1,939 |
|
|
| 1,872 |
|
BI-LO LLC |
| Retail |
| 9.74% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,478 |
|
|
| 1,436 |
|
|
| 1,215 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.12% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,918 |
|
|
| 2,900 |
|
|
| 2,366 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 5.94% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,160 |
|
|
| 3,148 |
|
|
| 2,734 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 6.1% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/18/2025 |
|
| 1,975 |
|
|
| 1,893 |
|
|
| 1,629 |
|
Canister International Group Inc |
| Forest Products & Paper |
| 6.35% (LIBOR +4.75%) |
| 12/18/2019 |
| 12/21/2026 |
|
| 2,000 |
|
|
| 1,981 |
|
|
| 1,725 |
|
CC Amulet Intermediate, LLC (4) |
| Healthcare & Pharmaceuticals |
| 7% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 1,538 |
|
|
| 82 |
|
|
| (54 | ) |
CC Amulet Intermediate, LLC |
| Healthcare & Pharmaceuticals |
| 6.35% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,401 |
|
|
| 3,377 |
|
|
| 3,078 |
|
Cengage Learning Acquisitions, Inc. |
| Media: Advertising, Printing & Publishing |
| 5.85% (LIBOR +4.25%) |
| 11/07/2019 |
| 06/07/2023 |
|
| 2,984 |
|
|
| 2,783 |
|
|
| 2,447 |
|
Clarity Telecom, LLC |
| Telecommunications |
| 5.85% (LIBOR +4.25%) |
| 06/27/2019 |
| 08/31/2026 |
|
| 788 |
|
|
| 781 |
|
|
| 670 |
|
Clear Balance Holdings, LLC |
| Banking, Finance, Insurance & Real Estate |
| 7.69% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,771 |
|
|
| 4,757 |
|
|
| 4,627 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 10.6% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| - |
|
|
| - |
|
|
| - |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 9.5% (LIBOR +8.5%) |
| 03/27/2020 |
| 03/27/2024 |
|
| 331 |
|
|
| 305 |
|
|
| 285 |
|
Conyers Park Parent Merger Sub Inc |
| Beverage, Food & Tobacco |
| 4.55% (LIBOR +3.75%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,895 |
|
|
| 1,890 |
|
|
| 1,772 |
|
CT Technologies Intermediate Holdings, Inc |
| Healthcare & Pharmaceuticals |
| 5.85% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,895 |
|
|
| 1,898 |
|
|
| 1,499 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 4.85% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 245 |
|
|
| 245 |
|
|
| 242 |
|
Discovery Practice Management, Inc. |
| Healthcare & Pharmaceuticals |
| 6.28% (LIBOR +4.5%) |
| 07/22/2019 |
| 06/15/2024 |
|
| 4,962 |
|
|
| 4,941 |
|
|
| 4,440 |
|
Drilling Info Inc. |
| High Tech Industries |
| 5.85% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,432 |
|
|
| 4,415 |
|
|
| 3,545 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 6.35% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,463 |
|
|
| 1,454 |
|
|
| 1,324 |
|
E2open, LLC |
| Transportation: Cargo |
| 7.36% (LIBOR +5.75%) |
| 06/21/2019 |
| 11/26/2024 |
|
| 4,975 |
|
|
| 4,932 |
|
|
| 4,787 |
|
Eliassen Group, LLC |
| Services: Business |
| 6.1% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,638 |
|
|
| 4,620 |
|
|
| 4,289 |
|
Empower Payments Acquisition |
| Services: Business |
| 5.94% (LIBOR +4%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 3,950 |
|
|
| 3,942 |
|
|
| 3,427 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 4.2% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,561 |
|
|
| 2,548 |
|
|
| 2,200 |
|
Gold Standard Baking, Inc. (11) |
| Wholesale |
| 8.5% (LIBOR +6.5%) |
| 05/19/2015 |
| 07/23/2022 |
|
| 2,577 |
|
|
| 2,391 |
|
|
| 1,160 |
|
Golden West Packaging Group LLC |
| Containers, Packaging & Glass |
| 7.35% (LIBOR +5.75%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,586 |
|
|
| 4,572 |
|
|
| 4,126 |
|
Granite Holdings US Acquisition Co |
| Capital Equipment |
| 7.21% (LIBOR +5.25%) |
| 09/25/2019 |
| 09/30/2026 |
|
| 2,919 |
|
|
| 2,837 |
|
|
| 2,116 |
|
Great Dane Merger Sub Inc |
| High Tech Industries |
| 5.1% (LIBOR +3.5%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,948 |
|
|
| 2,937 |
|
|
| 2,476 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 7.44% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,944 |
|
|
| 1,922 |
|
|
| 1,847 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 5.6% (LIBOR +4%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,888 |
|
|
| 4,871 |
|
|
| 4,374 |
|
Hoffman Southwest Corporation |
| Environmental Industries |
| 6.44% (LIBOR +4.5%) |
| 05/16/2019 |
| 08/14/2023 |
|
| 1,610 |
|
|
| 1,597 |
|
|
| 1,513 |
|
Hornblower Sub LLC |
| Hotel, Gaming & Leisure |
| 6.44% (LIBOR +4.5%) |
| 03/08/2019 |
| 04/28/2025 |
|
| 1,771 |
|
|
| 1,764 |
|
|
| 1,063 |
|
38
Logan JV Loan Portfolio as of September 30,March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 5.61% (LIBOR +4%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,302 |
|
|
| 2,288 |
|
|
| 2,026 |
| |
Infoblox Inc. |
| High Tech Industries |
| 6.1% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,109 |
|
|
| 2,083 |
|
|
| 1,877 |
|
Institutional Shareholder Services, Inc. |
| Services: Business |
| 6.44% (LIBOR +4.5%) |
| 03/04/2019 |
| 02/26/2026 |
|
| 1,980 |
|
|
| 1,963 |
|
|
| 1,653 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 7.6% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 2,963 |
|
|
| 2,940 |
|
|
| 2,711 |
|
International Textile Group Inc |
| Consumer goods: Durable |
| 6.58% (LIBOR +5%) |
| 04/20/2018 |
| 04/19/2024 |
|
| 956 |
|
|
| 953 |
|
|
| 655 |
|
Isagenix International LLC |
| Services: Consumer |
| 7.02% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,823 |
|
|
| 1,810 |
|
|
| 679 |
|
Liaison |
| Services: Business |
| 6.41% (LIBOR +4.5%) |
| 12/13/2019 |
| 12/20/2026 |
|
| 2,494 |
|
|
| 2,488 |
|
|
| 2,157 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.06% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,053 |
|
|
| 2,007 |
|
|
| 1,650 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.31% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 465 |
|
|
| 463 |
|
|
| 430 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.31% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 1,800 |
|
|
| 1,794 |
|
|
| 1,665 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 6.35% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,948 |
|
|
| 2,926 |
|
|
| 2,874 |
|
Mavenir Systems Inc |
| Telecommunications |
| 7% (LIBOR +6%) |
| 05/01/2018 |
| 05/01/2025 |
|
| 1,965 |
|
|
| 1,936 |
|
|
| 1,710 |
|
MDVIP Inc |
| Healthcare & Pharmaceuticals |
| 5.85% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 2,213 |
|
|
| 2,210 |
|
|
| 1,870 |
|
Merrill Communications LLC |
| Media: Advertising, Printing & Publishing |
| 6.91% (LIBOR +5%) |
| 09/26/2019 |
| 09/25/2026 |
|
| 1,995 |
|
|
| 1,976 |
|
|
| 1,776 |
|
Miller's Ale House Inc |
| Hotel, Gaming & Leisure |
| 5.76% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,358 |
|
|
| 2,349 |
|
|
| 1,710 |
|
MRI SOFTWARE LLC (5)(9) |
| Construction & Building |
| 6.95% (LIBOR +5.5%) |
| 01/31/2020 |
| 02/10/2026 |
|
| 222 |
|
|
| (1 | ) |
|
| (26 | ) |
MRI Software LLC |
| Construction & Building |
| 7.1% (LIBOR +5.5%) |
| 01/31/2020 |
| 02/10/2026 |
|
| 1,278 |
|
|
| 1,272 |
|
|
| 1,131 |
|
Nasco Healthcare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.28% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,431 |
|
|
| 4,427 |
|
|
| 4,121 |
|
National Seating & Mobility Inc |
| Healthcare & Pharmaceuticals |
| 7.19% (LIBOR +5.25%) |
| 11/12/2019 |
| 11/16/2026 |
|
| 2,307 |
|
|
| 2,285 |
|
|
| 2,076 |
|
New Insight Holdings Inc |
| Services: Business |
| 7.26% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,955 |
|
|
| 1,889 |
|
|
| 1,760 |
|
NextCare, Inc. (6)(9) |
| Healthcare & Pharmaceuticals |
| 5.95% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 630 |
|
|
| (4 | ) |
|
| (63 | ) |
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 3,807 |
|
|
| 3,781 |
|
|
| 3,426 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 6.56% (LIBOR +4.5%) |
| 03/28/2018 |
| 03/28/2025 |
|
| 4,165 |
|
|
| 4,150 |
|
|
| 3,540 |
|
Oak Point Partners, LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.25% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 2,925 |
|
|
| 2,904 |
|
|
| 2,779 |
|
OB Hospitalist Group Inc |
| Healthcare & Pharmaceuticals |
| 5.95% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,192 |
|
|
| 2,185 |
|
|
| 1,830 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 5.6% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,943 |
|
|
| 1,936 |
|
|
| 1,457 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 559 |
|
|
| 555 |
|
|
| 531 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 03/04/2019 |
| 10/21/2024 |
|
| 825 |
|
|
| 818 |
|
|
| 784 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 1,911 |
|
|
| 1,897 |
|
|
| 1,816 |
|
OSM MSO, LLC |
| Healthcare & Pharmaceuticals |
| 6.94% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,898 |
|
|
| 3,871 |
|
|
| 3,421 |
|
Output Services Group Inc |
| Services: Business |
| 6.11% (LIBOR +4.5%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,412 |
|
|
| 4,397 |
|
|
| 3,772 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 5.6% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,299 |
|
|
| 2,291 |
|
|
| 1,966 |
|
Parts Town |
| Beverage, Food & Tobacco |
| 7.44% (LIBOR +5.5%) |
| 11/07/2019 |
| 10/15/2025 |
|
| 998 |
|
|
| 993 |
|
|
| 993 |
|
Patriot Rail Co LLC |
| Transportation: Cargo |
| 7.08% (LIBOR +5.25%) |
| 10/15/2019 |
| 10/11/2026 |
|
| 3,500 |
|
|
| 3,434 |
|
|
| 3,063 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 6.6% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,955 |
|
|
| 2,931 |
|
|
| 2,290 |
|
Pivotal Payments |
| Services: Business |
| 6.6% (LIBOR +5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,719 |
|
|
| 3,697 |
|
|
| 3,384 |
|
PLH Group Inc |
| Energy: Oil & Gas |
| 7.74% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,844 |
|
|
| 3,780 |
|
|
| 3,171 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 6.69% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 2,963 |
|
|
| 2,868 |
|
|
| 2,614 |
|
Portillo's Holdings, LLC |
| Beverage, Food & Tobacco |
| 7.44% (LIBOR +5.5%) |
| 11/27/2019 |
| 09/06/2024 |
|
| 1,990 |
|
|
| 1,971 |
|
|
| 1,642 |
|
Premise Health Holding Corp (7)(9) |
| Healthcare & Pharmaceuticals |
| 4.95% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 71 |
|
|
| - |
|
|
| (11 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 5.44% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 887 |
|
|
| 884 |
|
|
| 754 |
|
Project Leopard Holdings Inc |
| High Tech Industries |
| 6.1% (LIBOR +4.5%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,706 |
|
|
| 1,704 |
|
|
| 1,504 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 4.75% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,955 |
|
|
| 1,942 |
|
|
| 1,861 |
|
Pure Fishing Inc |
| Consumer goods: Non-Durable |
| 6.1% (LIBOR +4.5%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,188 |
|
|
| 1,149 |
|
|
| 970 |
|
QuickBase Inc. |
| Services: Business |
| 5.6% (LIBOR +4%) |
| 03/29/2019 |
| 04/03/2026 |
|
| 2,084 |
|
|
| 2,075 |
|
|
| 2,022 |
|
39
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Beverage, Food & Tobacco |
| 8.6% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,001 |
|
|
| 987 |
|
|
| 851 |
| |
Red Ventures LLC |
| Media: Advertising, Printing & Publishing |
| 4.11% (LIBOR +2.5%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,013 |
|
|
| 2,000 |
|
|
| 1,698 |
|
Silverback Merger Sub Inc |
| High Tech Industries |
| 4.56% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,170 |
|
|
| 1,168 |
|
|
| 1,020 |
|
SMS Systems Maintenance Services Inc |
| High Tech Industries |
| 6.6% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,903 |
|
|
| 2,895 |
|
|
| 2,021 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 7.76% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 2,754 |
|
|
| 2,737 |
|
|
| 2,616 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 7.76% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 235 |
|
|
| 234 |
|
|
| 224 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 7.76% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 1,889 |
|
|
| 1,878 |
|
|
| 1,795 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 7.86% (LIBOR +6.25%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,219 |
|
|
| 1,211 |
|
|
| 987 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 7.58% (LIBOR +6%) |
| 11/06/2019 |
| 08/16/2024 |
|
| 998 |
|
|
| 923 |
|
|
| 808 |
|
Teneo Holdings LLC |
| Services: Business |
| 6.25% (LIBOR +5.25%) |
| 07/15/2019 |
| 07/11/2025 |
|
| 2,239 |
|
|
| 2,160 |
|
|
| 1,836 |
|
Titan Sub LLC |
| Aerospace & Defense |
| 6.6% (LIBOR +5%) |
| 09/19/2019 |
| 09/21/2026 |
|
| 2,244 |
|
|
| 2,224 |
|
|
| 1,913 |
|
TOMS Shoes LLC |
| Retail |
| 6.27% (LIBOR +5%) |
| 12/27/2019 |
| 12/31/2025 |
|
| 665 |
|
|
| 665 |
|
|
| 428 |
|
TOMS Shoes LLC |
| Retail |
| 6.77% (LIBOR +5.5%) |
| 12/20/2019 |
| 09/30/2025 |
|
| 310 |
|
|
| 310 |
|
|
| 254 |
|
Tupelo Buyer Inc |
| Transportation: Cargo |
| 5.35% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,177 |
|
|
| 2,165 |
|
|
| 1,850 |
|
Uber Technologies, Inc. |
| Services: Consumer |
| 5% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,751 |
|
|
| 2,741 |
|
|
| 2,588 |
|
Unified Physician Management, LLC |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 12/12/2019 |
| 11/27/2023 |
|
| 2,369 |
|
|
| 2,347 |
|
|
| 2,274 |
|
Upstream Newco Inc |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 10/24/2019 |
| 11/20/2026 |
|
| 2,933 |
|
|
| 2,919 |
|
|
| 2,449 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 5.85% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 203 |
|
|
| 176 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 5.6% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,470 |
|
|
| 2,465 |
|
|
| 2,013 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 7.69% (LIBOR +6%) |
| 08/13/2019 |
| 08/16/2025 |
|
| 1,950 |
|
|
| 1,827 |
|
|
| 1,609 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 6.72% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,221 |
|
|
| 2,191 |
|
|
| 2,099 |
|
Women's Care Florida LLP |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,888 |
|
|
| 4,871 |
|
|
| 4,399 |
|
Yak Access LLC |
| Energy: Oil & Gas |
| 6.6% (LIBOR +5%) |
| 06/29/2018 |
| 07/11/2025 |
|
| 2,850 |
|
|
| 2,785 |
|
|
| 2,109 |
|
Zenith American Holding, Inc. |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 3,938 |
|
|
| 3,929 |
|
|
| 3,702 |
|
Zenith American Holding, Inc. (8) |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 496 |
|
|
| 119 |
|
|
| 94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 292,884 |
|
| $ | 254,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 315,833 |
|
| $ | 272,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 9.91% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
| $ | 993 |
|
| $ | 995 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 12% (LIBOR +11%) |
| 03/27/2020 |
| 03/27/2025 |
|
| 282 |
|
|
| 34 |
|
|
| 63 |
|
DiversiTech Holdings Inc |
| Consumer goods: Durable |
| 9.44% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,988 |
|
|
| 1,636 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 10.44% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 489 |
|
|
| 456 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 8.6% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 972 |
|
|
| 849 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 9.6% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 695 |
|
|
| 687 |
|
TKC Holdings Inc |
| Services: Business |
| 9.61% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,841 |
|
|
| 1,434 |
|
Wash Multifamily Acquisition Inc. |
| Services: Consumer |
| 8.6% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 338 |
|
Wash Multifamily Acquisition Inc. |
| Services: Consumer |
| 8.6% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,510 |
|
| $ | 6,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,510 |
|
| $ | 6,517 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constellis Holdings, LLC |
| Aerospace & Defense |
|
|
| 03/27/2020 |
|
|
|
| 20 |
|
| $ | 204 |
|
| $ | 7 |
|
TOMS Shoes LLC |
| Retail |
|
|
| 12/27/2019 |
|
|
|
| 9 |
|
|
| 575 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 779 |
|
| $ | 7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 779 |
|
| $ | 7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 324,122 |
|
| $ | 278,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dreyfus Government Cash Management Fund |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 8,833 |
|
| $ | 8,833 |
|
Other cash accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 698 |
|
|
| 698 |
|
Total Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 9,531 |
|
| $ | 9,531 |
|
(2) | Represents fair value in accordance with ASC Topic 820. |
(3) | Represents a delayed draw commitment of $608,168, of which $206,785 was unfunded as of March 31, 2020. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(4) | Represents a delayed draw commitment of $1,538,462, of which, $1,446,154 was unfunded as of March 31, 2020. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(5) | Represents a delayed draw commitment of $222,229, which was unfunded as of March 31, 2020. Issuer pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(6) | Represents a delayed draw commitment of $630,036, which was unfunded as of March 31, 2020. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(7) | Represents a delayed draw commitment of $71,456, which was unfunded as of March 31, 2020. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(8) | Represents a delayed draw commitment of $495,893, of which $372,386 was unfunded as of March 31, 2020. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(9) | Unfunded amount will start to accrue interest when the position is funded. Three month LIBOR as of March 31, 2020 is shown to reflect possible projected interest rate. |
(10) | All investments are pledged as collateral for loans payable unless otherwise noted. |
(11) | Loan was on non-accrual as of March 31, 2020. |
41
Logan JV Loan Portfolio as of December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||||||||||||||||||||||
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||||||||||||||||||||||
Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Ticketek Pty Ltd (9) |
| Services: Consumer |
| 6.16% (LIBOR +4.25%) |
| 11/22/2019 |
| 11/23/2026 |
|
| 1,500 |
|
| $ | 1,485 |
|
| $ | 1,500 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Total Australia |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,485 |
|
| $ | 1,500 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avison Young Canada Inc. |
| Services: Business |
| 7.33% (LIBOR +5%) |
| 03/07/2019 |
| 02/01/2026 |
|
| 3,474 |
|
| $ | 3,409 |
|
| $ | 3,413 |
| ||||||||||||||||||||
Avison Young Canada, Inc. |
| Services: Business |
| 6.91% (LIBOR +5%) |
| 03/07/2019 |
| 02/01/2026 |
|
| 3,964 |
|
| $ | 3,893 |
|
| $ | 3,903 |
| ||||||||||||||||||||
PNI Canada Acquireco Corp |
| High Tech Industries |
| 6.61% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,720 |
|
|
| 1,712 |
|
|
| 1,717 |
|
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,716 |
|
|
| 1,709 |
|
|
| 1,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Canada |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 5,121 |
|
| $ | 5,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 5,602 |
|
| $ | 5,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhodia Acetow |
| Consumer goods: Non-Durable |
| 8.15% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 978 |
|
| $ | 969 |
|
| $ | 932 |
|
| Consumer goods: Non-Durable |
| 7.42% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 975 |
|
| $ | 967 |
|
| $ | 887 |
|
VAC Germany Holding GmbH |
| Metals & Mining |
| 6.33% (LIBOR +4%) |
| 02/26/2018 |
| 02/26/2025 |
|
| 2,955 |
|
|
| 2,943 |
|
|
| 2,911 |
|
| Metals & Mining |
| 5.94% (LIBOR +4%) |
| 02/26/2018 |
| 3/8/2025 |
|
| 2,948 |
|
|
| 2,936 |
|
|
| 2,520 |
|
Total Germany |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,912 |
|
| $ | 3,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,903 |
|
| $ | 3,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travelport Finance |
| Services: Consumer |
| 7.54% (LIBOR +5%) |
| 03/18/2019 |
| 05/30/2026 |
|
| 3,000 |
|
| $ | 2,943 |
|
| $ | 2,725 |
|
| Services: Consumer |
| 6.94% (LIBOR +5%) |
| 03/18/2019 |
| 05/30/2026 |
|
| 2,993 |
|
| $ | 2,937 |
|
| $ | 2,807 |
|
Total Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2,943 |
|
| $ | 2,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2,937 |
|
| $ | 2,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxey Bidco Ltd. |
| Services: Consumer |
| 7.05% (LIBOR +5%) |
| 08/07/2018 |
| 08/07/2025 |
|
| 5,000 |
|
| $ | 4,828 |
|
| $ | 4,800 |
|
| Services: Consumer |
| 6.8% (LIBOR +5%) |
| 08/07/2018 |
| 06/16/2025 |
|
| 5,000 |
|
| $ | 4,836 |
|
| $ | 4,850 |
|
Connect Finco SARL (9) |
| Telecommunications |
| 6.41% (LIBOR +4.5%) |
| 09/23/2019 |
| 12/11/2026 |
|
| 1,432 |
|
|
| 1,403 |
|
|
| 1,442 |
| ||||||||||||||||||||
EG Group |
| Retail |
| 6.33% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,824 |
|
|
| 2,813 |
|
|
| 2,797 |
|
| Retail |
| 5.96% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,816 |
|
|
| 2,806 |
|
|
| 2,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Total United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,641 |
|
| $ | 7,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 9,045 |
|
| $ | 9,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1A Smart Start LLC |
| Services: Consumer |
| 6.83% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,313 |
|
| $ | 4,301 |
|
| $ | 4,313 |
| ||||||||||||||||||||
A Place for Mom Inc |
| Media: Advertising, Printing & Publishing |
| 5.86% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,920 |
|
|
| 3,906 |
|
|
| 3,862 |
| ||||||||||||||||||||
A10 Capital, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.53% (LIBOR +6.5%) |
| 04/25/2018 |
| 04/27/2023 |
|
| 5,000 |
|
|
| 4,964 |
|
|
| 4,926 |
| ||||||||||||||||||||
Achilles Acquisition LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.13% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 3,980 |
|
|
| 3,971 |
|
|
| 3,988 |
| ||||||||||||||||||||
Advanced Computer Software |
| High Tech Industries |
| 6.79% (LIBOR +4.75%) |
| 05/25/2018 |
| 05/31/2024 |
|
| 1,485 |
|
|
| 1,482 |
|
|
| 1,488 |
| ||||||||||||||||||||
Advanced Integration Technology LP |
| Aerospace & Defense |
| 6.86% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,940 |
|
|
| 1,929 |
|
|
| 1,918 |
| ||||||||||||||||||||
Advisor Group Holdings Inc |
| Banking, Finance, Insurance & Real Estate |
| 7.11% (LIBOR +5%) |
| 07/31/2019 |
| 07/31/2026 |
|
| 1,714 |
|
|
| 1,697 |
|
|
| 1,683 |
| ||||||||||||||||||||
AG Parent Holdings LLC |
| High Tech Industries |
| 7.26% (LIBOR +5%) |
| 07/30/2019 |
| 07/31/2026 |
|
| 2,667 |
|
|
| 2,641 |
|
|
| 2,663 |
| ||||||||||||||||||||
1A Smart Start, LLC (13) |
| Services: Consumer |
| 6.3% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,302 |
|
| $ | 4,291 |
|
| $ | 4,302 |
| ||||||||||||||||||||
A Place for Mom, Inc. |
| Media: Advertising, Printing & Publishing |
| 5.55% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,910 |
|
|
| 3,897 |
|
|
| 3,851 |
| ||||||||||||||||||||
A10 Capital, LLC (13) |
| Banking, Finance, Insurance & Real Estate |
| 8.24% (LIBOR +6.5%) |
| 04/25/2018 |
| 05/01/2023 |
|
| 5,000 |
|
|
| 4,967 |
|
|
| 4,950 |
| ||||||||||||||||||||
Achilles Acquisition, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.81% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 3,970 |
|
|
| 3,962 |
|
|
| 4,017 |
| ||||||||||||||||||||
Advanced Integration Technology, LP |
| Aerospace & Defense |
| 6.55% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,935 |
|
|
| 1,925 |
|
|
| 1,904 |
| ||||||||||||||||||||
Advisor Group Holdings, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.8% (LIBOR +5%) |
| 07/31/2019 |
| 07/31/2026 |
|
| 1,714 |
|
|
| 1,698 |
|
|
| 1,705 |
| ||||||||||||||||||||
AG Parent Holdings, LLC |
| High Tech Industries |
| 6.91% (LIBOR +5%) |
| 07/30/2019 |
| 07/31/2026 |
|
| 2,667 |
|
|
| 2,642 |
|
|
| 2,649 |
| ||||||||||||||||||||
AgroFresh Inc. |
| Chemicals, Plastics & Rubber |
| 7.37% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,920 |
|
|
| 1,915 |
|
|
| 1,795 |
|
| Chemicals, Plastics & Rubber |
| 6.55% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,915 |
|
|
| 1,911 |
|
|
| 1,637 |
|
Air Medical Group Holdings Inc |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,211 |
|
|
| 2,198 |
|
|
| 2,076 |
| ||||||||||||||||||||
Air Medical Group Holdings, Inc. |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,205 |
|
|
| 2,193 |
|
|
| 2,144 |
| ||||||||||||||||||||
Alcami Carolinas Corp |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,960 |
|
|
| 3,943 |
|
|
| 3,722 |
|
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,950 |
|
|
| 3,934 |
|
|
| 3,634 |
|
Alchemy US Holdco 1 LLC |
| Chemicals, Plastics & Rubber |
| 7.56% (LIBOR +5.5%) |
| 10/01/2018 |
| 10/10/2025 |
|
| 1,963 |
|
|
| 1,937 |
|
|
| 1,943 |
| ||||||||||||||||||||
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 6.58% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 2,389 |
|
|
| 2,379 |
|
|
| 2,365 |
| ||||||||||||||||||||
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 6.58% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 578 |
|
|
| 576 |
|
|
| 572 |
| ||||||||||||||||||||
Alchemy US Holdco 1, LLC |
| Chemicals, Plastics & Rubber |
| 7.29% (LIBOR +5.5%) |
| 10/01/2018 |
| 10/10/2025 |
|
| 1,950 |
|
|
| 1,926 |
|
|
| 1,921 |
| ||||||||||||||||||||
AMCP Clean Acquisition Co, LLC |
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 6/16/2025 |
|
| 2,383 |
|
|
| 2,374 |
|
|
| 2,329 |
| ||||||||||||||||||||
AMCP Clean Acquisition Co, LLC |
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 6/16/2025 |
|
| 577 |
|
|
| 574 |
|
|
| 564 |
| ||||||||||||||||||||
American Sportsman Holdings Co |
| Retail |
| 7.11% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,920 |
|
|
| 3,882 |
|
|
| 3,783 |
|
| Retail |
| 6.8% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,910 |
|
|
| 3,874 |
|
|
| 3,906 |
|
Ansira Holdings, Inc. (3) |
| Media: Diversified & Production |
| 7.86% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 610 |
|
|
| 402 |
|
|
| 342 |
|
| Media: Diversified & Production |
| 7.55% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 609 |
|
|
| 401 |
|
|
| 341 |
|
Ansira Holdings, Inc. |
| Media: Diversified & Production |
| 7.86% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,836 |
|
|
| 1,826 |
|
|
| 1,652 |
| ||||||||||||||||||||
AP Gaming I LLC |
| Hotel, Gaming & Leisure |
| 5.61% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,444 |
|
|
| 2,440 |
|
|
| 2,437 |
| ||||||||||||||||||||
APC Aftermarket |
| Automotive |
| 7.18% (LIBOR +5%) |
| 05/09/2017 |
| 05/10/2024 |
|
| 489 |
|
|
| 482 |
|
|
| 372 |
| ||||||||||||||||||||
APFS Staffing Holdings Inc |
| Services: Consumer |
| 7.06% (LIBOR +5%) |
| 04/04/2019 |
| 04/10/2026 |
|
| 1,995 |
|
|
| 1,957 |
|
|
| 1,988 |
| ||||||||||||||||||||
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 6.58% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,980 |
|
|
| 1,980 |
|
|
| 1,970 |
| ||||||||||||||||||||
Ansira Holdings, Inc. (13) |
| Media: Diversified & Production |
| 7.55% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,831 |
|
|
| 1,822 |
|
|
| 1,648 |
|
3942
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Chemicals, Plastics & Rubber |
| 7.4% (LIBOR +5.25%) |
| 08/16/2019 |
| 08/27/2026 |
|
| 1,150 |
|
|
| 1,127 |
|
|
| 1,156 |
| |
ATI Merger Sub Inc. |
| Healthcare & Pharmaceuticals |
| 6.7% (LIBOR +4.5%) |
| 12/19/2018 |
| 12/05/2025 |
|
| 4,301 |
|
|
| 4,262 |
|
|
| 4,279 |
|
Avaya Inc |
| Telecommunications |
| 6.43% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,568 |
|
|
| 2,548 |
|
|
| 2,447 |
|
Axiom Global Inc (10) |
| Services: Business |
| 6.84% (LIBOR +4.75%) |
| 09/25/2019 |
| 09/25/2026 |
|
| 3,000 |
|
|
| 2,970 |
|
|
| 2,970 |
|
Barbri Inc |
| Media: Diversified & Production |
| 6.46% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,111 |
|
|
| 3,090 |
|
BCP Qualtek Merger Sub LLC |
| Telecommunications |
| 8.01% (LIBOR +5.75%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,900 |
|
|
| 3,835 |
|
|
| 3,816 |
|
Big Ass Fans LLC |
| Capital Equipment |
| 6.08% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,456 |
|
|
| 2,447 |
|
|
| 2,464 |
|
Big River Steel LLC |
| Metals & Mining |
| 7.33% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,960 |
|
|
| 1,947 |
|
|
| 1,950 |
|
BI-LO LLC |
| Retail |
| 10.34% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,485 |
|
|
| 1,439 |
|
|
| 1,421 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.58% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,933 |
|
|
| 2,913 |
|
|
| 2,874 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 6.32% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,176 |
|
|
| 3,163 |
|
|
| 3,168 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 6.61% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/18/2025 |
|
| 1,985 |
|
|
| 1,896 |
|
|
| 1,945 |
|
CC Amulet Intermediate, LLC (4)(11) |
| Healthcare & Pharmaceuticals |
| 3.09% (LIBOR +1%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 1,538 |
|
|
| (5 | ) |
|
| (4 | ) |
CC Amulet Intermediate, LLC |
| Healthcare & Pharmaceuticals |
| 6.87% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,418 |
|
|
| 3,392 |
|
|
| 3,410 |
|
Clarity Telecom, LLC |
| Telecommunications |
| 6.61% (LIBOR +4.5%) |
| 06/27/2019 |
| 08/31/2026 |
|
| 4,000 |
|
|
| 3,960 |
|
|
| 4,005 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.37% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 2,100 |
|
|
| 2,059 |
|
|
| 2,069 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.39% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 1,400 |
|
|
| 1,372 |
|
|
| 1,379 |
|
Clear Balance Holdings, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.08% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,795 |
|
|
| 4,781 |
|
|
| 4,795 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 10.86% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| 1,238 |
|
|
| 1,224 |
|
|
| 690 |
|
Connect Finco SARL (10) |
| Telecommunications |
| 6.59% (LIBOR +4.5%) |
| 09/23/2019 |
| 09/23/2026 |
|
| 1,432 |
|
|
| 1,403 |
|
|
| 1,412 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 7.26% (LIBOR +5%) |
| 04/18/2017 |
| 04/21/2024 |
|
| 1,955 |
|
|
| 1,942 |
|
|
| 1,200 |
|
Conyers Park Parent Merger Sub Inc |
| Beverage, Food & Tobacco |
| 5.84% (LIBOR +3.5%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,960 |
|
|
| 1,953 |
|
|
| 1,966 |
|
CryoLife Inc |
| Healthcare & Pharmaceuticals |
| 5.58% (LIBOR +3.25%) |
| 11/15/2017 |
| 12/02/2024 |
|
| 1,965 |
|
|
| 1,958 |
|
|
| 1,973 |
|
CT Technologies Intermediate Holdings, Inc |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,905 |
|
|
| 1,909 |
|
|
| 1,748 |
|
Datto, Inc. |
| Services: Business |
| 6.58% (LIBOR +4.25%) |
| 03/29/2019 |
| 04/02/2026 |
|
| 1,870 |
|
|
| 1,862 |
|
|
| 1,891 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 5.36% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 246 |
|
|
| 246 |
|
|
| 243 |
|
Discovery Practice Management, Inc. |
| Healthcare & Pharmaceuticals |
| 6.61% (LIBOR +4.5%) |
| 07/22/2019 |
| 06/15/2024 |
|
| 4,987 |
|
|
| 4,963 |
|
|
| 4,925 |
|
Drilling Info Inc. |
| High Tech Industries |
| 6.36% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,454 |
|
|
| 4,436 |
|
|
| 4,436 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 6.86% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,470 |
|
|
| 1,460 |
|
|
| 1,477 |
|
E2open, LLC |
| Transportation: Cargo |
| 7.87% (LIBOR +5.75%) |
| 06/21/2019 |
| 11/26/2024 |
|
| 5,000 |
|
|
| 4,952 |
|
|
| 4,950 |
|
Eliassen Group, LLC |
| Services: Business |
| 6.61% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,650 |
|
|
| 4,630 |
|
|
| 4,627 |
|
Empower Payments Acquisition |
| Services: Business |
| 6.11% (LIBOR +4%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 3,970 |
|
|
| 3,961 |
|
|
| 3,946 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.31% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,574 |
|
|
| 2,559 |
|
|
| 2,587 |
|
Gold Standard Baking, Inc. (13) |
| Wholesale |
| 6.88% (LIBOR +4.5%) |
| 05/19/2015 |
| 07/23/2022 |
|
| 2,518 |
|
|
| 2,423 |
|
|
| 1,435 |
|
Golden West Packaging Group LLC |
| Containers, Packaging & Glass |
| 7.36% (LIBOR +5.25%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,693 |
|
|
| 4,677 |
|
|
| 4,693 |
|
Granite Holdings US Acquisition Co (10) |
| Capital Equipment |
| 7.34% (LIBOR +5.25%) |
| 09/25/2019 |
| 09/25/2026 |
|
| 2,933 |
|
|
| 2,845 |
|
|
| 2,864 |
|
Great Dane Merger Sub Inc |
| High Tech Industries |
| 5.61% (LIBOR +3.5%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,963 |
|
|
| 2,951 |
|
|
| 2,927 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 7.83% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,954 |
|
|
| 1,927 |
|
|
| 1,949 |
|
Heartland Dental LLC (5)(11) |
| Healthcare & Pharmaceuticals |
| 5.84% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/17/2025 |
|
| 33 |
|
|
| - |
|
|
| (1 | ) |
Heartland Dental LLC |
| Healthcare & Pharmaceuticals |
| 5.86% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/30/2025 |
|
| 1,450 |
|
|
| 1,444 |
|
|
| 1,422 |
|
Help/Systems Holdings, Inc. |
| High Tech Industries |
| 6.08% (LIBOR +3.75%) |
| 03/23/2018 |
| 03/28/2025 |
|
| 1,975 |
|
|
| 1,971 |
|
|
| 1,973 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.11% (LIBOR +4%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,913 |
|
|
| 4,894 |
|
|
| 4,827 |
|
Hoffman Southwest Corporation |
| Environmental Industries |
| 6.83% (LIBOR +4.5%) |
| 05/16/2019 |
| 08/14/2023 |
|
| 1,610 |
|
|
| 1,595 |
|
|
| 1,594 |
|
Hornblower Sub LLC |
| Hotel, Gaming & Leisure |
| 6.83% (LIBOR +4.5%) |
| 03/08/2019 |
| 04/27/2025 |
|
| 1,771 |
|
|
| 1,763 |
|
|
| 1,779 |
|
Idera Inc |
| High Tech Industries |
| 6.62% (LIBOR +4.5%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,314 |
|
|
| 2,298 |
|
|
| 2,316 |
|
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Hotel, Gaming & Leisure |
| 5.3% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,438 |
|
|
| 2,434 |
|
|
| 2,450 |
| |
APC Aftermarket |
| Automotive |
| 6.91% (LIBOR +5%) |
| 11/11/2019 |
| 05/09/2025 |
|
| 184 |
|
|
| 140 |
|
|
| 173 |
|
APC Aftermarket |
| Automotive |
| 6.9% (LIBOR +5%) |
| 11/12/2019 |
| 05/10/2024 |
|
| 329 |
|
|
| 237 |
|
|
| 158 |
|
APFS Staffing Holdings Inc . |
| Services: Consumer |
| 6.79% (LIBOR +5%) |
| 04/04/2019 |
| 4/15/2026 |
|
| 1,990 |
|
|
| 1,954 |
|
|
| 1,990 |
|
AQA Acquisition Holdings, Inc. |
| High Tech Industries |
| 6.19% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,975 |
|
|
| 1,975 |
|
|
| 1,965 |
|
Ascend Performance Materials Operations, LLC |
| Chemicals, Plastics & Rubber |
| 7.19% (LIBOR +5.25%) |
| 08/16/2019 |
| 08/27/2026 |
|
| 1,147 |
|
|
| 1,125 |
|
|
| 1,159 |
|
Avaya, Inc. |
| Telecommunications |
| 5.99% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,345 |
|
|
| 2,327 |
|
|
| 2,308 |
|
Axiom Global, Inc. |
| Services: Business |
| 6.85% (LIBOR +4.75%) |
| 09/25/2019 |
| 10/01/2026 |
|
| 3,000 |
|
|
| 2,971 |
|
|
| 2,989 |
|
Barbri, Inc. |
| Media: Diversified & Production |
| 6.46% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,111 |
|
|
| 3,075 |
|
BCP Qualtek Merger Sub, LLC |
| Telecommunications |
| 8.18% (LIBOR +6.25%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,875 |
|
|
| 3,813 |
|
|
| 3,788 |
|
Big Ass Fans, LLC |
| Capital Equipment |
| 5.69% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,450 |
|
|
| 2,441 |
|
|
| 2,463 |
|
Big River Steel, LLC |
| Metals & Mining |
| 6.94% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,955 |
|
|
| 1,943 |
|
|
| 1,959 |
|
BI-LO, LLC |
| Retail |
| 9.89% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,478 |
|
|
| 1,434 |
|
|
| 1,370 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.12% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,925 |
|
|
| 2,906 |
|
|
| 2,921 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 5.94% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,168 |
|
|
| 3,156 |
|
|
| 3,149 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 6.3% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/18/2025 |
|
| 1,980 |
|
|
| 1,894 |
|
|
| 1,921 |
|
Canister International Group, Inc. |
| Forest Products & Paper |
| 6.51% (LIBOR +4.75%) |
| 12/18/2019 |
| 12/21/2026 |
|
| 2,000 |
|
|
| 1,980 |
|
|
| 2,009 |
|
CC Amulet Intermediate, LLC (4) (10) |
| Healthcare & Pharmaceuticals |
| 6.66% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2020 |
|
| 1,538 |
|
|
| (3 | ) |
|
| (4 | ) |
CC Amulet Intermediate, LLC (13) |
| Healthcare & Pharmaceuticals |
| 6.55% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,410 |
|
|
| 3,384 |
|
|
| 3,401 |
|
Cengage Learning Acquisitions, Inc. |
| Media: Advertising, Printing & Publishing |
| 6.05% (LIBOR +4.25%) |
| 11/07/2019 |
| 06/07/2023 |
|
| 2,992 |
|
|
| 2,774 |
|
|
| 2,869 |
|
Clarity Telecom, LLC |
| Telecommunications |
| 6.3% (LIBOR +4.5%) |
| 06/27/2019 |
| 08/31/2026 |
|
| 3,990 |
|
|
| 3,952 |
|
|
| 4,020 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.05% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 2,095 |
|
|
| 2,060 |
|
|
| 2,063 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.05% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 1,397 |
|
|
| 1,374 |
|
|
| 1,376 |
|
Clear Balance Holdings, LLC (13) |
| Banking, Finance, Insurance & Real Estate |
| 7.69% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,783 |
|
|
| 4,769 |
|
|
| 4,783 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 10.68% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| 1,238 |
|
|
| 1,227 |
|
|
| 644 |
|
Constellis Holdings, LLC (13) |
| Aerospace & Defense |
| 11.74% (LIBOR +10%) |
| 12/16/2019 |
| 12/16/2020 |
|
| 364 |
|
|
| 364 |
|
|
| 364 |
|
Constellis Holdings, LLC (12) |
| Aerospace & Defense |
| 6.93% (LIBOR +5%) |
| 04/18/2017 |
| 04/21/2024 |
|
| 1,955 |
|
|
| 1,943 |
|
|
| 831 |
|
Conyers Park Parent Merger Sub, Inc. |
| Beverage, Food & Tobacco |
| 5.73% (LIBOR +3.75%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,955 |
|
|
| 1,949 |
|
|
| 1,977 |
|
CT Technologies Intermediate Holdings, Inc. |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,900 |
|
|
| 1,903 |
|
|
| 1,798 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 5.05% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 246 |
|
|
| 245 |
|
|
| 245 |
|
Discovery Practice Management, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 07/22/2019 |
| 06/15/2024 |
|
| 4,975 |
|
|
| 4,952 |
|
|
| 4,913 |
|
Drilling Info, Inc. |
| High Tech Industries |
| 6.05% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,443 |
|
|
| 4,425 |
|
|
| 4,421 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 6.55% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,466 |
|
|
| 1,457 |
|
|
| 1,472 |
|
E2open, LLC (13) |
| Transportation: Cargo |
| 7.66% (LIBOR +5.75%) |
| 06/21/2019 |
| 11/26/2024 |
|
| 4,988 |
|
|
| 4,942 |
|
|
| 4,938 |
|
Eliassen Group, LLC (13) |
| Services: Business |
| 6.3% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,644 |
|
|
| 4,625 |
|
|
| 4,621 |
|
Empower Payments Acquisition |
| Services: Business |
| 5.94% (LIBOR +4%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 3,960 |
|
|
| 3,952 |
|
|
| 3,965 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.06% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,568 |
|
|
| 2,553 |
|
|
| 2,588 |
|
Gold Standard Baking, Inc. (12) |
| Wholesale |
| 6.5% (LIBOR +4.5%) |
| 05/19/2015 |
| 07/23/2022 |
|
| 2,528 |
|
|
| 2,391 |
|
|
| 1,239 |
|
Golden West Packaging Group, LLC |
| Containers, Packaging & Glass |
| 7.55% (LIBOR +5.75%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,619 |
|
|
| 4,604 |
|
|
| 4,607 |
|
Granite Holdings US Acquisition Co |
| Capital Equipment |
| 7.21% (LIBOR +5.25%) |
| 09/25/2019 |
| 09/30/2026 |
|
| 2,926 |
|
|
| 2,841 |
|
|
| 2,941 |
|
Great Dane Merger Sub, Inc. |
| High Tech Industries |
| 5.3% (LIBOR +3.5%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,955 |
|
|
| 2,944 |
|
|
| 2,914 |
|
Gruden Acquisition, Inc. |
| Transportation: Cargo |
| 7.44% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,949 |
|
|
| 1,924 |
|
|
| 1,954 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 5.8% (LIBOR +4%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,900 |
|
|
| 4,882 |
|
|
| 4,778 |
|
Hoffman Southwest Corporation (13) |
| Environmental Industries |
| 6.44% (LIBOR +4.5%) |
| 05/16/2019 |
| 08/14/2023 |
|
| 1,610 |
|
|
| 1,596 |
|
|
| 1,594 |
|
Hornblower Sub, LLC |
| Hotel, Gaming & Leisure |
| 6.44% (LIBOR +4.5%) |
| 03/08/2019 |
| 04/27/2025 |
|
| 1,771 |
|
|
| 1,763 |
|
|
| 1,780 |
|
4043
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 6.61% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,120 |
|
|
| 2,090 |
|
|
| 2,133 |
| |
Institutional Shareholder Services, Inc. |
| Services: Business |
| 6.83% (LIBOR +4.5%) |
| 03/04/2019 |
| 02/26/2026 |
|
| 1,990 |
|
|
| 1,972 |
|
|
| 1,970 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 8.11% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 2,978 |
|
|
| 2,953 |
|
|
| 2,982 |
|
International Textile Group Inc |
| Consumer goods: Durable |
| 7.1% (LIBOR +5%) |
| 04/20/2018 |
| 04/19/2024 |
|
| 969 |
|
|
| 965 |
|
|
| 828 |
|
Isagenix International LLC |
| Services: Consumer |
| 7.85% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,874 |
|
|
| 1,859 |
|
|
| 1,448 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.66% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,132 |
|
|
| 2,078 |
|
|
| 1,937 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.58% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 467 |
|
|
| 465 |
|
|
| 465 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.58% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 1,809 |
|
|
| 1,802 |
|
|
| 1,800 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 6.86% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,963 |
|
|
| 2,938 |
|
|
| 2,948 |
|
Mavenir Systems Inc |
| Telecommunications |
| 8.34% (LIBOR +6%) |
| 05/01/2018 |
| 05/01/2025 |
|
| 1,975 |
|
|
| 1,943 |
|
|
| 1,950 |
|
MCS Group Holdings LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.86% (LIBOR +4.75%) |
| 05/12/2017 |
| 05/20/2024 |
|
| 1,955 |
|
|
| 1,948 |
|
|
| 886 |
|
MDVIP Inc |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 4,224 |
|
|
| 4,213 |
|
|
| 4,198 |
|
Merrill Communications LLC (10) |
| Media: Advertising, Printing & Publishing |
| 7.09% (LIBOR +5%) |
| 09/26/2019 |
| 09/25/2026 |
|
| 2,000 |
|
|
| 1,980 |
|
|
| 1,995 |
|
Miller's Ale House Inc |
| Hotel, Gaming & Leisure |
| 6.93% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,370 |
|
|
| 2,360 |
|
|
| 2,204 |
|
MLN US Holdco LLC |
| Telecommunications |
| 6.61% (LIBOR +4.5%) |
| 07/13/2018 |
| 11/30/2025 |
|
| 2,978 |
|
|
| 2,971 |
|
|
| 2,777 |
|
Nasco Healthcare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.83% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,454 |
|
|
| 4,447 |
|
|
| 4,454 |
|
New Insight Holdings Inc |
| Services: Business |
| 7.75% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,965 |
|
|
| 1,892 |
|
|
| 1,975 |
|
NextCare, Inc. (6)(11) |
| Healthcare & Pharmaceuticals |
| 6.84% (LIBOR +4.75%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 630 |
|
|
| (5 | ) |
|
| (6 | ) |
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.61% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 3,826 |
|
|
| 3,797 |
|
|
| 3,788 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 6.83% (LIBOR +4.5%) |
| 03/28/2018 |
| 03/14/2025 |
|
| 4,186 |
|
|
| 4,170 |
|
|
| 4,123 |
|
Oak Point Partners, LLC |
| Banking, Finance, Insurance & Real Estate |
| 7.28% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 2,925 |
|
|
| 2,901 |
|
|
| 2,896 |
|
OB Hospitalist Group Inc |
| Healthcare & Pharmaceuticals |
| 6.29% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,192 |
|
|
| 2,184 |
|
|
| 2,186 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 6.11% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,943 |
|
|
| 1,936 |
|
|
| 1,931 |
|
OpenLink |
| High Tech Industries |
| 7.15% (LIBOR +4.5%) |
| 03/02/2018 |
| 03/21/2025 |
|
| 1,771 |
|
|
| 1,764 |
|
|
| 1,762 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.64% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 562 |
|
|
| 557 |
|
|
| 559 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.64% (LIBOR +4.5%) |
| 03/04/2019 |
| 10/21/2024 |
|
| 829 |
|
|
| 822 |
|
|
| 825 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.82% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 1,921 |
|
|
| 1,905 |
|
|
| 1,911 |
|
OSM MSO, LLC |
| Healthcare & Pharmaceuticals |
| 7.33% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,960 |
|
|
| 3,928 |
|
|
| 3,881 |
|
Output Services Group Inc |
| Services: Business |
| 6.61% (LIBOR +4.5%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,434 |
|
|
| 4,417 |
|
|
| 3,880 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 6.11% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,311 |
|
|
| 2,302 |
|
|
| 2,304 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 7.11% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,970 |
|
|
| 2,944 |
|
|
| 2,851 |
|
Ping Identity Corp |
| High Tech Industries |
| 5.86% (LIBOR +3.75%) |
| 01/23/2018 |
| 01/24/2025 |
|
| 462 |
|
|
| 460 |
|
|
| 462 |
|
Pivotal Payments |
| Services: Business |
| 7.06% (LIBOR +5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,963 |
|
|
| 3,937 |
|
|
| 3,924 |
|
PLH Group Inc |
| Energy: Oil & Gas |
| 8.21% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,976 |
|
|
| 3,899 |
|
|
| 3,951 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 7.08% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 2,978 |
|
|
| 2,874 |
|
|
| 2,899 |
|
Premise Health Holding Corp (7)(11) |
| Healthcare & Pharmaceuticals |
| 5.59% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 294 |
|
|
| (1 | ) |
|
| (3 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 5.83% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 3,669 |
|
|
| 3,653 |
|
|
| 3,635 |
|
Project Leopard Holdings Inc |
| High Tech Industries |
| 6.7% (LIBOR +4.5%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,715 |
|
|
| 1,712 |
|
|
| 1,720 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 5.78% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,965 |
|
|
| 1,951 |
|
|
| 1,961 |
|
Pure Fishing Inc |
| Consumer goods: Non-Durable |
| 6.83% (LIBOR +4.5%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,194 |
|
|
| 1,151 |
|
|
| 1,067 |
|
QuickBase Inc. |
| Services: Business |
| 6.07% (LIBOR +4%) |
| 03/29/2019 |
| 04/03/2026 |
|
| 2,095 |
|
|
| 2,085 |
|
|
| 2,084 |
|
Quidditch Acquisition Inc |
| Beverage, Food & Tobacco |
| 9.11% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,006 |
|
|
| 990 |
|
|
| 1,021 |
|
Red Ventures LLC |
| Media: Advertising, Printing & Publishing |
| 5.11% (LIBOR +3%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,023 |
|
|
| 2,009 |
|
|
| 2,034 |
|
Sabre Industries Inc |
| Capital Equipment |
| 6.31% (LIBOR +4.25%) |
| 04/04/2019 |
| 04/02/2026 |
|
| 1,197 |
|
|
| 1,186 |
|
|
| 1,204 |
|
Silverback Merger Sub Inc |
| High Tech Industries |
| 5.61% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,176 |
|
|
| 1,174 |
|
|
| 1,000 |
|
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,308 |
|
|
| 2,293 |
|
|
| 2,320 |
| |
Infoblox, Inc. |
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,114 |
|
|
| 2,086 |
|
|
| 2,126 |
|
Institutional Shareholder Services, Inc. |
| Services: Business |
| 6.44% (LIBOR +4.5%) |
| 03/04/2019 |
| 3/5/2026 |
|
| 1,985 |
|
|
| 1,967 |
|
|
| 1,955 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 7.8% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 2,970 |
|
|
| 2,946 |
|
|
| 2,977 |
|
International Textile Group, Inc. |
| Consumer goods: Durable |
| 6.69% (LIBOR +5%) |
| 04/20/2018 |
| 5/1/2024 |
|
| 963 |
|
|
| 959 |
|
|
| 799 |
|
Isagenix International, LLC |
| Services: Consumer |
| 7.7% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,849 |
|
|
| 1,834 |
|
|
| 1,329 |
|
Liaison |
| Services: Business |
| 6.41% (LIBOR +4.5%) |
| 12/13/2019 |
| 12/20/2026 |
|
| 2,500 |
|
|
| 2,494 |
|
|
| 2,506 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.06% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,093 |
|
|
| 2,043 |
|
|
| 2,004 |
|
LSCS Holdings, Inc. |
| Healthcare & Pharmaceuticals |
| 6.31% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 2,270 |
|
|
| 2,262 |
|
|
| 2,248 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 6.55% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,955 |
|
|
| 2,932 |
|
|
| 2,940 |
|
Mavenir Systems, Inc. |
| Telecommunications |
| 7.91% (LIBOR +6%) |
| 05/01/2018 |
| 5/8/2025 |
|
| 1,970 |
|
|
| 1,940 |
|
|
| 1,960 |
|
MDVIP, Inc. |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 2,219 |
|
|
| 2,215 |
|
|
| 2,207 |
|
Merrill Communications, LLC |
| Media: Advertising, Printing & Publishing |
| 7.09% (LIBOR +5%) |
| 09/26/2019 |
| 09/25/2026 |
|
| 2,000 |
|
|
| 1,981 |
|
|
| 2,020 |
|
Miller's Ale House, Inc. |
| Hotel, Gaming & Leisure |
| 6.96% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,364 |
|
|
| 2,355 |
|
|
| 2,163 |
|
Nasco Healthcare, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 6.7% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,443 |
|
|
| 4,437 |
|
|
| 4,443 |
|
National Seating & Mobility, Inc. |
| Healthcare & Pharmaceuticals |
| 7.19% (LIBOR +5.25%) |
| 11/12/2019 |
| 11/16/2026 |
|
| 2,313 |
|
|
| 2,290 |
|
|
| 2,307 |
|
New Insight Holdings, Inc. |
| Services: Business |
| 7.41% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,960 |
|
|
| 1,890 |
|
|
| 1,963 |
|
NextCare, Inc. (5) (10) |
| Healthcare & Pharmaceuticals |
| 6.41% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 630 |
|
|
| (5 | ) |
|
| (6 | ) |
NextCare, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 3,817 |
|
|
| 3,789 |
|
|
| 3,779 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 6.56% (LIBOR +4.5%) |
| 03/28/2018 |
| 3/28/2025 |
|
| 4,176 |
|
|
| 4,160 |
|
|
| 4,113 |
|
Oak Point Partners, LLC (13) |
| Banking, Finance, Insurance & Real Estate |
| 6.99% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 2,925 |
|
|
| 2,902 |
|
|
| 2,896 |
|
OB Hospitalist Group, Inc. |
| Healthcare & Pharmaceuticals |
| 5.95% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,192 |
|
|
| 2,184 |
|
|
| 2,170 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 5.8% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,943 |
|
|
| 1,936 |
|
|
| 1,921 |
|
Orion Business Innovations (13) |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 03/04/2019 |
| 10/21/2024 |
|
| 827 |
|
|
| 820 |
|
|
| 823 |
|
Orion Business Innovations (13) |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 2,476 |
|
|
| 2,457 |
|
|
| 2,464 |
|
OSM MSO, LLC (13) |
| Healthcare & Pharmaceuticals |
| 6.94% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,898 |
|
|
| 3,869 |
|
|
| 3,742 |
|
Output Services Group, Inc. |
| Services: Business |
| 6.3% (LIBOR +4.5%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,425 |
|
|
| 4,407 |
|
|
| 3,749 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 5.8% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,305 |
|
|
| 2,296 |
|
|
| 2,297 |
|
Parts Town |
| Beverage, Food & Tobacco |
| 7.45% (LIBOR +5.5%) |
| 11/07/2019 |
| 10/15/2025 |
|
| 1,000 |
|
|
| 995 |
|
|
| 998 |
|
Patriot Rail Co, LLC |
| Transportation: Cargo |
| 7.22% (LIBOR +5.25%) |
| 10/15/2019 |
| 10/11/2026 |
|
| 3,500 |
|
|
| 3,432 |
|
|
| 3,526 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 6.8% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,963 |
|
|
| 2,938 |
|
|
| 2,829 |
|
Pivotal Payments |
| Services: Business |
| 6.8% (LIBOR +5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,719 |
|
|
| 3,696 |
|
|
| 3,747 |
|
PLH Group, Inc. |
| Energy: Oil & Gas |
| 7.89% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,910 |
|
|
| 3,839 |
|
|
| 3,787 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 6.79% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 2,970 |
|
|
| 2,871 |
|
|
| 2,962 |
|
Portillo's Holdings, LLC |
| Beverage, Food & Tobacco |
| 7.44% (LIBOR +5.5%) |
| 11/27/2019 |
| 08/02/2024 |
|
| 1,995 |
|
|
| 1,975 |
|
|
| 1,995 |
|
Premise Health Holding Corp (6) (10) |
| Healthcare & Pharmaceuticals |
| 5.41% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 71 |
|
|
| - |
|
|
| (1 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 5.44% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 889 |
|
|
| 886 |
|
|
| 880 |
|
Project Leopard Holdings, Inc. |
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,711 |
|
|
| 1,708 |
|
|
| 1,726 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 5.49% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,960 |
|
|
| 1,947 |
|
|
| 1,952 |
|
Pure Fishing, Inc. |
| Consumer goods: Non-Durable |
| 6.3% (LIBOR +4.5%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,191 |
|
|
| 1,150 |
|
|
| 1,116 |
|
QuickBase, Inc. |
| Services: Business |
| 5.8% (LIBOR +4%) |
| 03/29/2019 |
| 04/03/2026 |
|
| 2,090 |
|
|
| 2,080 |
|
|
| 2,087 |
|
Quidditch Acquisition Inc. |
| Beverage, Food & Tobacco |
| 8.8% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,003 |
|
|
| 988 |
|
|
| 1,013 |
|
Red Ventures, LLC |
| Media: Advertising, Printing & Publishing |
| 4.8% (LIBOR +3%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,018 |
|
|
| 2,004 |
|
|
| 2,035 |
|
Sabre Industries, Inc. |
| Capital Equipment |
| 6.04% (LIBOR +4.25%) |
| 04/04/2019 |
| 4/15/2026 |
|
| 1,193 |
|
|
| 1,183 |
|
|
| 1,203 |
|
Silverback Merger Sub, Inc. |
| High Tech Industries |
| 5.44% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,172 |
|
|
| 1,171 |
|
|
| 1,007 |
|
4144
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 7.11% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,918 |
|
|
| 2,909 |
|
|
| 2,392 |
| |
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 8.32% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 5,009 |
|
|
| 4,974 |
|
|
| 5,009 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 6.61% (LIBOR +4.5%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,225 |
|
|
| 1,217 |
|
|
| 1,222 |
|
Teneo Holdings LLC |
| Services: Business |
| 7.29% (LIBOR +5.25%) |
| 07/15/2019 |
| 07/12/2025 |
|
| 2,250 |
|
|
| 2,163 |
|
|
| 2,157 |
|
ThoughtWorks, Inc. |
| High Tech Industries |
| 6.11% (LIBOR +4%) |
| 10/06/2017 |
| 10/11/2024 |
|
| 3,951 |
|
|
| 3,941 |
|
|
| 3,961 |
|
Titan Sub LLC (10) |
| Aerospace & Defense |
| 7.09% (LIBOR +5%) |
| 09/19/2019 |
| 09/19/2026 |
|
| 2,250 |
|
|
| 2,228 |
|
|
| 2,253 |
|
TOMS Shoes LLC |
| Retail |
| 7.76% (LIBOR +5.5%) |
| 12/18/2014 |
| 10/30/2020 |
|
| 1,910 |
|
|
| 1,883 |
|
|
| 1,222 |
|
Tupelo Buyer Inc |
| Transportation: Cargo |
| 5.8% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,188 |
|
|
| 2,175 |
|
|
| 2,141 |
|
Uber Technologies, Inc. |
| Services: Consumer |
| 6.03% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,765 |
|
|
| 2,754 |
|
|
| 2,754 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 6.36% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 202 |
|
|
| 191 |
|
Utility One Source L.P. |
| Construction & Building |
| 7.83% (LIBOR +5.5%) |
| 04/07/2017 |
| 04/18/2023 |
|
| 978 |
|
|
| 972 |
|
|
| 990 |
|
Vertiv Group Corporation |
| Capital Equipment |
| 6.33% (LIBOR +4%) |
| 09/30/2016 |
| 11/30/2023 |
|
| 1,504 |
|
|
| 1,476 |
|
|
| 1,435 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 6.15% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,482 |
|
|
| 2,477 |
|
|
| 2,472 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 8.04% (LIBOR +6%) |
| 08/13/2019 |
| 08/13/2025 |
|
| 204 |
|
|
| 190 |
|
|
| 193 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 8.17% (LIBOR +6%) |
| 08/13/2019 |
| 08/16/2025 |
|
| 1,796 |
|
|
| 1,673 |
|
|
| 1,701 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 7.07% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,376 |
|
|
| 2,341 |
|
|
| 2,384 |
|
Women's Care Florida LLP |
| Healthcare & Pharmaceuticals |
| 6.61% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,913 |
|
|
| 4,895 |
|
|
| 4,888 |
|
Wrench Group LLC |
| Construction & Building |
| 6.45% (LIBOR +4.25%) |
| 04/15/2019 |
| 04/12/2026 |
|
| 3,117 |
|
|
| 3,088 |
|
|
| 3,121 |
|
Wrench Group LLC (8)(11) |
| Construction & Building |
| 6.34% (LIBOR +4.25%) |
| 04/15/2019 |
| 04/30/2026 |
|
| 1,042 |
|
|
| (10 | ) |
|
| 1 |
|
Yak Access LLC |
| Energy: Oil & Gas |
| 7.11% (LIBOR +5%) |
| 06/29/2018 |
| 07/02/2025 |
|
| 2,925 |
|
|
| 2,852 |
|
|
| 2,698 |
|
Zenith American Holding, Inc. |
| Services: Business |
| 7.58% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 3,958 |
|
|
| 3,948 |
|
|
| 3,919 |
|
Zenith American Holding, Inc.(9) |
| Services: Business |
| 7.36% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 497 |
|
|
| 120 |
|
|
| 119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 314,317 |
|
| $ | 306,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 333,934 |
|
| $ | 326,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 10.32% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
| $ | 992 |
|
| $ | 995 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 11.26% (LIBOR +9%) |
| 04/18/2017 |
| 04/21/2025 |
|
| 1,000 |
|
|
| 990 |
|
|
| 213 |
|
DigiCert, Inc. |
| High Tech Industries |
| 10.11% (LIBOR +8%) |
| 09/20/2017 |
| 10/31/2025 |
|
| 600 |
|
|
| 598 |
|
|
| 599 |
|
DiversiTech Holdings Inc |
| Consumer goods: Durable |
| 9.83% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,985 |
|
|
| 1,960 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 10.83% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 488 |
|
|
| 497 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 9.11% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 972 |
|
|
| 950 |
|
Optiv Security Inc |
| High Tech Industries |
| 9.36% (LIBOR +7.25%) |
| 01/19/2017 |
| 01/31/2025 |
|
| 1,500 |
|
|
| 1,495 |
|
|
| 729 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 10.11% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 694 |
|
|
| 695 |
|
TKC Holdings Inc |
| Services: Business |
| 10.12% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,840 |
|
|
| 1,816 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.11% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 416 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.11% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 10,552 |
|
| $ | 8,943 |
|
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 6.8% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,909 |
|
|
| 2,902 |
|
|
| 2,286 |
| |
SoClean, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 7.91% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 4,944 |
|
|
| 4,912 |
|
|
| 4,845 |
|
Starfish- V Merger Sub, Inc. |
| High Tech Industries |
| 7.95% (LIBOR +6.25%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,221 |
|
|
| 1,214 |
|
|
| 1,176 |
|
Starfish- V Merger Sub, Inc. |
| High Tech Industries |
| 7.91% (LIBOR +6%) |
| 11/06/2019 |
| 08/16/2024 |
|
| 999 |
|
|
| 921 |
|
|
| 955 |
|
Teneo Holdings, LLC |
| Services: Business |
| 6.99% (LIBOR +5.25%) |
| 07/15/2019 |
| 7/11/2025 |
|
| 2,243 |
|
|
| 2,161 |
|
|
| 2,141 |
|
ThoughtWorks, Inc. |
| High Tech Industries |
| 5.8% (LIBOR +4%) |
| 10/06/2017 |
| 10/11/2024 |
|
| 3,941 |
|
|
| 3,932 |
|
|
| 3,951 |
|
Titan Sub, LLC |
| Aerospace & Defense |
| 6.8% (LIBOR +5%) |
| 09/19/2019 |
| 09/21/2026 |
|
| 2,250 |
|
|
| 2,228 |
|
|
| 2,258 |
|
TOMS Shoes, LLC (13) |
| Retail |
| 7.29% (LIBOR +5.5%) |
| 12/20/2019 |
| 09/30/2025 |
|
| 310 |
|
|
| 310 |
|
|
| 310 |
|
TOMS Shoes, LLC (13) |
| Retail |
| 6.96% (LIBOR +5%) |
| 12/27/2019 |
| 12/31/2025 |
|
| 655 |
|
|
| 655 |
|
|
| 622 |
|
Tupelo Buyer, Inc. |
| Transportation: Cargo |
| 5.55% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,182 |
|
|
| 2,170 |
|
|
| 2,184 |
|
Uber Technologies, Inc. |
| Services: Consumer |
| 5.74% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,758 |
|
|
| 2,748 |
|
|
| 2,761 |
|
Unified Physician Management, LLC |
| Healthcare & Pharmaceuticals |
| 6.24% (LIBOR +4.5%) |
| 12/12/2019 |
| 11/27/2023 |
|
| 2,375 |
|
|
| 2,351 |
|
|
| 2,363 |
|
Upstream Newco, Inc. |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 10/24/2019 |
| 11/20/2026 |
|
| 2,933 |
|
|
| 2,919 |
|
|
| 2,959 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 6.05% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 203 |
|
|
| 182 |
|
Utility One Source L.P. |
| Construction & Building |
| 7.3% (LIBOR +5.5%) |
| 04/07/2017 |
| 04/18/2023 |
|
| 975 |
|
|
| 970 |
|
|
| 985 |
|
Vertiv Group Corporation |
| Capital Equipment |
| 5.93% (LIBOR +4%) |
| 09/30/2016 |
| 11/30/2023 |
|
| 1,504 |
|
|
| 1,478 |
|
|
| 1,504 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 5.8% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,476 |
|
|
| 2,471 |
|
|
| 2,464 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 7.9% (LIBOR +6%) |
| 08/13/2019 |
| 08/16/2025 |
|
| 1,975 |
|
|
| 1,845 |
|
|
| 1,876 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 6.72% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,255 |
|
|
| 2,223 |
|
|
| 2,263 |
|
Women's Care Florida, LLP |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,900 |
|
|
| 4,884 |
|
|
| 4,851 |
|
Wrench Group, LLC |
| Construction & Building |
| 6.19% (LIBOR +4.25%) |
| 04/15/2019 |
| 4/30/2026 |
|
| 3,109 |
|
|
| 3,081 |
|
|
| 3,117 |
|
Wrench Group, LLC (7) (10) |
| Construction & Building |
| 4.25% (LIBOR +2.125%) |
| 04/15/2019 |
| 4/30/2026 |
|
| 1,042 |
|
|
| (9 | ) |
|
| 3 |
|
Yak Access, LLC |
| Energy: Oil & Gas |
| 6.8% (LIBOR +5%) |
| 06/29/2018 |
| 07/02/2025 |
|
| 2,888 |
|
|
| 2,818 |
|
|
| 2,796 |
|
Zenith American Holding, Inc. (13) |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 3,948 |
|
|
| 3,939 |
|
|
| 3,909 |
|
Zenith American Holding, Inc. (8) |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 497 |
|
|
| 120 |
|
|
| 119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 308,072 |
|
| $ | 302,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 331,044 |
|
| $ | 324,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AQA Acquisition Holdings, Inc. |
| High Tech Industries |
| 10.09% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
| $ | 992 |
|
| $ | 995 |
|
Constellis Holdings, LLC (12) |
| Aerospace & Defense |
| 10.93% (LIBOR +9%) |
| 04/18/2017 |
| 04/21/2025 |
|
| 1,000 |
|
|
| 990 |
|
|
| 105 |
|
DiversiTech Holdings, Inc. |
| Consumer goods: Durable |
| 9.44% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,986 |
|
|
| 1,960 |
|
Gruden Acquisition, Inc. |
| Transportation: Cargo |
| 10.44% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 489 |
|
|
| 497 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 8.8% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 972 |
|
|
| 955 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 9.8% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 695 |
|
|
| 695 |
|
TKC Holdings, Inc. |
| Services: Business |
| 9.8% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,841 |
|
|
| 1,683 |
|
Wash Multifamily Acquisition, Inc. |
| Services: Consumer |
| 8.8% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 406 |
|
Wash Multifamily Acquisition, Inc. |
| Services: Consumer |
| 8.8% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4245
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||||||||||||||||||||||
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 8,463 |
|
| $ | 7,367 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 10,552 |
|
| $ | 8,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 8,463 |
|
| $ | 7,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
TOMS Shoes, LLC (13) |
| Retail |
|
|
| 12/27/2019 |
|
|
|
| 9 |
|
|
| 576 |
|
|
| - |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 576 |
|
| $ | - |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Total Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 576 |
|
| $ | - |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 344,486 |
|
| $ | 335,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 340,083 |
|
| $ | 332,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dreyfus Government Cash Management Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,472 |
|
|
| 13,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10,596 |
|
|
| 10,596 |
|
Other cash accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 946 |
|
|
| 946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 964 |
|
|
| 964 |
|
Total Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 14,418 |
|
| $ | 14,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 11,560 |
|
| $ | 11,560 |
|
(1) | Variable interest rates indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates, at the borrower’s option. LIBOR rates are subject to interest rate floors. |
(2) | Represents fair value in accordance with ASC Topic 820. |
(3) | Represents a delayed draw commitment of $610,201, of which $206,785 was unfunded as of |
(4) | Represents a delayed draw commitment of $1,538,462, which was unfunded as of |
(5) | Represents a delayed draw commitment of |
(6) | Represents a delayed draw commitment of |
(7) | Represents a delayed draw commitment of |
(8) | Represents a delayed draw commitment of |
(9) |
|
| Unsettled trade that interest will start to accrue on when the trade settles. Three month LIBOR as of |
| Unfunded amount will start to accrue interest when the position is funded. Three month LIBOR as of |
| All investments are pledged as collateral for loans payable unless otherwise noted. |
| Loan was on non-accrual as of |
43
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNI Canada Acquireco Corp |
| High Tech Industries |
| 6.85% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,733 |
|
| $ | 1,724 |
|
| $ | 1,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Canada |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,724 |
|
| $ | 1,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhodia Acetow |
| Consumer goods: Non-Durable |
| 8.09% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 985 |
|
| $ | 974 |
|
| $ | 955 |
|
VAC Germany Holding GmbH |
| Metals & Mining |
| 6.8% (LIBOR +4%) |
| 02/26/2018 |
| 02/26/2025 |
|
| 2,978 |
|
|
| 2,964 |
|
|
| 2,974 |
|
Total Germany |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,938 |
|
| $ | 3,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxey Bidco Ltd. |
| Services: Business |
| 7.97% (LIBOR +5.5%) |
| 08/07/2018 |
| 08/07/2025 |
|
| 5,000 |
|
| $ | 4,806 |
|
| $ | 4,813 |
|
EG Group |
| Retail |
| 6.81% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,845 |
|
|
| 2,832 |
|
|
| 2,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,638 |
|
| $ | 7,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1A Smart Start LLC |
| Services: Consumer |
| 7.09% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,347 |
|
| $ | 4,329 |
|
| $ | 4,347 |
|
A Place for Mom Inc |
| Media: Advertising, Printing & Publishing |
| 6.27% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,950 |
|
|
| 3,934 |
|
|
| 3,970 |
|
A10 Capital, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.96% (LIBOR +6.5%) |
| 04/25/2018 |
| 04/27/2023 |
|
| 5,000 |
|
|
| 4,957 |
|
|
| 4,925 |
|
Achilles Acquisition LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.56% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 4,000 |
|
|
| 3,990 |
|
|
| 3,950 |
|
Advanced Computer Software |
| High Tech Industries |
| 7.14% (LIBOR +4.75%) |
| 05/25/2018 |
| 05/31/2024 |
|
| 1,496 |
|
|
| 1,493 |
|
|
| 1,485 |
|
Advanced Integration Technology LP |
| Aerospace & Defense |
| 7.46% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,955 |
|
|
| 1,941 |
|
|
| 1,936 |
|
AgroFresh Inc. |
| Chemicals, Plastics & Rubber |
| 7.55% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,935 |
|
|
| 1,928 |
|
|
| 1,909 |
|
Air Medical Group Holdings Inc |
| Healthcare & Pharmaceuticals |
| 6.75% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,228 |
|
|
| 2,213 |
|
|
| 2,081 |
|
Alcami Carolinas Corp |
| Healthcare & Pharmaceuticals |
| 6.71% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,990 |
|
|
| 3,971 |
|
|
| 3,970 |
|
Alchemy US Holdco 1 LLC |
| Chemicals, Plastics & Rubber |
| 8.12% (LIBOR +5.5%) |
| 10/01/2018 |
| 09/28/2025 |
|
| 2,000 |
|
|
| 1,971 |
|
|
| 1,995 |
|
Alpha Media LLC |
| Media: Broadcasting & Subscription |
| 9% (LIBOR +6.5%) |
| 02/24/2016 |
| 02/25/2022 |
|
| 3,043 |
|
|
| 2,962 |
|
|
| 2,931 |
|
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 7.05% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 2,407 |
|
|
| 2,396 |
|
|
| 2,386 |
|
AMCP Clean Acquisition Co LLC (3) |
| Wholesale |
| 7.15% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 581 |
|
|
| 225 |
|
|
| 222 |
|
American Sportsman Holdings Co |
| Retail |
| 7.52% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,950 |
|
|
| 3,906 |
|
|
| 3,796 |
|
Ansira Holdings, Inc. (4) |
| Media: Diversified & Production |
| 8.27% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 613 |
|
|
| 150 |
|
|
| 149 |
|
Ansira Holdings, Inc. |
| Media: Diversified & Production |
| 8.27% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,850 |
|
|
| 1,838 |
|
|
| 1,841 |
|
AP Gaming I LLC |
| Hotel, Gaming & Leisure |
| 6.02% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,463 |
|
|
| 2,457 |
|
|
| 2,424 |
|
APC Aftermarket |
| Automotive |
| 7.62% (LIBOR +5%) |
| 05/09/2017 |
| 05/10/2024 |
|
| 493 |
|
|
| 485 |
|
|
| 448 |
|
Aptean, Inc. |
| High Tech Industries |
| 7.06% (LIBOR +4.25%) |
| 12/15/2017 |
| 12/20/2022 |
|
| 929 |
|
|
| 922 |
|
|
| 920 |
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 7.05% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,995 |
|
|
| 1,995 |
|
|
| 1,985 |
|
ATI Merger Sub Inc. (11) |
| Healthcare & Pharmaceuticals |
| 7.31% (LIBOR +4.5%) |
| 12/19/2018 |
| 12/05/2025 |
|
| 4,333 |
|
|
| 4,290 |
|
|
| 4,301 |
|
Avaya Inc |
| Telecommunications |
| 6.71% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,588 |
|
|
| 2,564 |
|
|
| 2,506 |
|
Barbri Inc |
| Media: Diversified & Production |
| 6.6% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,109 |
|
|
| 3,059 |
|
BCP Qualtek Merger Sub LLC |
| Telecommunications |
| 8.28% (LIBOR +5.75%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,990 |
|
|
| 3,915 |
|
|
| 3,903 |
|
Beasley Mezzanine Holdings LLC |
| Media: Broadcasting & Subscription |
| 6.47% (LIBOR +4%) |
| 11/17/2017 |
| 11/01/2023 |
|
| 2,927 |
|
|
| 2,915 |
|
|
| 2,893 |
|
Big Ass Fans LLC |
| Capital Equipment |
| 6.55% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,475 |
|
|
| 2,465 |
|
|
| 2,444 |
|
44
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Metals & Mining |
| 7.8% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,975 |
|
|
| 1,960 |
|
|
| 1,960 |
| |
BI-LO LLC |
| Retail |
| 10.78% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,493 |
|
|
| 1,438 |
|
|
| 1,434 |
|
Bomgar Corp |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 04/17/2018 |
| 04/18/2025 |
|
| 3,985 |
|
|
| 3,976 |
|
|
| 3,865 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.76% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,955 |
|
|
| 2,932 |
|
|
| 2,814 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 6.8% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,200 |
|
|
| 3,185 |
|
|
| 3,200 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 4.5% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/11/2025 |
|
| 2,000 |
|
|
| 1,900 |
|
|
| 1,908 |
|
CC Amulet Intermediate, LLC (5) (12) |
| Healthcare & Pharmaceuticals |
| 7.56% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 1,538 |
|
|
| (14 | ) |
|
| (15 | ) |
CC Amulet Intermediate, LLC |
| Healthcare & Pharmaceuticals |
| 7.27% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,444 |
|
|
| 3,413 |
|
|
| 3,410 |
|
Clear Balance Holdings, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.55% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,938 |
|
|
| 4,920 |
|
|
| 4,937 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 11.27% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| 1,294 |
|
|
| 1,270 |
|
|
| 939 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 7.52% (LIBOR +5%) |
| 04/18/2017 |
| 04/21/2024 |
|
| 1,970 |
|
|
| 1,955 |
|
|
| 1,891 |
|
Conyers Park Parent Merger Sub Inc |
| Beverage, Food & Tobacco |
| 6.27% (LIBOR +3.5%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,975 |
|
|
| 1,967 |
|
|
| 1,955 |
|
Country Fresh Holdings, LLC |
| Beverage, Food & Tobacco |
| 7.8% (LIBOR +5%) |
| 07/14/2017 |
| 03/31/2023 |
|
| 4,340 |
|
|
| 4,308 |
|
|
| 3,668 |
|
Covenant Surgical Partners Inc |
| Healthcare & Pharmaceuticals |
| 7.3% (LIBOR +4.5%) |
| 09/29/2017 |
| 10/04/2024 |
|
| 2,972 |
|
|
| 2,966 |
|
|
| 2,928 |
|
CPI Acquisition, Inc. |
| Services: Consumer |
| 7.02% (LIBOR +4.5%) |
| 08/14/2015 |
| 08/17/2022 |
|
| 4,187 |
|
|
| 4,106 |
|
|
| 2,684 |
|
CryoLife Inc |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +3.25%) |
| 11/15/2017 |
| 12/02/2024 |
|
| 1,980 |
|
|
| 1,972 |
|
|
| 1,940 |
|
CT Technologies Intermediate Holdings, Inc |
| Healthcare & Pharmaceuticals |
| 6.77% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,920 |
|
|
| 1,925 |
|
|
| 1,602 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 5.77% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 248 |
|
|
| 248 |
|
|
| 236 |
|
DigiCert, Inc. |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 09/20/2017 |
| 10/31/2024 |
|
| 995 |
|
|
| 991 |
|
|
| 978 |
|
Drilling Info Inc. |
| High Tech Industries |
| 6.77% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,489 |
|
|
| 4,468 |
|
|
| 4,478 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 7.27% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,481 |
|
|
| 1,470 |
|
|
| 1,470 |
|
Eliassen Group, LLC |
| Services: Business |
| 7.02% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,167 |
|
|
| 4,146 |
|
|
| 4,146 |
|
Empower Payments Acquisition |
| Services: Business |
| 7.05% (LIBOR +4.25%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 4,000 |
|
|
| 3,990 |
|
|
| 3,990 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.76% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,594 |
|
|
| 2,576 |
|
|
| 2,512 |
|
Gold Standard Baking, Inc. |
| Wholesale |
| 7.31% (LIBOR +4.5%) |
| 05/19/2015 |
| 04/23/2021 |
|
| 2,481 |
|
|
| 2,476 |
|
|
| 2,257 |
|
Golden West Packaging Group LLC |
| Containers, Packaging & Glass |
| 7.77% (LIBOR +5.25%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,731 |
|
|
| 4,711 |
|
|
| 4,719 |
|
Great Dane Merger Sub Inc |
| High Tech Industries |
| 6.27% (LIBOR +3.75%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,985 |
|
|
| 2,971 |
|
|
| 2,918 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 8.3% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,970 |
|
|
| 1,935 |
|
|
| 1,933 |
|
Gulf Finance, LLC |
| Energy: Oil & Gas |
| 8.06% (LIBOR +5.25%) |
| 08/17/2016 |
| 08/25/2023 |
|
| 1,875 |
|
|
| 1,837 |
|
|
| 1,446 |
|
Heartland Dental LLC (6) (12) |
| Healthcare & Pharmaceuticals |
| 6.56% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/17/2025 |
|
| 125 |
|
|
| (1 | ) |
|
| (5 | ) |
Heartland Dental LLC |
| Healthcare & Pharmaceuticals |
| 6.27% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/30/2025 |
|
| 1,368 |
|
|
| 1,362 |
|
|
| 1,315 |
|
Help/Systems Holdings, Inc. |
| High Tech Industries |
| 6.27% (LIBOR +3.75%) |
| 03/23/2018 |
| 03/28/2025 |
|
| 1,990 |
|
|
| 1,986 |
|
|
| 1,915 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.26% (LIBOR +3.75%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,950 |
|
|
| 4,929 |
|
|
| 4,801 |
|
Idera Inc |
| High Tech Industries |
| 7.03% (LIBOR +4.5%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,332 |
|
|
| 2,313 |
|
|
| 2,336 |
|
Infoblox Inc. |
| High Tech Industries |
| 7.02% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,136 |
|
|
| 2,100 |
|
|
| 2,132 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 8.52% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 3,000 |
|
|
| 2,972 |
|
|
| 2,996 |
|
International Textile Group Inc |
| Consumer goods: Durable |
| 7.35% (LIBOR +5%) |
| 04/20/2018 |
| 04/19/2024 |
|
| 988 |
|
|
| 983 |
|
|
| 970 |
|
Isagenix International LLC |
| Services: Consumer |
| 8.55% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,950 |
|
|
| 1,932 |
|
|
| 1,896 |
|
Kestra Financial, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.76% (LIBOR +4.25%) |
| 06/10/2016 |
| 06/24/2022 |
|
| 3,902 |
|
|
| 3,868 |
|
|
| 3,902 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.4% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,250 |
|
|
| 2,185 |
|
|
| 2,132 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.96% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 467 |
|
|
| 465 |
|
|
| 465 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.96% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 1,809 |
|
|
| 1,801 |
|
|
| 1,800 |
|
Lyons Magnus Inc aka |
| Beverage, Food & Tobacco |
| 6.02% (LIBOR +3.5%) |
| 06/08/2018 |
| 11/11/2024 |
|
| 3,964 |
|
|
| 3,952 |
|
|
| 3,944 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 7.27% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,985 |
|
|
| 2,958 |
|
|
| 2,970 |
|
Mavenir Systems Inc |
| Telecommunications |
| 8.39% (LIBOR +6%) |
| 05/01/2018 |
| 05/01/2025 |
|
| 1,990 |
|
|
| 1,954 |
|
|
| 1,984 |
|
45
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Banking, Finance, Insurance & Real Estate |
| 7.27% (LIBOR +4.75%) |
| 05/12/2017 |
| 05/20/2024 |
|
| 1,970 |
|
|
| 1,962 |
|
|
| 1,623 |
| |
MDVIP Inc |
| Healthcare & Pharmaceuticals |
| 6.75% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 4,256 |
|
|
| 4,244 |
|
|
| 4,230 |
|
Merrill Communications LLC |
| Media: Advertising, Printing & Publishing |
| 7.78% (LIBOR +5.25%) |
| 05/29/2015 |
| 06/01/2022 |
|
| 748 |
|
|
| 745 |
|
|
| 748 |
|
Miller's Ale House Inc |
| Hotel, Gaming & Leisure |
| 7.1% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,388 |
|
|
| 2,377 |
|
|
| 2,352 |
|
MLN US Holdco LLC |
| Telecommunications |
| 7.02% (LIBOR +4.5%) |
| 07/13/2018 |
| 11/30/2025 |
|
| 3,000 |
|
|
| 2,993 |
|
|
| 2,916 |
|
Morphe, LLC |
| Consumer goods: Non-Durable |
| 8.52% (LIBOR +6%) |
| 02/21/2017 |
| 02/10/2023 |
|
| 2,738 |
|
|
| 2,709 |
|
|
| 2,724 |
|
Nasco Healthcare, Inc. |
| Healthcare & Pharmaceuticals |
| 7.28% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,489 |
|
|
| 4,480 |
|
|
| 4,467 |
|
New Insight Holdings Inc |
| Services: Business |
| 8.02% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,980 |
|
|
| 1,895 |
|
|
| 1,948 |
|
NextCare, Inc. (7) (12) |
| Healthcare & Pharmaceuticals |
| 7.56% (LIBOR +4.75%) |
| 02/13/2018 |
| 02/28/2023 |
|
| 588 |
|
|
| (5 | ) |
|
| - |
|
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 7.27% (LIBOR +4.75%) |
| 02/13/2018 |
| 02/28/2023 |
|
| 3,386 |
|
|
| 3,358 |
|
|
| 3,386 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 7.55% (LIBOR +4.75%) |
| 03/28/2018 |
| 03/14/2025 |
|
| 4,218 |
|
|
| 4,199 |
|
|
| 4,213 |
|
Oak Point Partners, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.03% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 3,000 |
|
|
| 2,971 |
|
|
| 2,955 |
|
OB Hospitalist Group Inc |
| Healthcare & Pharmaceuticals |
| 6.35% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,238 |
|
|
| 2,229 |
|
|
| 2,204 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 6.52% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,980 |
|
|
| 1,971 |
|
|
| 1,921 |
|
OpenLink |
| High Tech Industries |
| 7.27% (LIBOR +4.75%) |
| 03/02/2018 |
| 03/21/2025 |
|
| 1,831 |
|
|
| 1,822 |
|
|
| 1,820 |
|
Orion Business Innovations (8) (12) |
| High Tech Industries |
| 7.31% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 565 |
|
|
| (6 | ) |
|
| (6 | ) |
Orion Business Innovations |
| High Tech Industries |
| 7.16% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 1,931 |
|
|
| 1,912 |
|
|
| 1,911 |
|
OSM MSO, LLC |
| Healthcare & Pharmaceuticals |
| 7.8% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,990 |
|
|
| 3,952 |
|
|
| 3,950 |
|
Output Services Group Inc |
| Services: Business |
| 6.77% (LIBOR +4.25%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,468 |
|
|
| 4,448 |
|
|
| 4,345 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,328 |
|
|
| 2,318 |
|
|
| 2,308 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 7.52% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,993 |
|
|
| 2,963 |
|
|
| 2,888 |
|
Ping Identity Corp |
| High Tech Industries |
| 6.27% (LIBOR +3.75%) |
| 01/23/2018 |
| 01/24/2025 |
|
| 1,493 |
|
|
| 1,486 |
|
|
| 1,485 |
|
Pivotal Payments |
| Services: Business |
| 9% (LIBOR +4.5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,096 |
|
|
| 3,066 |
|
|
| 3,065 |
|
Pivotal Payments (9) |
| Services: Business |
| 6.98% (LIBOR +4.5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 897 |
|
|
| 550 |
|
|
| 550 |
|
PLH Group Inc |
| Energy: Oil & Gas |
| 8.59% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,173 |
|
|
| 3,085 |
|
|
| 3,109 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 7.19% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 3,000 |
|
|
| 2,883 |
|
|
| 2,895 |
|
Premise Health Holding Corp (10) (12) |
| Healthcare & Pharmaceuticals |
| 6.56% (LIBOR +3.75%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 294 |
|
|
| (1 | ) |
|
| (4 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 6.55% (LIBOR +3.75%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 3,697 |
|
|
| 3,679 |
|
|
| 3,641 |
|
Project Leopard Holdings Inc |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,728 |
|
|
| 1,725 |
|
|
| 1,691 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 6.21% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,980 |
|
|
| 1,964 |
|
|
| 1,935 |
|
Pure Fishing Inc (11) |
| Consumer goods: Non-Durable |
| 7.06% (LIBOR +4.25%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,200 |
|
|
| 1,152 |
|
|
| 1,158 |
|
Quidditch Acquisition Inc |
| Beverage, Food & Tobacco |
| 9.47% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,014 |
|
|
| 996 |
|
|
| 1,009 |
|
Red Ventures LLC |
| Media: Advertising, Printing & Publishing |
| 5.52% (LIBOR +3%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,039 |
|
|
| 2,022 |
|
|
| 1,947 |
|
SCS Holdings Inc |
| High Tech Industries |
| 6.77% (LIBOR +4.25%) |
| 11/20/2015 |
| 10/30/2022 |
|
| 1,558 |
|
|
| 1,551 |
|
|
| 1,541 |
|
Silverback Merger Sub Inc |
| High Tech Industries |
| 6.01% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,185 |
|
|
| 1,182 |
|
|
| 1,068 |
|
Situs Group Holdings Corporation |
| Banking, Finance, Insurance & Real Estate |
| 7.02% (LIBOR +4.5%) |
| 02/21/2018 |
| 02/27/2023 |
|
| 2,972 |
|
|
| 2,959 |
|
|
| 2,972 |
|
SMS Systems Maintenance Services Inc |
| High Tech Industries |
| 7.52% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,940 |
|
|
| 2,929 |
|
|
| 2,240 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 8.74% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 5,101 |
|
|
| 5,057 |
|
|
| 5,126 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 7.02% (LIBOR +4.5%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,234 |
|
|
| 1,224 |
|
|
| 1,223 |
|
STS Operating, Inc. |
| Capital Equipment |
| 6.77% (LIBOR +4.25%) |
| 04/27/2018 |
| 12/11/2024 |
|
| 1,489 |
|
|
| 1,485 |
|
|
| 1,453 |
|
ThoughtWorks, Inc. |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 10/06/2017 |
| 10/11/2024 |
|
| 3,981 |
|
|
| 3,970 |
|
|
| 3,931 |
|
TKC Holdings Inc |
| Services: Business |
| 6.28% (LIBOR +3.75%) |
| 06/08/2017 |
| 02/01/2023 |
|
| 295 |
|
|
| 294 |
|
|
| 281 |
|
TOMS Shoes LLC |
| Retail |
| 8.3% (LIBOR +5.5%) |
| 12/18/2014 |
| 10/30/2020 |
|
| 1,925 |
|
|
| 1,879 |
|
|
| 1,519 |
|
Tupelo Buyer Inc |
| Transportation: Cargo |
| 6.22% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,204 |
|
|
| 2,190 |
|
|
| 2,160 |
|
TV Borrower US LLC |
| High Tech Industries |
| 7.55% (LIBOR +4.75%) |
| 02/16/2017 |
| 02/22/2024 |
|
| 983 |
|
|
| 979 |
|
|
| 978 |
|
46
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Services: Consumer |
| 6.39% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,786 |
|
|
| 2,773 |
|
|
| 2,722 |
| |
US Salt LLC |
| Consumer goods: Non-Durable |
| 7.27% (LIBOR +4.75%) |
| 11/30/2017 |
| 12/01/2023 |
|
| 2,978 |
|
|
| 2,952 |
|
|
| 2,977 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 6.77% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 200 |
|
|
| 198 |
|
Utility One Source L.P. |
| Construction & Building |
| 8.02% (LIBOR +5.5%) |
| 04/07/2017 |
| 04/18/2023 |
|
| 985 |
|
|
| 978 |
|
|
| 985 |
|
Verdesian Life Sciences LLC |
| Chemicals, Plastics & Rubber |
| 7.53% (LIBOR +5%) |
| 12/09/2014 |
| 07/01/2020 |
|
| 1,996 |
|
|
| 1,897 |
|
|
| 1,876 |
|
Vertiv Group Corporation |
| Capital Equipment |
| 6.71% (LIBOR +4%) |
| 09/30/2016 |
| 11/30/2023 |
|
| 1,504 |
|
|
| 1,471 |
|
|
| 1,375 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 6.46% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,501 |
|
|
| 2,496 |
|
|
| 2,464 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 7.56% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,565 |
|
|
| 2,522 |
|
|
| 2,543 |
|
Women's Care Florida LLP |
| Healthcare & Pharmaceuticals |
| 7.02% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,950 |
|
|
| 4,930 |
|
|
| 4,950 |
|
Yak Access LLC |
| Energy: Oil & Gas |
| 7.52% (LIBOR +5%) |
| 06/29/2018 |
| 07/02/2025 |
|
| 2,981 |
|
|
| 2,897 |
|
|
| 2,504 |
|
Zenith Merger Sub, Inc. |
| Services: Business |
| 8.3% (LIBOR +5.5%) |
| 12/22/2017 |
| 12/13/2023 |
|
| 2,970 |
|
|
| 2,945 |
|
|
| 2,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 306,982 |
|
| $ | 299,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 320,282 |
|
| $ | 313,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABG Intermediate Holdings 2 LLC |
| Retail |
| 10.27% (LIBOR +7.75%) |
| 09/26/2017 |
| 09/29/2025 |
|
| 2,333 |
|
| $ | 2,318 |
|
| $ | 2,298 |
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 10.4% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
|
| 990 |
|
|
| 1,000 |
|
CH Hold Corp |
| Automotive |
| 9.77% (LIBOR +7.25%) |
| 01/26/2017 |
| 02/03/2025 |
|
| 1,000 |
|
|
| 996 |
|
|
| 999 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 11.52% (LIBOR +9%) |
| 04/18/2017 |
| 04/21/2025 |
|
| 1,000 |
|
|
| 988 |
|
|
| 957 |
|
DigiCert, Inc. |
| High Tech Industries |
| 10.52% (LIBOR +8%) |
| 09/20/2017 |
| 10/31/2025 |
|
| 600 |
|
|
| 597 |
|
|
| 584 |
|
DiversiTech Holdings Inc |
| Consumer goods: Durable |
| 10.3% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,984 |
|
|
| 1,930 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 11.3% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 486 |
|
|
| 501 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 9.5% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 971 |
|
|
| 948 |
|
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 11.27% (LIBOR +8.75%) |
| 02/13/2018 |
| 08/28/2023 |
|
| 1,000 |
|
|
| 987 |
|
|
| 1,030 |
|
Optiv Security Inc |
| High Tech Industries |
| 9.77% (LIBOR +7.25%) |
| 01/19/2017 |
| 01/31/2025 |
|
| 1,500 |
|
|
| 1,494 |
|
|
| 1,365 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 10.52% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 694 |
|
|
| 697 |
|
SESAC Holdco II LLC |
| Media: Diversified & Production |
| 9.76% (LIBOR +7.25%) |
| 02/13/2017 |
| 02/24/2025 |
|
| 1,000 |
|
|
| 992 |
|
|
| 985 |
|
TKC Holdings Inc |
| Services: Business |
| 10.53% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,839 |
|
|
| 1,825 |
|
TV Borrower US LLC |
| High Tech Industries |
| 11.05% (LIBOR +8.25%) |
| 02/16/2017 |
| 02/22/2025 |
|
| 1,000 |
|
|
| 988 |
|
|
| 1,006 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.52% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 412 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.52% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 16,822 |
|
| $ | 16,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 16,822 |
|
| $ | 16,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 337,104 |
|
| $ | 329,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dreyfus Government Cash Management Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,559 |
|
|
| 21,559 |
|
Other cash accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,309 |
|
|
| 5,309 |
|
Total Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 26,868 |
|
| $ | 26,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Logan JV Summarized Financial Information:
Below is certain summarized financial information for Logan JV as of September 30, 2019March 31, 2020 and December 31, 20182019 and for the three and nine months ended September 30, 2019March 31, 2020 and 2018:2019:
Selected Balance Sheet Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of September 30, 2019 |
|
| As of December 31, 2018 |
|
| As of March 31, 2020 |
|
| As of December 31, 2019 |
| ||||
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value (cost of $344,486 and $337,104, respectively) |
| $ | 335,202 |
|
| $ | 329,771 |
| ||||||||
Investments at fair value (cost of $324,122 and $340,083, respectively) |
| $ | 278,945 |
|
| $ | 332,182 |
| ||||||||
Cash |
|
| 14,418 |
|
|
| 26,868 |
|
|
| 9,531 |
|
|
| 11,560 |
|
Other assets |
|
| 1,383 |
|
|
| 2,194 |
|
|
| 1,262 |
|
|
| 4,234 |
|
Total assets |
| $ | 351,003 |
|
| $ | 358,833 |
|
| $ | 289,738 |
|
| $ | 347,976 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable reported net of unamortized debt issuance costs |
| $ | 232,284 |
|
| $ | 239,356 |
|
| $ | 225,822 |
|
| $ | 234,621 |
|
Payable for investments purchased |
|
| 11,426 |
|
|
| 7,342 |
|
|
| - |
|
|
| 2,888 |
|
Distribution payable |
|
| 3,750 |
|
|
| 3,360 |
|
|
| 3,640 |
|
|
| 3,650 |
|
Other liabilities |
|
| 2,630 |
|
|
| 2,744 |
|
|
| 2,481 |
|
|
| 2,576 |
|
Total liabilities |
| $ | 250,090 |
|
| $ | 252,802 |
|
| $ | 231,943 |
|
| $ | 243,735 |
|
Members' capital |
| $ | 100,913 |
|
| $ | 106,031 |
|
| $ | 57,795 |
|
| $ | 104,241 |
|
Total liabilities and members' capital |
| $ | 351,003 |
|
| $ | 358,833 |
|
| $ | 289,738 |
|
| $ | 347,976 |
|
Selected Statement of Operations Information:
|
| For the three months ended September 30, 2019 |
| For the three months ended September 30, 2018 |
| For the nine months ended September 30, 2019 |
|
| For the nine months ended September 30, 2018 |
|
| For the three months ended March, 31 2020 |
|
| For the three months ended March, 31 2019 |
|
| ||||||
|
| (Dollars in thousands) |
| (Dollars in thousands) |
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| ||||||
Interest income |
| $ | 6,311 |
| $ | 6,011 |
| $ | 19,231 |
|
| $ | 15,974 |
|
| $ | 5,826 |
|
| $ | 6,529 |
|
|
Fee income |
|
| 50 |
|
| (6 | ) |
| 104 |
|
|
| 102 |
|
|
| 50 |
|
|
| 28 |
|
|
Total revenues |
|
| 6,361 |
|
| 6,005 |
|
| 19,335 |
|
|
| 16,076 |
|
|
| 5,876 |
|
|
| 6,557 |
|
|
Credit facility expenses (1) |
|
| 2,883 |
| 2,681 |
| 9,682 |
|
|
| 6,821 |
|
|
| 2,789 |
|
|
| 3,305 |
|
| ||
Other fees and expenses |
|
| 296 |
|
| 298 |
|
| 331 |
|
|
| 854 |
|
|
| 97 |
|
|
| 123 |
|
|
Total expenses |
|
| 3,179 |
|
| 2,979 |
|
| 10,013 |
|
|
| 7,675 |
|
|
| 2,886 |
|
|
| 3,428 |
|
|
Net investment income |
|
| 3,182 |
|
| 3,026 |
|
| 9,322 |
|
|
| 8,401 |
|
|
| 2,990 |
|
|
| 3,129 |
|
|
Net realized (loss) gain |
|
| 5 |
| 92 |
| (4,040 | ) |
|
| 371 |
|
|
| (3,260 | ) |
|
| (1,471 | ) |
| ||
Net change in unrealized (depreciation) on investments |
|
| (3,012 | ) |
| 201 |
|
| (1,950 | ) |
|
| (724 | ) | |||||||||
Net change in unrealized (depreciation) appreciation on investments |
|
| (37,276 | ) |
|
| 1,308 |
|
| ||||||||||||||
Net increase in members' capital from operations |
| $ | 175 |
| $ | 3,319 |
| $ | 3,332 |
|
| $ | 8,048 |
|
| $ | (37,546 | ) |
| $ | 2,966 |
|
|
(1) | As of |
Revolving and Unfunded Delayed Draw Loans
For the Company’s investments in revolving and delayed draw loans, the cost basis of the investments purchased is adjusted for the cash received for the discount on the total balance committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded.
Investment Management Agreement
On March 5, 2019,January 28, 2020, the Company’s Board unanimously approved an interim investment management agreement together with(the “Interim Investment Management Agreement”) that includes substantially the proposed fee waivers, withsame terms as the Advisor was re-approved by its board of directors, including a majority of the Company’s directors who are not interested persons of the Company and the board of directors approved an amended and restated investment management agreement which was also approved by the Company’s stockholders at the 2019 Annual Meeting of the Stockholdersbecame effective on June 14, 2019. Under2019 (the “Prior Investment Advisory Agreement”). The Interim Investment Management Agreement became effective January 31, 2020. Consistent with the investment management agreement,terms under the Prior Investment Advisory Agreement, under the Interim Investment Management Agreement, the Advisor, subject to the overall supervision of the Company’s board of directors, manages the day-to-day operations of, and provides investment advisory services to the Company.
On January 28, 2020, the Company’s Board also unanimously approved a new investment management agreement (the “New Investment Management Agreement”) between the Company and the Advisor. All material terms of the New Investment Management Agreement will remain unchanged from the material terms of the Prior Investment Advisory Agreement. The New Investment Management Agreement is subject to stockholder approval for which a special stockholder meeting has been called for May 28, 2020. The Interim Investment Management Agreement will remain in place until June 29, 2020, unless the Company receives stockholder approval of the New Investment Management Agreement prior to the termination date or exemptive relief is sought and obtained from the SEC to extend the term of the Interim Investment Management Agreement or permit the entrance into an additional interim investment management agreement. Upon receipt of stockholder approval, the Interim Investment Management Agreement will terminate immediately and the New Investment Management Agreement will go into effect. Advisory fees earned under the Interim Investment Management Agreement will be escrowed pending stockholder approval of the New Investment Management Agreement.
Base Management Fee
Effective June 14, 2019, our stockholders approved an amended and restated investment management agreement, pursuant to whichFor the three months ended March 31, 2020, the base management fee is calculated at an annual rate of 1.0% of ourthe Company’s gross assets payable quarterly in arrears on a calendar quarter basis. Commencing April 1,The 1.0% rate is pursuant to the Prior Investment Advisory Agreement through January 30, 2020 and remained unchanged through March 31, 2020 under the Interim Investment Management Agreement. For the three months ended March 31, 2019, the Advisor waived base management fees in excess of 1.0% per annum. Prior to June 14, 2019, the contractual base management fee was calculated at an annual rate of 1.5% of ourthe Company’s gross assets payable quarterly in arrears on a calendar quarter basis.
For purposes of calculating the base management fee, “gross assets” is determined as the value of the Company’s assets without deduction for any liabilities. The base management fee is calculated based on the value of the Company’s gross assets at the end of the most recently completed calendar quarter, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.
For the three months ended September 30,March 31, 2020 and 2019, and 2018, the Company incurred $1,215 and $2,240, respectively, of base management fees. For the nine months ended September 30, 2019 and 2018, the Company incurred $4,415 and $6,893, respectively, of base management fees net of management fees waived of $525$1,024 and $0,$1,910, respectively. As of September 30, 2019March 31, 2020 and December 31, 2018, $1,2152019, $1,024 and $2,112,$1,103, respectively, was payable to the Advisor. $686 of the base management fees incurred during the three months ended March 31, 2020 will remain in escrow until stockholder approval of the New Investment Management Agreement.
On March 3, 2020, the Company approved a proposal from the Advisor to irrevocably waive management and incentive fees for the Company for the period from July 1, 2020 through December 31, 2020 if the Company’s stockholders approve the New Investment Management Agreement by and between the Company and the Advisor. The Advisor has subsequently agreed to extend the management and incentive fee waiver through March 31, 2021 if the Company’s stockholders approve the New Investment Management Agreement.
Incentive Fee
The incentive fee consists of two components as described in detail below: incentive fee on net investment income and incentive fee on capital gains. The two components are determined independent of each other.
The Company accepted the Advisor’s proposals to waive 100% of the incentive fees accrued for the period commencing on January 1, 2018 and ending on December 31, 2019 (“Incentive Fee Waiver”). Such waived incentive fees shall not be subject to recoupment. Additionally, if,If, at any time during the fiscal year 2020, the aggregate incentive fees on Net Investment Income on a quarterly basis, as calculated based on the amendedInterim Investment Management Agreement and restated investment management agreement,the New Investment Management Agreement, if approved by stockholders, described herein as the Reduced Incentive Fee on Net Investment Income, is greater than the aggregate incentive fees on such applicable quarter, as calculated based on the incentive fee formula as reflected in the original investment management agreement prior to giving effect to such amendment,the Prior Investment Advisory Agreement, the Advisor will waive such excess.
Incentive Fee on Net Investment Income as of January 1, 2020
On June 14, 2019,The Prior Investment Advisory Agreement and subsequently the shareholders of the Company approved an amended and restated investment management agreement thatInterim Investment Management Agreement modified the incentive fee on net investment income as indicated below (“Reduced Incentive Fee on Net Investment Income”). The Reduced Incentive Fee on Net Investment Income is calculated by reference to the most recent trailing twelve quarter period or, if shorter, the number of quarters that have occurred since January 1, 2018 (“Trailing Twelve Quarter Period”), rather than on the standalone quarterly basis as set forth in the original investment management agreement. Pre-incentive fee net investment income is expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising of the relevant Trailing Twelve Quarter Period. The hurdle amount for incentive fee based on pre-incentive fee net investment income continues to be determined on a quarterly basis and equal to 2.0% (which is 8.0% annualized) but is multiplied by the net asset value attributable to the Company’s common stock at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarter Period (also referred to as “minimum income level”). The hurdle amount will be calculated after making appropriate adjustments for subscriptions (which includes all issuances by the Company of shares of our common stock, including issuances pursuant to its dividend reinvestment plan) and distributions that occurred during the relevant Trailing Twelve Quarter Period.
The calculation of pre-incentive fee net investment income continues to mean interest income, amortization of original issue discount, commitment and origination fees, dividend income and any other income (including any other fees, such as, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the Company’s administration agreement (discussed below), and any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee and any offering expenses and other expenses not charged to operations but excluding certain reversals to the extent such reversals have the effect of reducing previously accrued incentive fees based on the deferral of non-cash interest. Furthermore, pre-incentive fee net investment income continues to include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash.
The incentive fee based on pre-incentive net investment income for each quarter will be determined as follows:
The Advisor receives no incentive fee for any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the minimum income level.
Subject to the Incentive Fee Cap (as defined below), the Advisor receives 100% of the Company’s pre-incentive fee net investment income for the Trailing Twelve Quarters with respect to that portion of the pre-incentive net investment income for such quarter, if any, that exceeds the minimum income level but is less than 2.5% (which is 10.0% annualized) (also referred to as the “catch-up” provision); and
17.5% of the Company’s pre-incentive fee net investment income, if any, greater than 2.5% (10.0% annualized) for the Trailing Twelve Quarter Period.
The amount of the incentive fee on pre-incentive net investment income that will be paid for a particular quarter will equal the excess of the incentive fee so calculated minus the aggregate incentive fees on pre-incentive net investment income that were paid in respect of the eleven calendar quarters (or if shorter, the appropriate number of quarters that have occurred since January 1, 2018) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap (as described below).
The foregoing incentive fee is subject to an Incentive Fee Cap (as defined below). The Incentive Fee Cap for any quarter is an amount equal to (a) 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarter Period, minus (b) the aggregate incentive fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarter Period. “Cumulative Net Return” means (x) pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarter Period minus (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarter Period. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company pays no incentive fee based on income to the Advisor for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on pre-incentive net investment income that is payable to the Advisor for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an incentive fee based on pre-incentive fee net investment income to the Advisor equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on pre-incentive fee net investment income that is payable to the Advisor for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company pays an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap. “Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
Additionally, if, at any time during the fiscal year 2020, the aggregate incentive fees on a quarterly basis, as calculated based on the amended and restated investment management agreement, described herein as the Reduced Incentive Fee on Net Investment Income is greater than the aggregate incentive fees on such applicable quarter, as calculated based on the incentive fee formula as reflected in the original investment management agreement prior to giving effect to such amendment,the Prior Investment Advisory Agreement and subsequently the Interim Investment Management Agreement, the Advisor will waive such excess.
For the three and nine months ended September 30,March 31, 2020, the Company would have incurred $0 of incentive fees related to ordinary income under this calculation.
For the three months ended March 31, 2019, the Company would have incurred no$0 of incentive feefees related to ordinary income under the new calculation.
For the three and nine months ended September 30, 2018, the Company would have incurred $951 and $2,645 of incentive fees, respectively, related to ordinary income under the new calculation. These fees were calculated based on the incentive fee rate of 20.0% which was in effect through June 14, 2019, the date when a reduced rate of 17.5% was approved by the shareholders. These fees under the new formula were greater on a cumulative basis than the fees calculated based on the formula as in effect under the original investment management agreement and therefore, the fees under the old formula were reflected as an expense as well as a corresponding waiver in the same amount.
Incentive Fee on Net Investment Income Prior to January 1, 2018 Pursuant to the Original Investment Management Agreement
The incentive fee on net investment income is calculated, and payable, quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter, subject to a cumulative total return requirement and to deferral of non-cash amounts. The pre-incentive fee net investment income, which is expressed as a rate of return on the value of the Company’s net assets attributable to its common stock, for the immediately preceding calendar quarter, will have a 2.0% (which is 8.0% annualized) hurdle rate (also referred to as “minimum income level”). Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial assistance and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under our administration agreement (discussed below), and any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee and any offering expenses and other expenses not charged to operations but excluding certain reversals to the extent such reversals have the effect of reducing previously accrued incentive fees based on the deferral of non-cash interest. Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), and accrued income that we have not yet received in cash. The Advisor receives no incentive fee for any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the minimum income level. Subject to the cumulative total return requirement described below, the Advisor receives 100% of the Company’s pre-incentive fee net investment income for any calendar quarter with respect to that portion of the pre-incentive fee net investment income for such quarter, if any, that exceeds the minimum income level but is less than 2.5% (which is 10.0% annualized) of net assets (also referred to as the “catch-up” provision) and 20.0% of the Company’s pre-incentive fee net investment income for such calendar quarter, if any, greater than 2.5% (10.0% annualized) of net assets.
The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent 20.0% of the cumulative net increase in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive fees accrued and/or paid for the 11 preceding quarters. In other words, any ordinary income incentive fee that is payable in a calendar quarter is limited to the lesser of (i) 20% of the amount by which our pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the “catch- up” provision, and (ii) (x) 20% of the cumulative net increase in net assets resulting from operations for the then current and 11 preceding quarters minus (y) the cumulative incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the amount, if positive, of the sum of the Company’s pre-incentive fee net investment income, base management fees, realized gains and losses and unrealized appreciation and depreciation for the then current and 11 preceding calendar quarters. In addition, the portion of such incentive fee that is attributable to deferred interest (sometimes referred to as payment-in-kind interest, or PIK, or original issue discount, or OID) will be paid to the Advisor, together with interest thereon from the date of deferral to the date of payment, only if and to the extent we actually receive such interest in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write-off or similar treatment of the investment giving rise to any deferred interest accrual. There is no accumulation of amounts on the hurdle rate from quarter to quarter and accordingly there is no clawback of amounts previously paid if subsequent quarters are below the quarterly hurdle rate and there is no delay of payment if prior quarters are below the quarterly hurdle rate.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss, subject to the total return requirement and deferral of non-cash amounts. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, it will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this component of the incentive fee is also included in the amount of its gross assets used to calculate the base management fee. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
For the three and nine months ended September 30,March 31, 2020 and 2019, the Company would have incurred no incentive fees related to ordinary income under the old calculation.
For the three and nine months ended September 30, 2018, the Company incurred $0 and reversed $9 of incentive fees, respectively related to ordinary income under the old calculation, net of incentive fee waived of $1,658 and $1,658, respectively. These fees were less on a cumulative basis than the fees calculated based on the formula in place after January 1, 2018, therefore, these fees were booked as an expense for the aforementioned periods.
Incentive Fee on Net Investment Income Payable
For the three and nine months ended September 30,March 31, 2020 and 2019, the Company recognized no incentive fees related to the adjustment of previously deferred incentive fees payable. For the threereversed $411 and nine months ended September 30, 2018, the Company reversed $9 and $9,$0, respectively, of incentive fees related to the adjustment of previously deferred incentive fees.
As of September 30, 2019March 31, 2020 and December 31, 2018, $0 and $143, respectively, of2019, no incentive fees related to previously deferred income now received in cash are currently payable to the Advisor and reflected in accrued expenses and other payables on the Consolidated Statements of Assets and Liabilities.Advisor. As of September 30, 2019March 31, 2020 and December 31, 2018, $6772019, $156 and $677,$568, respectively of incentive fees incurred by the Company were generated from deferred interest (i.e. PIK, certain discount accretion and deferred interest) and are not payable until such amounts are received in cash. These amounts are reflected in accrued incentive fees on the Consolidated Statements of Assets and Liabilities.
Incentive Fee on Capital Gains
The second component of the incentive fee (capital gains incentive fee) is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment management agreement, as of the termination date). Effective June 14, 2019, this component is equal to 17.5% (prior thereto before giving effect to any waivers was 20.0%) of the Company’s cumulative aggregate realized capital gains from inception through the end of that calendar year, computed net of the cumulative aggregate realized capital losses and cumulative aggregate unrealized capital depreciation through the end of such year. The calculation of the capital gains incentive fee has not been modified.modified or waived. The aggregate amount of any previously paid capital gains incentive fees is subtracted from such capital gains incentive fee calculated. There was no capital gains incentive fee payable to the Company’s Advisor under the investment management agreementInterim Investment Management Agreement and Prior Investment Advisory Agreement as of September 30, 2019March 31, 2020 and December 31, 2018. The Advisor has agreed to waive any capital gains incentive fee due and payable as of December 31, 2019.
GAAP Incentive Fee Accrual
GAAP requires that the incentive fee accrual be calculated assuming a hypothetical liquidation of the Company at the balance sheet date. A hypothetical liquidation considers the cumulative aggregate realized gains and losses and unrealized capital appreciation or depreciation of investments or other financial instruments, in the calculation, as an incentive fee would be payable if such realized gains and losses or unrealized capital appreciation or depreciation were realized, even though such realized gains and losses and unrealized capital appreciation or depreciation is not permitted to be considered in calculating the fee actually payable under the investment management agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation or depreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the investment management agreement, and may never be paid based upon the computation of incentive fees in subsequent periods. For the three and nine months ended September 30,March 31, 2020 and 2019, and 2018, the Company incurred no incentive fees related to the GAAP incentive fee.
Administration Agreement
The Company has also entered into an administration agreement with the Advisor on January 31, 2020 that includes substantially the same terms as the prior administration agreement and under which the Advisor will provide administrative services to the Company. Under the administration agreement, the Advisor performs, or oversees the performance of administrative services necessary for the operation of the Company, which include, among other things, being responsible for the financial records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports filed with the SEC. In addition, the Advisor assists in determining and publishing the Company’s net asset value, oversees the preparation and filing of the Company’s tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. The Company will reimburse the Advisor for its allocable portion of the costs and expenses incurred by the Advisor for overhead in performance by the Advisor of its duties under the administration agreement and the investment management agreement, including facilities, office equipment and the Company’s allocable portion of cost of compensation and related expenses of the Company’s chief financial officer and chief compliance officer and their respective staffs, as well as any costs and expenses incurred by the Advisor relating to any administrative or operating services provided by the Advisor to the Company. The Company’s board of directors reviews the allocation methodologies with respect to such expenses. Such costs are reflected as administrator expenses in the accompanying Consolidated Statements of Operations. Under the administration agreement, the Advisor provides, on behalf of the Company, managerial assistance to those portfolio companies to which the Company is required to provide such assistance. To the extent that the Company’s Advisor outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without profit to the Advisor.
For the three months ended September 30,March 31, 2020 and 2019, and 2018, the Company incurred administrator expenses of $373$327 and $512, respectively. For the nine months ended September 30, 2019 and 2018, the Company incurred administrator expenses of $1,215 and $1,640,$449, respectively. As of September 30, 2019 and DecemberMarch 31, 2018, $32 and $812020, $77 of administrator expenses true-upwere due to Advisor, which is included in accrued administrator expenses on the Consolidated Statement of Assets and Liabilities. As of December 31, 2019, $122 of administrator expenses were due from the Advisor respectively, which was included in Duedue from affiliate on the Consolidated Statement of Assets and Liabilities.
License Agreement
The Company andOn January 31, 2020, the Advisor haveCompany’s investment advisor, First Eagle Alternative Credit, LLC (“FEAC”), entered into a licensean agreement with THLThomas H. Lee Partners, L.P., or (“THL Partners,Partners”) under which THL Partners has granted to the Company and the AdvisorFEAC a limited, non-exclusive, personal, revocable, worldwide, non-transferable, licensenon-sublicensable right to use the trade name and service mark THL,, which is a proprietary mark of THL Partners, for specified purposes in connection with its respective businesses (the “New License Agreement”). The New License Agreement replaced the Company’s and the Advisor’s respective businesses. Thisprior license agreement granted to the Company by THL Partners, which terminated on January 31, 2020 in connection with the acquisition of FEAC by First Eagle Investment Management, LLC. As with the prior license agreement, the New License Agreement is royalty-free, which means the Company is not charged a fee for its use of the trade name and service mark THL.THL. The license agreementNew License Agreement terminates in full on the date that is two hundred (200) days after January 31, 2020. The New License Agreement is also terminable either in its entirety or with respect to the Company or the Advisor by THL Partners at any time in its sole discretion upon 60fifteen (15) days prior written notice and is also terminable with respect to either the Company or the Advisor by THL Partners in the case of certain events of non-compliance. After the expirationfor breach of its first one year term, the entire license agreement is terminable by either the Company or the Advisor at the Company or its sole discretion upon 60 days prior written notice.terms. Upon termination of the license agreement,New License Agreement, the Company and the AdvisorFEAC must cease to use the name and mark THL,, including any use in the Company’sits respective legal names, filings, listings and other uses that may require the Company to withdraw or replace the Company’sits names and marks. Other than with respect to the limited rights contained in the license agreement,New License Agreement, the Company and the AdvisorFEAC have no right to use, or other rights in respect of, the THL name and mark. The Company is an entity operated independently from THL Partners, and third parties who deal with the Companyit have no recourse against THL Partners.
Managed Funds
The Advisor and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole or in part, with ours. For example, the Advisor may serve as investment adviser to one or more private funds, registered closed-end funds and collateralized loan obligations (CLO). In addition, the Company’s officers may serve in similar capacities for one or more private funds, registered closed-end funds and CLOs. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Advisor or its affiliates may determine that the Company should invest side- by-side with one or more other funds. The Advisor’s policies are designed to manage and mitigate the conflicts of interest associated with the allocation of investment opportunities if we are able to co-invest, either pursuant to SEC interpretive positions or an exemptive order, with other funds managed by the Advisor and its affiliates. As a result, the Advisor and/or its affiliates may face conflicts in allocating investment opportunities between us and such other entities. Although the Advisor and its affiliates will endeavor to allocate investment opportunities in a fair and equitable manner and consistent with applicable allocation procedures, it is possible that we may not be given the opportunity to participate in investments made by investment funds managed by the Advisor or its affiliates.
The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with affiliates absent an order from the SEC permitting the BDC to do so. The SEC has granted the Company the relief it sought in an exemptive application that expands the Company’s ability to co-invest in portfolio companies with certain other funds managed by the Advisor or its affiliates (“Affiliated Funds”) and, subject to certain conditions, proprietary accounts of the Advisor or its affiliates (“THL Proprietary Accounts”) in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, the Company is permitted to co-invest with Affiliated Funds and/or THL Proprietary Accounts if, among other things, a “required majority” (as defined in Section 57(o) of the 1940 Act) or its independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and its stockholders and do not involve overreaching 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 its investment objective and strategies.
Greenway
On January 14, 2011, THL Credit Greenway Fund LLC, or Greenway, was formed as a Delaware limited liability company. Greenway is a portfolio company of the Company. Greenway is a closed-end investment fund which provides for no liquidity or redemption options and is not readily marketable. Greenway operates under a limited liability agreement dated January 19, 2011, or the Agreement. Greenway will continue in existence until January 14, 2021, subject to earlier termination pursuant to certain terms of the Agreement. The term may also be extended for up to three additional one-year periods pursuant to certain terms of the Agreement. Greenway had a two year investment period.
Greenway had $150,000 of capital committed by affiliates of a single institutional investor and is managed by the Company. The Company’s capital commitment to Greenway is $15. As of September 30, 2019,March 31, 2020, Greenway’s committed capital had been fully called. The Company’s nominal investment in Greenway is reflected in the September 30, 2019March 31, 2020 and December 31, 20182019 Consolidated Schedules of Investments.
The Company acts as the investment adviser to Greenway and is entitled to receive certain fees relating to its investment management services provided, including a base management fee, a performance fee and a portion of the closing fees on each investment transaction. As a result, Greenway is classified as an affiliate of the Company. For the three and nine months ended September 30, 2019,March 31, 2020, the Company earned $11 and $35, respectively,$7 in fees related to Greenway, which is included in other income from non-controlled, affiliated investments in the Consolidated Statements of Operations. For the three and nine months ended September 30, 2018,March 31, 2019, the Company earned $11 and $32, respectively,$13 in fees related to Greenway, which is included in other income from non-controlled, affiliated investments in the Consolidated Statements of Operations. As of September 30, 2019March 31, 2020 and December 31, 2018, $112019, $7 and $12$10 of fees and expenses related to Greenway, respectively, were included in due from affiliate on the Consolidated Statements of Assets and Liabilities.
Greenway invested in securities similar to those of the Company pursuant to investment and allocation guidelines which address, among other things, the size of the borrowers, the types of transactions and the concentration and investment ratio amongst Greenway and the Company. However, the Company has the discretion to invest in other securities.
Greenway II
On January 31, 2013, THL Credit Greenway Fund II, LLC, or Greenway II LLC, was formed as a Delaware limited liability company and is a portfolio company of the Company. Greenway II LLC is a closed-end investment fund which provides for no liquidity or redemption options and is not readily marketable. Greenway II LLC operates under a limited liability agreement dated February 11, 2013, as amended, or the Greenway II LLC Agreement. Greenway II LLC will continue until October 10, 2021, subject to earlier termination pursuant to certain terms of the Greenway II LLC Agreement. The term may also be extended for up to three additional one-year periods pursuant to certain terms of the Greenway II LLC Agreement. Greenway II LLC has a two year investment period, which has now expired.period.
As contemplated in the Greenway II LLC Agreement, the Company has established a related investment vehicle and entered into an investment management agreement with an account set up by an unaffiliated third party investor to invest alongside Greenway II LLC pursuant to similar economic terms. The account is also managed by the Company. References to “Greenway II” herein include Greenway II LLC and the account of the related investment vehicle. Greenway II had $186,500 of capital commitments primarily from institutional investors. As of September 30, 2019,March 31, 2020, Greenway II’s committed capital had been fully called. The Company’s nominal investment in Greenway II is reflected in the September 30, 2019March 31, 2020 and December 31, 20182019 Consolidated Schedules of Investments.
The Company acts as the investment adviser to Greenway II and is entitled to receive certain fees relating to its investment management services provided, including a base management fee, a performance fee and a portion of the closing fees on each investment transaction. As a result, Greenway II is classified as an affiliate of the Company. For the three and nine months ended September 30,March 31, 2020 and 2019, the Company earned $109$75 and $360,$128, respectively, in fees related to Greenway II, which are included in other income from non-controlled, affiliated investments in the Consolidated Statements of Operations. For the three and nine months ended September 30, 2018, the Company earned $180 and $660, respectively, in fees related to Greenway II, which is included in other income from non-controlled, affiliated investments in the Consolidated Statements of Operations. As of September 30, 2019March 31, 2020 and December 31, 2018, $2292019, $112 and $145,$55, respectively, of fees related to Greenway II and legal expenses related to certain former portfolio companies were included in due from affiliate on the Consolidated Statements of Assets and Liabilities.
Greenway II invested in securities similar to those of the Company pursuant to investment and allocation guidelines which address, among other things, the size of the borrowers, the types of transactions and the concentration and investment ratio amongst Greenway II and the Company. However, the Company has the discretion to invest in other securities.
Due To and From Affiliates
The Advisor payspaid certain other general and administrative expenses on behalf of the Company. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, there were $102$172 and $166,$120 of general and administrative fees, respectively, due to affiliate, which was included in accrued expenses and other payables on the Consolidated Statements of Assets and Liabilities.
As of September 30, 2019March 31, 2020, the Company owed the Advisor $77 of administrator expenses, which is included in accrued administrator expenses on the Consolidated Statements of Assets and Liabilities. As of December 31, 2018,2019, the Advisor owed $32 and $81, respectively,$122 of administrator expenses as a reimbursement to the Company, which was included in due from affiliate on the Consolidated Statements of Assets and Liabilities.
The Company acts as the investment adviser to Greenway and Greenway II and is entitled to receive certain fees. As a result, Greenway and Greenway II are classified as affiliates of the Company. As of September 30, 2019March 31, 2020 and December 31, 2018, $2402019, $119 and $267$65 of total fees and expenses related to Greenway and Greenway II, respectively, were included in due from affiliate on the Consolidated Statements of Assets and Liabilities.
For the Company’s controlled equity investments, as of September 30,March 31, 2020, it had $3,272 of dividends receivable from Logan JV and C&K Market, Inc. included in interest, dividends, and fees receivable on the Consolidated Statements of Assets and Liabilities. As of December 31, 2019, it had $3,290 of dividends receivable from Logan JV and C&K Market, Inc., $279 and $257 of interest and fees from OEM Group, LLC, included in interest, dividends, and fees receivable and $311 of distribution receivable from Logan JV included in distribution receivable on the Consolidated Statements of Assets and Liabilities. As of December 31, 2018, it had $3,154 of dividends receivable from Logan JV, Copperweld Bimetallics, LLC and C&K Market, Inc. and $217 of interest and fees from OEM Group, LLC, included in interest, dividends, and fees receivable and $207 distribution receivable from Logan JV included in distribution receivable on the Consolidated Statements of Assets and Liabilities.
Advisor Stock Trading Plan
On March 12, 2018, the Advisor adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to purchase up to $10,000 of shares of the Company’s common stock. The Advisor previously informed the Company that it intended to enter into such plan. As part of this plan, during the three and nine months ended September 30, 2018, the Advisor purchased 97,172 shares at an average cost of $8.13 per share and 1,259,102 shares at an average cost of $7.92 per share, respectively, inclusive of commissions. The plan fulfilled its purchase limits in July 2018.
5. Realized Gains and Losses on Investments, net of income tax provision
The following shows the breakdown of net realized gains and losses for the three and nine months ended September 30, 2019March 31, 2020 and 2018:2019:
|
| For the three months ended September 30, | For the nine months ended September 30, |
| |||||||||||||
|
| 2019 |
|
| 2018 |
|
|
| 2019 |
|
| 2018 |
| ||||
Aerogroup International Inc. (1) |
| $ | — |
|
| $ | (366 | ) |
|
| $ | (2,203 | ) |
| $ | (6,675 | ) |
Alex Toys, LLC (2) |
|
| — |
|
|
| — |
|
|
|
| (1,460 | ) |
|
| — |
|
Charming Charlie LLC (3) |
|
| (24,652 | ) |
|
| — |
|
|
|
| (24,652 | ) |
|
| (11,494 | ) |
Copperweld Bimetallics LLC (4) |
|
| 16,701 |
|
|
| — |
|
|
|
| 16,701 |
|
|
| — |
|
Fairstone Financial Inc. (5) |
|
| 249 |
|
|
| — |
|
|
|
| 249 |
|
|
| 157 |
|
Food Processing Holdings, LLC |
|
| — |
|
|
| 28 |
|
|
|
|
|
|
|
| 28 |
|
Gryphon Partners 3.5, L.P. |
|
| — |
|
|
| 128 |
|
|
|
| — |
|
|
| 176 |
|
Home Partners of America, Inc. (6) |
|
| — |
|
|
| — |
|
|
|
| 18 |
|
|
| — |
|
LAI International, Inc. (7) |
|
| — |
|
|
| — |
|
|
|
| (22,713 | ) |
|
| — |
|
Specialty Brands Holdings, LLC (8) |
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| (21,013 | ) |
THL Credit Logan JV LLC |
|
| — |
|
|
| (101 | ) |
|
|
| — |
|
|
| 242 |
|
Tri-Starr Management Services, Inc. (9) |
|
| — |
|
|
| — |
|
|
|
| 443 |
|
|
| — |
|
YP Equity Investors, LLC |
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| 21 |
|
Other |
|
| 31 |
|
|
| 25 |
|
|
|
| (95 | ) |
|
| 22 |
|
Net realized losses |
| $ | (7,671 | ) |
| $ | (286 | ) |
|
| $ | (33,712 | ) |
| $ | (38,536 | ) |
|
| For the three months ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Aerogroup International Inc. (1) |
| $ | 90 |
|
| $ | (825 | ) |
Alex Toys, LLC (2) |
|
| — |
|
|
| (1,460 | ) |
Charming Charlie LLC (3) |
|
| (1,565 | ) |
|
| — |
|
Copperweld Bimetallics, LLC (4) |
|
| (257 | ) |
|
| — |
|
Tri Starr Management Services, Inc. (5) |
|
| — |
|
|
| 442 |
|
Other |
|
| 118 |
|
|
| (132 | ) |
Net realized losses |
| $ | (1,614 | ) |
| $ | (1,975 | ) |
(1) |
| In March 2018, Aerogroup International Inc. was sold through bankruptcy proceedings and the Company received $2,494 in proceeds with an additional outstanding escrow proceeds in cash through June 2019 realizing additional losses to reflect amounts collected and associated expenses. In 2020, the Company reversed a portion of the realized losses recorded in 2019 to true up expected accrued expenses related to the bankruptcy proceedings. |
(2) |
| On January 11, 2019, the Company sold its first lien senior secured term loan in Alex Toys, LLC for total proceeds of $7,699. The realized loss of $1,460 was offset by a corresponding change in unrealized appreciation in the same amount. |
| On July 11, 2019, Charming Charlie LLC filed for Chapter 11 bankruptcy protection in Delaware with plans to liquidate the company and any of its remaining assets. In connection with the liquidation, the Company removed Charming Charlie | |
(4) |
| On September 28, 2019, the Company was repaid on its second lien term loan in connection with the sale of its controlling common and preferred equity positions in Copperweld Bimetallics LLC with proceeds received of $32,519 |
(5) |
| |
|
| |
|
| |
|
| |
|
| On February 5, 2019, the Company received an additional $442 in cash proceeds related to the final purchase price true-up in connection with the sale of its investment in Tri-Starr Management Services, Inc. in October 2018. |
6. Net (Decrease) Increase in Net Assets Per Share Resulting from Operations
The following information sets forth the computation of basic and diluted net increase in net assets per share resulting from operations:
| For the three months ended September 30, |
|
|
| For the nine months ended September 30, |
| ||||||||||
| 2019 |
|
| 2018 |
|
|
| 2019 |
|
| 2018 |
| ||||
Numerator—net increase (decrease) in net assets resulting from operations: | $ | 311 |
|
| $ | 4,653 |
|
|
| $ | (9,164 | ) |
| $ | 12,530 |
|
Denominator—basic and diluted weighted average common shares: |
| 30,992 |
|
|
| 32,674 |
|
|
|
| 31,679 |
|
|
| 32,674 |
|
Basic and diluted net increase (decrease) in net assets per common share resulting from operations: | $ | 0.01 |
|
| $ | 0.14 |
|
|
| $ | (0.29 | ) |
| $ | 0.38 |
|
| For the three months ended March 31, |
| |||||
| 2020 |
|
| 2019 |
| ||
Numerator—net (decrease) increase in net assets resulting from operations: | $ | (66,156 | ) |
| $ | 194 |
|
Denominator—basic and diluted weighted average common shares: |
| 29,813 |
|
|
| 32,289 |
|
Basic and diluted net (decrease) increase in net assets per common share resulting from operations: | $ | (2.22 | ) |
| $ | 0.01 |
|
Diluted net (decrease) increase in net assets per share resulting from operations equals basic net (decrease) increase in net assets per share resulting from operations for each period because there were no common stock equivalents outstanding during the above periods.
The following shows a summary of the Company’s borrowings as of September 30, 2019March 31, 2020 and December 31, 2018:2019:
|
| As of |
|
| As of |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| September 30, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||
Facility |
| Commitments |
|
| Borrowings Outstanding (1) |
|
| Weighted Average Borrowings Outstanding (2)(3) |
|
| Weighted Average Interest Rate (8) |
|
| Commitments |
|
| Borrowings Outstanding (4) |
|
| Weighted Average Borrowings Outstanding (3)(5) |
|
| Weighted Average Interest Rate (8) |
|
| Commitments |
|
| Borrowings Outstanding (1) |
|
| Weighted Average Borrowings Outstanding (2) |
|
| Weighted Average Interest Rate (6) |
|
| Commitments |
|
| Borrowings Outstanding (3) |
|
| Weighted Average Borrowings Outstanding (4) |
|
| Weighted Average Interest Rate (6) |
| ||||||||||||||||
Revolving Facility |
| $ | 190,000 |
|
| $ | 69,161 |
|
| $ | 103,184 |
|
|
| 4.56 | % |
| $ | 275,000 |
|
| $ | 107,657 |
|
| $ | 135,121 |
|
|
| 4.90 | % |
| $ | 150,000 |
|
| $ | 81,661 |
|
| $ | 77,211 |
|
|
| 3.31 | % |
| $ | 190,000 |
|
| $ | 66,161 |
|
| $ | 92,101 |
|
|
| 4.25 | % |
2021 Notes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 42,361 |
|
|
| - |
| ||||||||||||||||||||||||||||||||
2022 Notes |
|
| 60,000 |
|
|
| 60,000 |
|
|
| 60,000 |
|
|
| 6.75 | % |
|
| 60,000 |
|
|
| 60,000 |
|
|
| 15,000 |
|
|
| 6.75 | % |
|
| 60,000 |
|
|
| 60,000 |
|
|
| 60,000 |
|
|
| 6.75 | % |
|
| 60,000 |
|
|
| 60,000 |
|
|
| 60,000 |
|
|
| 6.75 | % |
2023 Notes |
|
| 51,607 |
|
|
| 51,607 |
|
|
| 51,607 |
|
|
| 6.13 | % |
|
| 51,607 |
|
|
| 51,607 |
|
|
| 12,136 |
|
|
| 6.13 | % |
|
| 51,607 |
|
|
| 51,607 |
|
|
| 51,607 |
|
|
| 6.13 | % |
|
| 51,607 |
|
|
| 51,607 |
|
|
| 51,607 |
|
|
| 6.13 | % |
Total |
| $ | 301,607 |
|
| $ | 180,768 |
|
| $ | 214,791 |
|
|
| 5.73 | % |
| $ | 386,607 |
|
| $ | 219,264 |
|
| $ | 204,618 |
|
|
| 5.70 | % |
| $ | 261,607 |
|
| $ | 193,268 |
|
| $ | 188,818 |
|
|
| 5.13 | % |
| $ | 301,607 |
|
| $ | 177,768 |
|
| $ | 203,708 |
|
|
| 5.64 | % |
(1) | As of |
(2) | Represents the weighted average borrowings outstanding for the |
(3) |
|
| As of December 31, |
| Represents the weighted average borrowings outstanding for the year ended December 31, |
|
|
| As part of Amendment |
| Represents the weighted average interest rate as of |
Credit Facility
On December 15, 2017, the Company entered into an amendment, or the Revolving Amendment, to its existing revolving credit agreement, or Revolving Facility. The Revolving Amendment revised the Revolving Facility dated August 19, 2015 to, among other things, extend the maturity date from August 2019 to December 2022 (with a one year term out period beginning in December 2021). The one year term out period is the one year anniversary between the revolver termination date, or the end of the availability period, and the maturity date. During this time, the Company is required to make mandatory prepayments on its loans from the proceeds it receives from the sale of assets, extraordinary receipts, returns of capital or the issuances of equity or debt. The Revolving Amendment also reduced the size of the revolver commitments from $303,500 to $275,000. On March 26, 2019, the Company entered into Amendment No. 1 which further amended the Revolving Facility to, among other things, reduce the size of the commitments thereunderfrom $275,000 to $190,000, provide a $20,000 letter of credit subfacility and lower the testing levels of certain financial covenants. On March 13, 2020, the Company entered into Amendment No.4 which further amended the Revolving Facility to, among other things, reduce the size of commitments from $190,000 to $150,000.
The Revolving Facility, denominated in U.S. dollars, has an interest rate of LIBOR plus 2.5% (with no LIBOR floor). The Revolving Facility, denominated in CAD, has an interest rate of CDOR plus 2.5% (with no CDOR floor). The non-use fee is 1.0% annually if the Company uses 35% or less of the Revolving Facility and 0.50% annually if the Company uses more than 35% of the Revolving Facility. The Company elects the LIBOR or CDOR rates on the loans outstanding on its Revolving Facility, which can havehas a LIBOR or CDOR period that is one, two, three or nine months. The LIBOR rate on the USD borrowings outstanding on its Revolving Facility had a one month LIBOR period as of September 30, 2019. There are no CAD borrowings outstanding as of the September 30, 2019.March 31, 2020.
As of September 30, 2019,March 31, 2020, the Company had USD borrowings of $69,161$81,661 outstanding under the Revolving Facility with a quarter-end interest rate of 4.56%3.31%. As of December 31, 2018, the Company had USDThere were no CAD borrowings of $93,461 outstanding under theon its Revolving Facility with a weighted average interest rateas of 4.94% and non-U.S dollar borrowings denominated in CAD of $19,389 ($14,196 in USD) outstanding under the Revolving Facility with a weighted average interest rate of 4.68%. The borrowings denominated in CAD were translated into USD based on the spot rate at each balance sheet date for the applicable periods. The impact resulting from changes in foreign exchange rates on the Revolving Facility borrowings is included in unrealized appreciation (depreciation) on foreign currency borrowings in our Consolidated Statements of Operations.March 31, 2020.
The Revolving Facility includes an accordion feature permitting the Company to expand the Revolving Facility, if certain conditions are satisfied; provided, however, that the aggregate amount of the Revolving Facility, collectively, is capped. The Second Revolving Amendment revised the cap from $600,000 to $500,000.
The Revolving Facility generally requires payment of interest on a quarterly basis for ABR loans (commonly based on the Prime Rate or the Federal Funds Rate), and at the end of the applicable interest period for Eurocurrency loans bearing interest at LIBOR, the interest rate benchmark used to determine the variable rates paid on the Revolving Facility. All outstanding principal is due upon each maturity date. The Revolving Facility also requiresrequire a mandatory prepayment of interest and principal upon certain triggering events (including, without limitation, the disposition of assets or the issuance of certain securities).
Borrowings under the Revolving Facility are subject to, among other things, a minimum borrowing/collateral base. The Revolving Facility hashave certain collateral requirements and/or covenants, including, but not limited to covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) limitations on the creation or existence of agreements that prohibit liens on certain properties of the Company and its subsidiaries, and (e) compliance with certain financial maintenance standards including (i) minimum stockholders’ equity, (ii) a ratio of total assets (less total liabilities not represented by senior securities) to the aggregate amount of senior securities representing indebtedness, of the Company and its consolidated subsidiaries, of not less than 2.00, (iii) minimum liquidity, (iv) minimum net worth, and (v) a consolidated interest coverage ratio. In addition to the financial maintenance standards, described in the preceding sentence, borrowings under the Revolving Facility (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio.
The credit agreement governing the Revolving Facility also includes default provisions such as the failure to make timely payments under the Revolving Facility, the occurrence of a change in control, and the failure by the Company to materially perform under the operative agreements governing the Revolving Facility, which, if not complied with, could, at the option of the lenders under the Revolver Facility, accelerate repayment under the Revolving Facility, thereby materially and adversely affecting the Company’s liquidity, financial condition and results of operations. The Company cannot be assured that it will be able to borrow funds under the Revolving Facility at any particular time or at all. The Company is currently in compliance with all financial covenants under the Revolving Facility.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the carrying amount of the Company’s outstanding Revolving Facility approximated fair value. The fair values of the Company’s Revolving Facility are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Company’s Revolving Facility is estimated based upon market interest rates and entities with similar credit risk. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the Revolving Facility iswould be deemed to be Level 3 of the fair value hierarchy.
Interest expense and related fees, excluding amortization of deferred financing costs, of $1,244$901 and $4,282,$1,604 were incurred in connection with the Revolving Facility for the three months ended March 31, 2020 and 2019. Amortization of deferred financing costs of $450, which included a one-time accelerated amortization of $318 in connection with a reduction in the revolver commitment size, and $496, which included a one-time accelerated amortization of $144 in connection with a reduction in the revolver commitments size, respectively, were incurred in connection with the Revolving Facility for the three and nine months ended September 30,March 31, 2020 and 2019. Interest expense and related fees, excluding amortization of deferred financing costs, of $1,614 and $5,253, respectively, were incurred in connection with the Revolving Facility for the three and nine months ended September 30, 2018. Amortization of deferred financing costs of $137 and $148, respectively, were incurred with the Facilities for the three months ended September 30, 2019 and 2018. Amortization of deferred financing costs of $768, which included a $352 one-time acceleration charge in connection with a reduction in the revolver commitment size, and $437, respectively, were incurred in connection with the Facilities for the nine months ended September 30, 2019 and 2018. As of September 30, 2019,March 31, 2020, the Company had $1,756$1,175 of deferred financing costs related to the Revolving Facility, which is presented as an asset. As of December 31, 2018,2019, the Company had $2,314$1,619 of deferred financing costs related to the Revolving Facility, which is presented as an asset.
Recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur under the 1940 Act from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. At the Company’s Annual Meeting of Stockholders on June 14, 2019, stockholders approved a proposal to reduce the Company’s asset coverage ratio to 150%. Such asset coverage ratio became effective on June 15, 2019. TheOn April 14, 2020, the Company may be ablereceived lender consent to increasereduce its leverage up to an amount that reduces the asset coverage ratio to 150% once the Revolving Facility is amended, which would require lender consent. The Company’s asset coverage as of September 30, 2019 was in excess of 200%165%.
In December 2015 and November 2016, the Company completed a public offering of $35,000 and $25,000, respectively, in aggregate principal amount of 6.75% notes due 2022, or the 2022 Notes. The 2022 Notes mature on December 30, 2022, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after December 30, 2018. The 2022 Notes bear interest at a rate of 6.75% per year payable quarterly on March 30, June 30, September 30 and December 30, of each year, beginning March 30, 2016 and trade on the New York Stock Exchange under the trading symbol “TCRZ”.
On October 5, 2018, the Company completed a public offering of $50,000 in aggregate principal amount of 6.125% notes due 2023 ("2023 Notes"). The 2023 Notes mature on October 30, 2023, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after October 30, 2021. The 2023 Notes bear interest at a rate of 6.125% per year payable quarterly on March 30, June 30, September 30 and December 30, of each year, beginning December 30, 2018 and trade on the New York Stock Exchange under the trading symbol “TCRW”. On October 16, 2018, the underwriters exercised their option to purchase an additional $1,607 to cover overallotments. The proceeds from this public offering were used to redeem the previously issued notes due 2021, or 2021 Notes, and partially repay the Revolving Facility. The redemption of the 2021 Notes was completed on November 5, 2018.
The 2022 Notes and the 2023 Notes are collectively referred to as the Notes. 2021 Notes are included and the 2023 Notes are excluded from the definition for the prior years presented.
As of September 30,March 31, 2020, the carrying amount and fair value of the Notes was $111,607 and $91,934, respectively. As of December 31, 2019, the carrying amount and fair value of the Notes was $111,607 and $114,368, respectively. As of December 31, 2018, the carrying amount and fair value of the Notes was $111,607 and $111,029,$114,887, respectively. The fair value of the Notes are determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Notes is based on the closing price of the security, which is a Level 2 input under ASC 820 due to the trading volume.
In connection with the issuance of the Notes, the Company incurred $4,760$4,771 of fees and expenses. These deferred financing costs are presented as a reduction to the notesNotes payable balance and are being amortized using the effective yield method over the term of the Notes. For the three months ended September 30,March 31, 2020 and 2019, and 2018, the Company amortized approximately $203$201 and $168$198 of deferred financing costs, respectively, which is reflected in amortization of deferred financing costs on the Consolidated Statements of Operations. For the nine months ended September 30, 2019 and 2018, the Company amortized approximately $602 and $500, respectively, which is reflected in amortization of deferred financing costs on the Consolidated Statements of Operations. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the Company had $2,938$2,540 and $3,541$2,742 remaining deferred financing costs on the Notes, which reduced the notes payable balance on the Consolidated Statements of Assets and Liabilities.
For the three months ended September 30,March 31, 2020 and 2019, and 2018, the Company incurred interest expense on the Notes of $1,803 and $1,856, respectively. For the nine months ended September 30, 2019 and 2018, the Company incurred interest expense on the Notes of $5,408 and $5,569,$1,803, respectively.
The indenture and supplements thereto relating to the Notes contain certain covenants, including but not limited to (i) an inability to incur additional borrowings, including through the issuance of additional debt or the sale of additional debt securities unless the Company’s asset coverage, meets the definition in the 1940 Act after such borrowing and (ii) if the Company is not subject to the reporting requirements under the Securities and Exchange Act of 1934 to file periodic reports with the SEC the Company will provide interim and consolidated financial information to the holders of the Notes and the trustee.
8. Contractual Obligations and Off-Balance Sheet Arrangements
From time to time, the Company, or the Advisor, may become party to legal proceedings in the ordinary course of business, including proceedings related to the enforcement of the Company’s rights under contracts with its portfolio companies. Neither the Company, nor the Advisor, is currently subject to any material legal proceedings.
Unfunded commitments to provide funds to portfolio companies are not reflected on the Company’s Consolidated Statements of Assets and Liabilities. The Company’s unfunded commitments may be significant from time to time. These commitments will be subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that the Company holds. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company intends to use cash flow from normal and early principal repayments and proceeds from borrowings and offerings to fund these commitments.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the Company has the following unfunded commitments to portfolio companies:
|
| As of |
|
| As of |
| ||||||||||
|
| September 30, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||
Unfunded delayed draw facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barry's Bootcamp Holdings, LLC |
| $ | 2,679 |
|
|
| — |
| ||||||||
Apex Service Partners, LLC |
| $ | 1,207 |
|
| $ | — |
| ||||||||
BCDI Rodeo Dental Buyer, LLC |
|
| 1,980 |
|
|
| — |
|
|
| 660 |
|
|
| 1,980 |
|
Certify, Inc. |
|
| 140 |
|
|
| — |
|
|
| 70 |
|
|
| 105 |
|
Charming Charlie LLC (2) |
|
| — |
|
|
| 8,275 |
| ||||||||
Home Partners of America, Inc. |
|
| — |
|
|
| 5,858 |
| ||||||||
PDFTron Systems |
|
| 1,089 |
|
|
| — |
|
|
| 1,089 |
|
|
| 1,089 |
|
Simplicity Financial Marketing Holdings Inc. |
|
| 1,013 |
|
|
| — |
|
|
| 984 |
|
|
| 984 |
|
Women's Health USA, Inc. |
|
| — |
|
|
| 29 |
| ||||||||
|
|
| 6,901 |
|
|
| 14,162 |
|
|
| 4,010 |
|
|
| 4,158 |
|
Unfunded revolving commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-800 Hansons, LLC (1) |
|
| 313 |
|
|
| 103 |
|
|
| 103 |
|
|
| 103 |
|
ABC Legal Intermediate Holding II, LLC |
|
| 663 |
|
|
| — |
| ||||||||
ABC Legal Services, LLC |
|
| — |
|
|
| 663 |
| ||||||||
BCDI Rodeo Dental Buyer, LLC |
|
| 1,454 |
|
|
| — |
|
|
| — |
|
|
| 808 |
|
Certify, Inc. |
|
| 70 |
|
|
| — |
|
|
| 60 |
|
|
| 60 |
|
Communication Technology Intermediate |
|
| 761 |
|
|
|
|
|
|
| — |
|
|
| 456 |
|
EBS Intermediate LLC |
|
| 1,667 |
|
|
| 1,667 |
|
|
| 1,667 |
|
|
| 1,667 |
|
Gener8, LLC |
|
| 500 |
|
|
| 950 |
|
|
| 1,500 |
|
|
| 1,500 |
|
HealthDrive Corporation(2) |
|
| 1,761 |
|
|
| 1,761 |
|
|
| 349 |
|
|
| 2,111 |
|
Holland Intermediate Acquisition Corp. (1) |
|
| 3,000 |
|
|
| 3,000 |
|
|
| 3,000 |
|
|
| 3,000 |
|
IRC Opco LLC |
|
| 791 |
|
|
| — |
|
|
| — |
|
|
| 818 |
|
Loadmaster Derrick & Equipment, Inc. |
|
| 50 |
|
|
| — |
|
|
| 168 |
|
|
| 612 |
|
NCP Investor, Inc. |
|
| 1,000 |
|
|
| 1,000 |
|
|
| 1,000 |
|
|
| 1,000 |
|
OEM Group, LLC (2) |
|
| 3,864 |
|
|
| 2,326 |
|
|
| 250 |
|
|
| 3,750 |
|
PDFTron Systems Inc. |
|
| 533 |
|
|
| — |
|
|
| 533 |
|
|
| 533 |
|
Sciens Building Solutions, LLC |
|
| — |
|
|
| 2,556 |
| ||||||||
Simplicity Financial Marketing Holdings Inc. |
|
| 370 |
|
|
| — |
|
|
| — |
|
|
| 370 |
|
SolutionReach, Inc. |
|
| 933 |
|
|
| — |
|
|
| 233 |
|
|
| 933 |
|
SPST Holdings, LLC |
|
| 755 |
|
|
| 755 |
|
|
| 755 |
|
|
| 755 |
|
SRS Acquiom Holdings, LLC |
|
| 400 |
|
|
| 400 |
|
|
| 400 |
|
|
| 400 |
|
Women's Health USA, Inc. |
|
| 1,500 |
|
|
| 1,500 |
|
|
| — |
|
|
| 1,500 |
|
|
|
| 20,385 |
|
|
| 16,018 |
|
|
| 10,018 |
|
|
| 21,039 |
|
Unfunded commitments to investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freeport Financial SBIC Fund LP |
|
| 680 |
|
|
| 680 |
|
|
| 680 |
|
|
| 680 |
|
Gryphon Partners 3.5, L.P. |
|
| 354 |
|
|
| 380 |
|
|
| 363 |
|
|
| 184 |
|
|
|
| 1,034 |
|
|
| 1,060 |
|
|
| 1,043 |
|
|
| 864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unfunded commitments |
| $ | 28,320 |
|
| $ | 31,240 |
|
| $ | 15,071 |
|
| $ | 26,061 |
|
(1) |
|
(2) |
|
The changes in fair value of the Company’s unfunded commitments are considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding.
The Company has elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain its status as a RIC, the Company is required to distribute annually to its stockholders at least 90% of its investment company taxable income. To avoid a 4% excise tax on undistributed earnings, the Company is required to distribute each calendar year the sum of (i) 98% of its ordinary income for such calendar year, (ii) 98.2% of its capital gain net income for the one-year period ending October 31 of that calendar year and (iii) any income recognized, but not distributed, in preceding years and on which the Company paid no federal income tax.
The Company’s quarterly distributions, if any, will be determined by its board of directors. The Company intends to make distributions to stockholders on a quarterly basis of substantially all of its net investment income. Although the Company intends to make distributions of net realized capital gains, if any, at least annually, out of assets legally available for such distributions, the Company may in the future decide to retain such capital gains for investment. In addition, the extent and timing of special dividends, if any, will be determined by its board of directors and will largely be driven by portfolio specific events and tax considerations at the time.
In addition, the Company may be limited in its ability to make distributions due to the BDC asset coverage test for borrowings applicable to the Company as a BDC under the 1940 Act.
The following table summarizes the Company’s recent distributions declared and paid or to be paid on all shares, including distributions reinvested, if any:
Date Declared |
| Record Date |
| Payment Date |
| Amount Per Share |
|
| Record Date |
| Payment Date |
| Amount Per Share |
| ||
March 8, 2016 |
| March 21, 2016 |
| March 31, 2016 |
| $ | 0.34 |
| ||||||||
May 3, 2016 |
| June 15, 2016 |
| June 30, 2016 |
| $ | 0.34 |
| ||||||||
August 2, 2016 |
| September 15, 2016 |
| September 30, 2016 |
| $ | 0.34 |
| ||||||||
November 8, 2016 |
| December 15, 2016 |
| December 30, 2016 |
| $ | 0.27 |
| ||||||||
March 7, 2017 |
| March 20, 2017 |
| March 31, 2017 |
| $ | 0.27 |
| ||||||||
May 5, 2017 |
| June 15, 2017 |
| June 30, 2017 |
| $ | 0.27 |
|
| June 15, 2017 |
| June 30, 2017 |
| $ | 0.27 |
|
August 1, 2017 |
| September 15, 2017 |
| September 29, 2017 |
| $ | 0.27 |
|
| September 15, 2017 |
| September 29, 2017 |
| $ | 0.27 |
|
November 7, 2017 |
| December 15, 2017 |
| December 29, 2017 |
| $ | 0.27 |
|
| December 15, 2017 |
| December 29, 2017 |
| $ | 0.27 |
|
March 2, 2018 |
| March 20, 2018 |
| March 30, 2018 |
| $ | 0.27 |
|
| March 20, 2018 |
| March 30, 2018 |
| $ | 0.27 |
|
May 1, 2018 |
| June 15, 2018 |
| June 29, 2018 |
| $ | 0.27 |
|
| June 15, 2018 |
| June 29, 2018 |
| $ | 0.27 |
|
August 7, 2018 |
| September 14, 2018 |
| September 28, 2018 |
| $ | 0.27 |
|
| September 14, 2018 |
| September 28, 2018 |
| $ | 0.27 |
|
November 6, 2018 |
| December 14, 2018 |
| December 31, 2018 |
| $ | 0.27 |
|
| December 14, 2018 |
| December 31, 2018 |
| $ | 0.27 |
|
March 5, 2019 |
| March 20, 2019 |
| March 29, 2019 |
| $ | 0.21 |
|
| March 20, 2019 |
| March 29, 2019 |
| $ | 0.21 |
|
May 7, 2019 |
| June 14, 2019 |
| June 28, 2019 |
| $ | 0.21 |
|
| June 14, 2019 |
| June 28, 2019 |
| $ | 0.21 |
|
August 6, 2019 |
| September 16, 2019 |
| September 30, 2019 |
| $ | 0.21 |
|
| September 16, 2019 |
| September 30, 2019 |
| $ | 0.21 |
|
October 31, 2019 |
| December 16, 2019 |
| December 31, 2019 |
| $ | 0.21 |
|
| December 16, 2019 |
| December 31, 2019 |
| $ | 0.21 |
|
March 3, 2020 |
| March 20, 2020 |
| March 31, 2020 |
| $ | 0.21 |
| ||||||||
May 5, 2020 |
| June 15, 2020 |
| June 30, 2020 |
| $ | 0.10 |
|
The Company may not be able to achieve operating results that will allow it to make distributions at a specific level or to increase the amount of these distributions from time to time. If the Company does not distribute a certain percentage of its income annually, it will suffer adverse tax consequences, including possible loss of its status as a regulated investment company. The Company cannot assure stockholders that they will receive any distributions at a particular level.
The Company maintains an “opt in” dividend reinvestment plan for our common stockholders. As a result, unless stockholders specifically elect to have their dividends automatically reinvested in additional shares of common stock, stockholders will receive all such dividends in cash. There were no dividends reinvested for the three and nine months ended September 30, 2019March 31, 2020 and 2018.2019.
Under the terms of the dividend reinvestment plan, dividends will primarily be paid in newly issued shares of common stock. However, the Company reserves the right to purchase shares in the open market in connection with the implementation of the plan. This feature of the plan means that, under certain circumstances, the Company may issue shares of our common stock at a price below net asset value per share, which could cause the Company’s stockholders to experience dilution.
Distributions in excess of the Company’s current and accumulated earnings and profits would generally be treated as a return of capital to the extent of a stockholder’s adjusted tax basis in its shares. If a stockholder’s tax basis is reduced to zero, the stockholder would generally treat any remaining distributions in excess of the Company’s current and accumulated earnings and profits as a capital gain. The determination of the tax attributes of our distributions will be made annually as of the end of the fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year. If the Company had determined the tax attributes of its 20192020 distributions as of September 30, 2019,March 31, 2020, 100% would be from ordinary income, 0% would be from capital gains and 0% would be a return of capital. Each year, a statement on Form 1099-DIV identifying the source of the distribution will be mailed to the Company’s stockholders of record.
The Company may generate qualified interest income and short-term capital gains that may be exempt from United States withholding tax onwhen distributed to foreign accounts. A regulated investment company, or RIC is permitted to designate distributions in the form of dividends that represent interest income from U.S. sources (commonly referred to as qualified interest income) and short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. stockholders with proper documentation.
| For the nine months ended September 30, |
| For the three months ended March 31, |
| ||||||||||
| 2019 |
|
| 2018 |
| 2020 |
|
| 2019 |
| ||||
Per Share Data(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value attributable to THL Credit, Inc., beginning of period | $ | 9.15 |
|
| $ | 10.51 |
| $ | 7.64 |
|
| $ | 9.15 |
|
Net investment income, after taxes(2) |
| 0.71 |
|
|
| 0.84 |
|
| 0.09 |
|
|
| 0.21 |
|
Net realized loss on investments(2) |
| (1.07 | ) |
|
| (1.19 | ) |
| (0.05 | ) |
|
| (0.06 | ) |
Net change in unrealized appreciation (depreciation) on investments(2) |
| 0.06 |
|
|
| 0.75 |
|
| (2.27 | ) |
|
| (0.14 | ) |
Benefit (provision) for taxes on unrealized gain on investments(2) |
| 0.01 |
|
|
| — |
|
| 0.01 |
|
|
| — |
|
Net (decrease) increase in net assets resulting from operations |
| (0.29 | ) |
|
| 0.40 |
|
| (2.22 | ) |
|
| 0.01 |
|
Accretive effect of repurchase of common stock |
| 0.10 |
|
|
| — |
|
| 0.01 |
|
|
| 0.01 |
|
Distributions to stockholders from net investment income |
| (0.62 | ) |
|
| (0.81 | ) |
| (0.21 | ) |
|
| (0.21 | ) |
Net asset value attributable to THL Credit, Inc., end of period | $ | 8.34 |
|
| $ | 10.10 |
| $ | 5.22 |
|
| $ | 8.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share market value at end of period | $ | 6.80 |
|
| $ | 8.07 |
| $ | 2.65 |
|
| $ | 6.56 |
|
Total return(3)(5) |
| 22.75 | % |
|
| (1.35 | %) |
| -54.68 | % |
|
| 11.35 | % |
Shares outstanding at end of period |
| 30,587 |
|
|
| 32,674 |
|
| 29,680 |
|
|
| 32,119 |
|
Ratio/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of period, attributable to THL Credit Inc. | $ | 255,072 |
|
| $ | 330,093 |
| $ | 154,905 |
|
| $ | 287,784 |
|
Ratio of total expenses to average net assets, attributable to THL Credit, Inc. |
| 9.22 | % |
|
| 9.38 | % |
| 12.02 | % |
|
| 10.31 | % |
Ratio of net investment income to average net assets, attributable to THL Credit, Inc. |
| 10.70 | % |
|
| 10.85 | % |
| 4.69 | % |
|
| 9.38 | % |
Portfolio turnover, attributable to THL Credit, Inc. |
| 21.38 | % |
|
| 9.87 | % |
| 9.47 | % |
|
| 5.15 | % |
(1) | Includes the cumulative effect of rounding. |
(2) | Calculated based on weighted average common shares outstanding. |
(3) | Total return is based on the change in market price per share during the period. Total return takes into account dividends and distributions, if any, reinvested in accordance with the Company's dividend reinvestment plan. |
(4) | For the |
(5) | Not annualized. |
(6) | Annualized, except for taxes and the related impact of incentive fees. |
| |
|
|
11. Stock Repurchase Program
On March 2, 2018 the Company’s board of directors authorized a $17,500$20,000 stock repurchase program, which was amendedextended and extendedmodified on March 5, 2019 to authorize the repurchase of outstanding shares in an aggregate amount of up to $15,000. Unless extended by itsEffective March 14, 2019, the Company adopted a stock trading plan in accordance with Rule 10b5-1 of the Exchange Act. This plan was completed in November of 2019. On December 16, 2019, the Company’s board of directors theauthorized a new $10,000 stock repurchase program, which, unless extended by the Company’s board of directors, will expire on March 5,December 16, 2020 and may be modified or terminated at any time for any reason without prior notice. Effective December 17, 2019, the Company adopted a stock trading plan in accordance with Rule 10b5-1 of the Exchange Act, which was terminated on March 10, 2020. The Company has provided its stockholders with notice of its ability to repurchase shares of its common stock in accordance with 1940 Act requirements. The Company willretired all shares of common stock purchased in connection with the stock repurchase program prior to termination and plans to retire immediately all such shares of common stock that it purchases in the future in connection with the stock repurchase program.
The following table summarizes our share repurchases under the Company’s stock repurchase program for the three and nine months ended September 30, 2019March 31, 2020 and 2018:2019.
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
| For the three months ended March 31, |
| |||||||||||||||
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
| 2020 |
|
| 2019 |
| ||||||
Dollar amount repurchased (1) | $ | 5,571 |
|
| $ | — |
|
| $ | 11,590 |
|
| $ | — |
| $ | 2,161 |
|
| $ | 1,323 |
|
Shares repurchased |
| 831 |
|
|
| — |
|
|
| 1,730 |
|
|
| — |
|
| 341 |
|
|
| 198 |
|
Average price per share (including commission) | $ | 6.70 |
|
| $ | — |
|
| $ | 6.70 |
|
| $ | — |
| $ | 6.33 |
|
| $ | 6.67 |
|
Weighted average discount to net asset value |
| 25.23 | % |
|
| — |
|
|
| 23.63 | % |
|
| — |
|
| 16.99 | % |
|
| 27.36 | % |
(1) | Effective March 14, 2019, the Company adopted a stock trading plan in accordance with Rule 10b5-1 of the Exchange Act. Under this plan (“10b5-1 Plan”), during the quarter ended March 31, 2019, the Company purchased 143 shares at an average cost of $6.63, inclusive of commissions. All shares repurchased during the three months ended March 31, 2020 were under the 10b5-1 Plan adopted on December 17, 2019. |
12. Subsequent Events
From OctoberApril 1, 20192020 through November 1, 2019,May 7, 2020, the Company repurchased 301,825 sharesmade revolver and delayed draw fundings totaling $3,145 with a combined weighted average yield of stock for a total cost of $2,066 as part of a 10b5-1 Stock Repurchase Plan, which is6.7%.
On April 14, 2020, the most recent information availableCompany entered into Amendment No. 5 to the Company asRevolving Facility which, among other things, (i) permanently reduced the asset coverage test from a minimum of 200% to a minimum of 165%; (ii) permanently reduced the shareholder's equity and obligor's net worth test from a minimum of $175,000 each to a minimum of $140,000 each; (iii) permanently reduced the size of the time at whichlender's commitments under the financial statements are issued. This brings up total shares repurchased sinceRevolving Facility from $150,000 to $120,000; and (iv) permanently increased the interest rate by 25 basis points with a mechanism for an additional 25 basis points increase dependent on certain testing levels.
On March 3, 2020, the Company beganentered into a commitment letter (the "Commitment Letter") with First Eagle and the 2019prior owners of the Advisor, including certain members of management of the Advisor (collectively, the "Investors"). Pursuant to the Commitment Letter, First Eagle and the Investors agreed to purchase from the Company, in aggregate, approximately $30,000 of the Company's common stock repurchase programin a publicly registered issuance on March 11, 2019 to 2,031,921or before April 21, 2020 at the Company's net asset value ("NAV") per share, as approved in accordance with the Investment Company Act of 1940, as amended. On April 16, 2020, the Company's board of directors approved a NAV per share for April 15, 2020 of $5.34. On April 17, 2020, the Company sold 5,617,978 shares at an aggregate cost$5.34 per share. After offering expenses, the Company received net proceeds of $13,656.$30,000 from the share issuance on April 21, 2020.
On October 31, 2019,May 4, 2020, the Company received proceeds of $2,108 from the partial repayment of its first lien senior secured term loan in Holland Intermediate Acquisition Corp.
On May 5, 2020, the Company’s board of directors declared a dividend of $0.21$0.10 per share payable on December 31, 2019June 30, 2020 to stockholders of record at the close of business on December 16, 2019.June 15, 2020.
THL Credit, Inc. and Subsidiaries
Schedule of Investments in and Advances to Affiliates
(dollar amounts in thousands)
(unaudited)
Type of Investment/Portfolio company (1)(2)(9) |
| Principal/No.of Shares /No.of Units |
|
| Purchases |
|
| Sales |
|
| Net Realized Gain (Loss) |
|
| Net Unrealized Appreciation (Depreciation) |
|
| Dividends/ Interest Income/ Other Income |
|
| Fair Value at September 30, 2019 |
| Type of Investment/Portfolio company (1)(2)(9) |
| Principal/No.of Shares /No.of Units |
|
| Purchases |
|
| Sales |
|
| Net Realized Gain (Loss) |
|
| Net Change in Unrealized Appreciation (Depreciation) |
|
| Dividends/ Interest Income/ Other Income |
|
| Fair Value at March 31, 2020 |
| ||||||||||||||||||||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—56.16% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
—63.64% of net asset value | —63.64% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Control Investments - Majority Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Control Investments - Majority Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—50.23% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
—54.15% of net asset value | —54.15% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—18.58% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
—24.30% of net asset value | —24.30% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—3.10% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. - Senior secured revolving term loan (3) 12.4% (LIBOR+ 10.3% PIK) due 12/31/2020 |
| $ | 6,801 |
|
| $ | 1,150 |
|
| $ | — |
|
| $ | — |
|
| $ | 1,050 |
|
| $ | — |
|
| $ | 7,200 |
| |||||||||||||||||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. - Senior secured term loan 12.6% (LIBOR + 10.3% PIK) (3) due 12/31/2020 |
|
| 9,406 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (935 | ) |
|
| — |
|
|
| 728 |
| |||||||||||||||||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. - Senior secured term loan 14.3% (LIBOR + 12% PIK) (3) due 12/31/2020 |
|
| 2,169 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |||||||||||||||||||||||||||||||||||
—5.18% of net asset value | —5.18% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. - Senior secured revolving term loan (3) 2.4% (LIBOR+ 10.3% PIK) due 12/31/2020 | Loadmaster Derrick & Equipment, Inc. - Senior secured revolving term loan (3) 2.4% (LIBOR+ 10.3% PIK) due 12/31/2020 |
| $ | 8,645 |
|
| $ | 712 |
|
| $ | — |
|
| $ | (6 | ) |
| $ | (226 | ) |
| $ | — |
|
| $ | 8,040 |
| ||||||||||||||||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. - Senior secured term loan 12.1% (LIBOR + 10.3% PIK) (3) due 12/31/2020 | Loadmaster Derrick & Equipment, Inc. - Senior secured term loan 12.1% (LIBOR + 10.3% PIK) (3) due 12/31/2020 |
|
| 10,327 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (728 | ) |
|
| — |
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. - Senior secured term loan 13.9% (LIBOR + 12% PIK) (3) due 12/31/2020 | Loadmaster Derrick & Equipment, Inc. - Senior secured term loan 13.9% (LIBOR + 12% PIK) (3) due 12/31/2020 |
|
| 2,412 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||||||||||||||||||||
Subtotal Southeast |
| $ | 18,376 |
|
| $ | 1,150 |
|
| $ | — |
|
| $ | — |
|
| $ | 115 |
|
| $ | — |
|
| $ | 7,928 |
| Subtotal Southeast |
| $ | 21,384 |
|
| $ | 712 |
|
| $ | — |
|
| $ | (6 | ) |
| $ | (954 | ) |
| $ | — |
|
| $ | 8,040 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—15.48% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
OEM Group, LLC - Senior secured term loan 11.5% (LIBOR+9.5%)(7.5% Cash and 4.0% PIK) due 6/30/2022 |
| $ | 19,473 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 1,735 |
|
| $ | 19,678 |
| |||||||||||||||||||||||||||||||||||
OEM Group, LLC - Senior secured revolving term loan 11.5% (LIBOR+9.5%)(7.5% Cash and 4.0% PIK) due 6/30/2022 |
|
| 9,781 |
|
|
| 4,700 |
|
|
| — |
|
|
| — |
|
|
| (32 | ) |
|
| 810 |
|
|
| 10,388 |
| |||||||||||||||||||||||||||||||||||
OEM Group, LLC - Senior secured revolving term loan 11.5% (LIBOR+9.5%)(7.5% Cash and 4.0% PIK) due 6/30/2022 |
|
| 9,298 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (2 | ) |
|
| 831 |
|
|
| 9,395 |
| |||||||||||||||||||||||||||||||||||
—19.12% of net asset value | —19.12% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
OEM Group, LLC - Senior secured term loan 10.5% (LIBOR+9.5%)(6.5% Cash and 4.0% PIK) due 6/30/2022 | OEM Group, LLC - Senior secured term loan 10.5% (LIBOR+9.5%)(6.5% Cash and 4.0% PIK) due 6/30/2022 |
| $ | 20,081 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (12,139 | ) |
| $ | (129 | ) |
| $ | 1,776 |
| ||||||||||||||||||||||||||||||||||
OEM Group, LLC - Senior secured revolving term loan 10.5% (LIBOR+9.5%)(6.5% Cash and 4.0% PIK) (3) due 6/30/2022 | OEM Group, LLC - Senior secured revolving term loan 10.5% (LIBOR+9.5%)(6.5% Cash and 4.0% PIK) (3) due 6/30/2022 |
|
| 18,236 |
|
|
| 3,430 |
|
|
| — |
|
|
| — |
|
|
| 236 |
|
|
| (85 | ) |
|
| 18,236 |
| ||||||||||||||||||||||||||||||||||
OEM Group, LLC - Senior secured revolving term loan 10.5% (LIBOR+9.5%)(6.5% Cash and 4.0% PIK) (3) due 6/30/2022 | OEM Group, LLC - Senior secured revolving term loan 10.5% (LIBOR+9.5%)(6.5% Cash and 4.0% PIK) (3) due 6/30/2022 |
|
| 9,588 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,944 |
|
|
| (62 | ) |
|
| 9,588 |
| ||||||||||||||||||||||||||||||||||
Subtotal Southwest |
| $ | 38,552 |
|
| $ | 4,700 |
|
| $ | — |
|
| $ | — |
|
| $ | (34 | ) |
| $ | 3,376 |
|
| $ | 39,461 |
| Subtotal Southwest |
| $ | 47,905 |
|
| $ | 3,430 |
|
| $ | — |
|
| $ | — |
|
| $ | (8,959 | ) |
| $ | (276 | ) |
| $ | 29,600 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Subtotal first lien senior secured debt |
| $ | 56,928 |
|
| $ | 5,850 |
|
| $ | — |
|
| $ | — |
|
| $ | 81 |
|
| $ | 3,376 |
|
| $ | 47,389 |
| Subtotal first lien senior secured debt |
| $ | 69,289 |
|
| $ | 4,142 |
|
| $ | — |
|
| $ | (6 | ) |
| $ | (9,913 | ) |
| $ | (276 | ) |
| $ | 37,640 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
Second lien debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
Copperweld Bimetallics, LLC - 12% cash due 10/5/2021 |
| $ | 5,415 |
|
| $ | — |
|
| $ | (5,415 | ) |
| $ | — |
|
| $ | — |
|
| $ | 540 |
|
| $ | - |
| |||||||||||||||||||||||||||||||||||
Subtotal Southeast |
| $ | 5,415 |
|
| $ | — |
|
| $ | (5,415 | ) |
| $ | — |
|
| $ | — |
|
| $ | 540 |
|
| $ | - |
| |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||
Subtotal second lien debt |
| $ | 5,415 |
|
| $ | — |
|
| $ | (5,415 | ) |
| $ | — |
|
| $ | — |
|
| $ | 540 |
|
| $ | - |
| |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| —0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| —0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Copperweld Bimetallics, LLC (5) |
|
| 677 |
|
| $ | — |
|
| $ | (4,036 | ) |
| $ | 535 |
|
| $ | (538 | ) |
| $ | 365 |
|
| $ | — |
| |||||||||||||||||||||||||||||||||||
Copperweld Bimetallics, LLC (6) |
|
| 609,230 |
|
|
| — |
|
|
| (23,014 | ) |
|
| 16,166 |
|
|
| (6,295 | ) |
|
| 1,829 |
|
|
| — |
| |||||||||||||||||||||||||||||||||||
Loadmaster Derrick & Equipment, Inc. (3)(5) |
|
| 12,131 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| Loadmaster Derrick & Equipment, Inc. (3)(5) |
|
| 2,956 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||
Loadmaster Derrick & Equipment, Inc. (3)(6) |
|
| 2,956 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| Loadmaster Derrick & Equipment, Inc. (3)(6) |
|
| 12,131 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||
Subtotal Southeast |
|
|
|
|
| $ | — |
|
| $ | (27,050 | ) |
| $ | 16,701 |
|
| $ | (6,833 | ) |
| $ | 2,194 |
|
| $ | — |
| Subtotal Southeast |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—0.00% of net asset value | —0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
OEM Group, LLC (3)(6) | OEM Group, LLC (3)(6) |
|
| 10,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
| ||||||||||||||||||||||||||||||||||
Subtotal Southwest | Subtotal Southwest |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Subtotal equity investments | Subtotal equity investments |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Investments in funds | Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
—29.85% of net asset value | —29.85% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Northeast | Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
—29.85% of net asset value | —29.85% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
THL Credit Logan JV LLC (4) (7) | THL Credit Logan JV LLC (4) (7) |
|
|
|
|
| $ | — |
|
| $ | (4,800 | ) |
| $ | — |
|
| $ | (32,356 | ) |
| $ | 2,320 |
|
| $ | 46,236 |
| ||||||||||||||||||||||||||||||||||
Subtotal investments in funds | Subtotal investments in funds |
|
|
|
|
| $ | — |
|
| $ | (4,800 | ) |
| $ | — |
|
| $ | (32,356 | ) |
| $ | 2,320 |
|
| $ | 46,236 |
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65
THL Credit, Inc. and Subsidiaries
Schedule of Investments in and Advances to Affiliates
(dollar amounts in thousands)
(unaudited)
Type of Investment/Portfolio company (1)(2)(9) |
| Principal/No.of Shares /No.of Units |
|
| Purchases |
|
| Sales |
|
| Net Realized Gain (Loss) |
|
| Net Unrealized Appreciation (Depreciation) |
|
| Dividends/ Interest Income/ Other Income |
|
| Fair Value at September 30, 2019 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
OEM Group, LLC (6) |
|
| 10,000 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (1,674 | ) |
| $ | — |
|
| $ | — |
|
Subtotal Southwest |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (1,674 | ) |
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal equity investments |
|
|
|
|
| $ | — |
|
| $ | (27,050 | ) |
| $ | 16,701 |
|
| $ | (8,507 | ) |
| $ | 2,194 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—31.65% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—31.65% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THL Credit Logan JV LLC (4) (7) |
|
|
|
|
| $ | 4,000 |
|
| $ | (3,304 | ) |
| $ | — |
|
| $ | (4,790 | ) |
| $ | 7,457 |
|
| $ | 80,731 |
|
Subtotal investments in funds |
|
|
|
|
| $ | 4,000 |
|
| $ | (3,304 | ) |
| $ | — |
|
| $ | (4,790 | ) |
| $ | 7,457 |
|
| $ | 80,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Control Investments - Majority Owned |
|
|
|
|
| $ | 9,850 |
|
| $ | (35,769 | ) |
| $ | 16,701 |
|
| $ | (13,216 | ) |
| $ | 13,567 |
|
| $ | 128,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Investments - Less Than Majority Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—5.93% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—5.93% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C&K Market, Inc. (6) |
|
| 1,992,365 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (107 | ) |
| $ | 1,916 |
|
| $ | 5,174 |
|
C&K Market, Inc. due 7/1/2024 (5) |
|
| 1,992,365 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 9,962 |
|
Subtotal West |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (107 | ) |
| $ | 1,916 |
|
| $ | 15,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal equity investments |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (107 | ) |
| $ | 1,916 |
|
| $ | 15,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Control Investments - Less Than Majority Owned |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (107 | ) |
| $ | 1,916 |
|
| $ | 15,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Control Investments |
|
|
|
|
| $ | 9,850 |
|
| $ | (35,769 | ) |
| $ | 16,701 |
|
| $ | (13,323 | ) |
| $ | 15,483 |
|
| $ | 143,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlled, affiliated Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First lien senior secured debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charming Charlie LLC Senior Secured Term Loan (10) 12.6% (LIBOR+10%)(7.5% Cash and 5.0% PIK) due 4/23/2023 |
| $ | 12,209 |
|
| $ | — |
|
| $ | — |
|
| $ | (11,064 | ) |
|
| 5,215 |
|
| $ | — |
|
| $ | — |
|
Charming Charlie LLC Senior Secured Term Loan (10) 12.6% (LIBOR+10%)(3.5% Cash and 9.0% PIK) due 4/23/2023 |
|
| 14,949 |
|
|
| — |
|
|
| — |
|
|
| (13,554 | ) |
|
| 8,001 |
|
|
| — |
|
|
| — |
|
Charming Charlie LLC Senior Secured Term Loan (10) 20% Cash Due 5/15/19 |
|
| 671 |
|
|
| — |
|
|
| — |
|
|
| (34 | ) |
|
| — |
|
|
| 154 |
|
|
| — |
|
Charming Charlie LLC Senior Secured Delayed Draw Term Loan (10) due 5/15/2019 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Charming Charlie LLC Senior Secured Delayed Draw Term Loan (10) due 5/15/2019 |
|
| — |
|
|
| 3,802 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Subtotal Southwest |
| $ | 27,829 |
|
| $ | 3,802 |
|
| $ | — |
|
| $ | (24,652 | ) |
| $ | 13,216 |
|
| $ | 154 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal first lien senior secured debt |
| $ | 27,829 |
|
| $ | 3,802 |
|
| $ | — |
|
| $ | (24,652 | ) |
| $ | 13,216 |
|
| $ | 154 |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66
THL Credit, Inc. and Subsidiaries
Schedule of Investments in and Advances to Affiliates
(dollar amounts in thousands)
(unaudited)
Type of Investment/Portfolio company (1)(2)(9) |
| Principal/No.of Shares /No.of Units |
|
| Purchases |
|
| Sales |
|
| Net Realized Gain (Loss) |
|
| Net Unrealized Appreciation (Depreciation) |
|
| Dividends/ Interest Income/ Other Income |
|
| Fair Value at September 30, 2019 |
| Type of Investment/Portfolio company (1)(2)(9) |
| Principal/No.of Shares /No.of Units |
|
| Purchases |
|
| Sales |
|
| Net Realized Gain (Loss) |
|
| Net Change in Unrealized Appreciation (Depreciation) |
|
| Dividends/ Interest Income/ Other Income |
|
| Fair Value at March 31, 2020 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||
Charming Charlie LLC (6) |
|
| 128,307,716 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
|
| (464 | ) |
| $ | — |
|
| $ | — |
| |||||||||||||||||||||||||||||||||||
Subtotal Southwest |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (464 | ) |
| $ | — |
|
| $ | — |
| |||||||||||||||||||||||||||||||||||
|
|
|
|
| $ | 4,142 |
|
| $ | (4,800 | ) |
| $ | (6 | ) |
| $ | (42,269 | ) |
| $ | 2,044 |
|
| $ | 83,876 |
| ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Control Investments - Less Than Majority Owned | Control Investments - Less Than Majority Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
—9.49% of net asset value | —9.49% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Equity Investments | Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
West | West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
—9.49% of net asset value | —9.49% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
C&K Market, Inc. (6) | C&K Market, Inc. (6) |
|
| 1,992,365 |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (431 | ) |
| $ | 725 |
|
| $ | 4,744 |
| ||||||||||||||||||||||||||||||||||
C&K Market, Inc. due 7/1/2024 (5) | C&K Market, Inc. due 7/1/2024 (5) |
|
| 1,992,365 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 9,962 |
| ||||||||||||||||||||||||||||||||||
Subtotal West | Subtotal West |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (431 | ) |
| $ | 725 |
|
| $ | 14,706 |
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Subtotal equity investments |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (464 | ) |
| $ | — |
|
| $ | — |
| Subtotal equity investments |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (431 | ) |
| $ | 725 |
|
| $ | 14,706 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Total Control Investments - Less Than Majority Owned | Total Control Investments - Less Than Majority Owned |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | (431 | ) |
| $ | 725 |
|
| $ | 14,706 |
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Total Control Investments | Total Control Investments |
|
|
|
|
| $ | 4,142 |
|
| $ | (4,800 | ) |
| $ | (6 | ) |
| $ | (42,700 | ) |
| $ | 2,769 |
|
| $ | 98,582 |
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| —0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
—0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| —0.00% of net asset value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
THL Credit Greenway Fund LLC (4) (8) |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 35 |
|
| $ | 1 |
| THL Credit Greenway Fund LLC (4) (8) |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 8 |
|
| $ | 1 |
| ||||||
THL Credit Greenway Fund II LLC (4) (8) |
|
|
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| - |
|
|
| 361 |
|
|
| 3 |
| THL Credit Greenway Fund II LLC (4) (8) |
|
|
|
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 74 |
|
|
| 3 |
| ||||||
Subtotal Northeast |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | - |
|
| $ | 396 |
|
| $ | 4 |
| Subtotal Northeast |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 82 |
|
| $ | 4 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| �� |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Subtotal investments in funds |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | - |
|
| $ | 396 |
|
| $ | 4 |
| Subtotal investments in funds |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 82 |
|
| $ | 4 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total Affiliate Investments |
|
|
|
|
| $ | 3,802 |
|
| $ | — |
|
| $ | (24,652 | ) |
| $ | 12,752 |
|
| $ | 550 |
|
| $ | 4 |
| Total Affiliate Investments |
|
|
|
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | 82 |
|
| $ | 4 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total Control and Affiliate Investments—— 56.16% of net asset value |
|
|
|
|
| $ | 13,652 |
|
| $ | (35,769 | ) |
| $ | (7,951 | ) |
| $ | (571 | ) |
| $ | 16,033 |
|
| $ | 143,260 |
| |||||||||||||||||||||||||||||||||||
Total Control and Affiliate Investments—— 63.64% of net asset value | Total Control and Affiliate Investments—— 63.64% of net asset value |
|
|
|
|
| $ | 4,142 |
|
| $ | (4,800 | ) |
| $ | (6 | ) |
| $ | (42,700 | ) |
| $ | 2,851 |
|
| $ | 98,586 |
| ||||||||||||||||||||||||||||||||||
(1) | The principal amount and ownership detail as shown in the Consolidated Schedule of Investments as of March 31, 2020. Unless otherwise noted, all investments are valued using significant unobservable inputs. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | Variable interest rate investments bear interest in reference to London Interbank offer rate, or LIBOR, Canadian Dollar offer rate, or CDOR, or Alternate Base Rate, or ABR, which are effective as of March 31, 2020. LIBOR loans are typically indexed to 30-day, 90-day or 180-day LIBOR, at the borrower’s option, and ABR rates are typically indexed to the current prime rate or federal funds rate. Each of LIBOR and ABR rates may be subject to interest floors. As of March 31, 2020, the 30-day, 90-day and 180-day LIBOR rates were 0.99%, 1.45%, and 1.18%, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) | Loan was on non-accrual as of March 31, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(4) | Investment is measured at fair value using net asset value. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(5) | Preferred Stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(6) | Common stock and member interest. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(7) | Together with Perspecta Trident LLC, or Perspecta, an affiliate of Perspecta Trust LLC, the Company invests in THL Credit Logan JV LLC, of Logan JV. Logan JV is capitalized through equity contributions from its members and investment decisions must be unanimously approved by the Logan JV investment committee consisting of one representative from each of the Company and Perspecta. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(8) | Income includes certain fees relating to investment management services provided by the Company, including a base management fee, a performance fee and a portion of the closing fees on each investment transaction. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(9) | All debt investments are income-producing, unless otherwise noted. Equity and member interests are non-income-producing unless otherwise noted. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended, or the Securities Act. Its investments are therefore generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report and the Annual Report on Form 10-K for the year ended December 31, 2018.report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those contained in or implied by the forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” following the Table of Contents for further information regarding forward-looking statements. Certain amounts and percentages in this discussion and analysis have been rounded for convenience of presentation. Unless otherwise noted, the figures in the following discussions are unaudited.
Overview
THL Credit, Inc., or we, us, our or the Company, was organized as a Delaware corporation on May 26, 2009 and initially funded on July 23, 2009. We commenced principal operations on April 21, 2010. On January 31, 2020, First Eagle Alternative Credit, LLC, formerly known as THL Credit Advisors LLC, the investment advisor (the “Advisor”) to THL Credit, and First Eagle Investment Management, LLC (“First Eagle”) completed its acquisition of the Advisor (the “Transaction”) and, in conjunction with the completion of the Transaction, the Advisor’s name was changed to First Eagle Alternative Credit, LLC. Our investment activities are managed by First Eagle Alternative Credit, LLC “FEAC” and supervised by our board of directors, a majority of whom are independent of FEAC and its affiliates. Our investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated investments in debt and equity securities of middle market companies.
As of September 30, 2019,March 31, 2020, we, together with our credit-focused affiliates, collectively had $16.8$22.5 billion of assets under management. This amount included our assets, assets of the managed funds and a separate account managed by us, and assets of the collateralized loan obligations (CLOs), separate accounts and various fund formats, including any uncalled commitments of private funds, as managed by the investment professionals of the Advisor or its consolidated subsidiary.
We are a direct lender to middle market companies and invest primarily in directly originated first lien senior secured loans, including unitranche investments. In certain instances, we also make second lien, subordinated, or mezzanine, debt investments, which may include an associated equity component such as warrants, preferred stock or other similar securities and direct equity investments. Our first lien senior secured loans may be structured as traditional first lien senior secured loans or as unitranche loans. Unitranche structures combine characteristics of traditional first lien senior secured as well as second lien and subordinated loans and our unitranche loans will expose us to the risks associated with second lien and subordinated loans to the extent we invest in the “last-out” tranche or subordinated tranche (or piece) of the unitranche loan. We may also provide advisory services to managed funds.
We are an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 Act, as amended, or the 1940 Act. As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash, cash equivalents, U.S. Government securities and high-quality debt investments that mature in one year or less.
As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 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.” Under the relevant U.S. Securities and Exchange Commission, or SEC, rules the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million, in each case organized in the United States.
We are also registered as an investment adviser under the Investment Advisers Act of 1940, as amended.
Since April 2010, after we completed our initial public offering and commenced principal operations, through September 30, 2019,March 31, 2020, we have been responsible for making, on behalf of ourselves, our managed funds and separately managed account, over $2.2$2.3 billion in aggregate commitments into 117131 separate portfolio companies through a combination of both initial and follow-on investments. Since April 2010 through September 30, 2019,March 31, 2020, we, along with our managed funds and separately managed account, have received $1.6$1.8 billion of gross proceeds from the realization of investments. WeThe Company alone havehas received $1.4$1.5 billion of gross proceeds from the realization of ourits investments during this same time period. As of September 30, 2019,March 31, 2020, our managed funds, THL Credit Greenway, LLC, or Greenway, and THL Credit Greenway II, LLC, or Greenway II, and its separately managed account, collectively Greenway II, have received $189.5$190.8 million, or 126.3%127.2% of committed capital, and $178.2$206.7 million, or 95.3%110.5% of the committed capital, respectively.
We have elected to be treated for tax purposes as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. To qualify as a RIC, we must, among other things, meet certain source of income and asset diversification requirements. As a RIC, we generally will not have to pay corporate-level income taxes on any income we distribute to our stockholders.
During the first quarter of 2020, there was a global outbreak of COVID-19, which has spread to over 100 countries, including the United States, and has spread to every state in the United States. The World Health Organization has designated COVID-19 as a pandemic, and numerous countries, including the United States, have declared national emergencies with respect to COVID-19. The global impact of the outbreak has been rapidly evolving, and as cases of COVID-19 have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading, and limiting operation of non-essential businesses. Such actions are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.
We have enhanced our portfolio monitoring practices to include a potential threat assessment of the impact of COVID-19 on our portfolio companies, and we are maintaining frequent contact with our borrowers, sponsors and co-lenders. We have continued to fund our existing debt commitments. We expect the impacts of COVID-19 are likely to continue to some extent as the outbreak persists, and potentially even longer. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and the performance of our portfolio companies. The full extent of the impact and effects of COVID-19 will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, and uncertainty with respect to the duration of a global economic slowdown. Depending on the duration and extent of the disruptions to the operations of our portfolio companies, we expect that some of our portfolio companies may curtail business operations, reduce employee workforces or defer capital expenditures if subjected to prolonged financial distress, which could impair their business on a permanent basis. These impairments could possibly lead to defaults on their financial obligations to us and other capital providers. These developments may result in further losses and/or restructurings that may lead to decreased investment income.
Our net asset value as of March 31, 2020 was significantly reduced compared to our net asset value as of December 31, 2019, primarily as a result of the impact of COVID-19. The decrease in net asset value as of March 31, 2020 primarily resulted from an increase in the aggregate unrealized depreciation of our investment portfolio resulting from decreases in the fair value of some of our portfolio company investments primarily due to the immediate adverse economic effects of COVID-19 and associated uncertainties of its long-term impact, as well as the re-pricing of credit risk and increased volatility in the broadly syndicated credit market.
The financial results for the three months ended March 31, 2020 do not reflect the full anticipated impact of COVID-19 on our operations as many of the preventative measures utilized in the U.S., including quarantines and travel restrictions, were generally instituted in the second half of March 2020.
We will continue to monitor the rapidly evolving situation in relation to COVID-19, and the resulting impacts on our portfolio companies’ operations. Given the dynamic nature, coupled with the significant uncertainties of the situation, we cannot reasonably estimate the impact of COVID-19 on our financial condition, results of operations or cash flows in the future. However, to the extent our portfolio companies are adversely impacted by the effects of COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas, it may have a material adverse impact on our performance, financial condition, results of operations and ability to pay distributions.
Portfolio Composition and Investment Activity
Portfolio Composition
As of September 30, 2019,March 31, 2020, we had $403.5$316.8 million of portfolio investments (at fair value), which represents a $90.2$67.3 million, or 18.3%17.5% decrease from the $493.7$384.1 million (at fair value) as of December 31, 2018.2019. Our portfolio consisted of 4746 investments, including Greenway, and Greenway II, as of September 30, 2019,March 31, 2020, compared to 4252 portfolio investments, including Greenway and Greenway II, as of December 31, 2018. The decrease in fair value of our portfolio is largely attributed to portfolio contraction.2019. As of September 30, 2019,March 31, 2020, we had $143.3$98.6 million of controlled portfolio investments (at fair value) in four portfolio companies, which represents a $24.4$43.3 million, or 14.5%,30.5% decrease from $167.7$141.9 million (at fair value) as of December 31, 20182019 in fivefour portfolio companies. The decrease in controlled portfolio companies was largely the result of a realizationdecrease in fair value of Copperweld Bimetallics LLC.OEM Group, LLC and Logan JV in addition to a return of capital distribution from Logan JV. Our average controlling equity position at September 30, 2019March 31, 2020 was approximately $42.5 million$44.5 and $35.8 million$24.6 at cost and fair value, respectively. Our investment in THL Creditthe Logan JV LLC (the “Logan JV”) represented 20.0%14.6% and 17.2%21.7% of our portfolio investments at fair value as of September 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. Going forward, we intend to limitWe are currently limiting new investments in new portfolio companies to 2.5% of our investment portfolio based upon the most recent fair market value.
The following table shows certain portfolio highlights based on cost and fair value (in millions).
| As of |
| As of |
| ||||||||||||||||||||||
| September 30, 2019 |
|
| December 31, 2018 |
| March 31, 2020 |
|
| December 31, 2019 |
| ||||||||||||||||
| Cost |
| Fair Value |
|
| Cost |
| Fair Value |
| Cost |
| Fair Value |
|
| Cost |
| Fair Value |
| ||||||||
Largest portfolio company investment - Logan JV | $ | 93.1 |
| $ | 80.7 |
|
| $ | 92.4 |
| $ | 84.8 |
| $ | 92.3 |
| $ | 46.2 |
|
| $ | 97.1 |
| $ | 83.4 |
|
Largest portfolio company investment - excluding Logan JV, Greenway I and II, investments where we hold controlling equity position and investments where we hold equity only |
| 26.3 |
| 24.3 |
|
|
| 34.0 |
| 26.6 |
|
| 23.1 |
| 19.5 |
|
|
| 23.1 |
| 20.9 |
| ||||
Average portfolio company investment |
| 9.6 |
| 6.9 |
|
|
| 8.5 |
| 7.4 |
| |||||||||||||||
Average portfolio company investment - excluding Logan JV, Greenway I and II, investments where we hold controlling equity position and investments where we hold equity only |
| 8.1 |
| 7.7 |
|
|
| 11.7 |
| 10.6 |
|
| 8.0 |
| 6.6 |
|
|
| 6.7 |
| 6.2 |
| ||||
Total investments where we hold controlling equity position and investments where we hold equity only, including Greenway I and II |
| 85.7 |
| 69.9 |
|
|
| 95.4 |
| 114.4 |
|
| 95.3 |
| 58.2 |
|
|
| 91.1 |
| 66.4 |
|
At September 30,March 31, 2020 and at December 31, 2019, based upon fair value, 97.7%100.0% of our debt investments bore interest based on floating rates, which may be subject to interest rate floors, such as LIBOR, and 2.3% bore interest at fixed rates. At December 31, 2018, 96.5% of our debt investments bore interest based on floating rates, which may be subject to interest rate floors, such as LIBOR and CDOR, and 3.5% bore interest at fixed rates.LIBOR.
The following table shows the weighted average yield by investment category at their current cost.
|
| As of |
|
| As of |
| ||||||||||
Description: |
| September 30, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||
First lien senior secured debt (1) |
|
| 9.5 | % |
|
| 10.1 | % |
|
| 5.6 | % |
|
| 8.0 | % |
Second lien debt |
|
| 12.3 | % |
|
| 12.7 | % |
|
| 12.3 | % |
|
| 12.8 | % |
Subordinated debt |
|
| 16.5 | % |
|
| 16.5 | % | ||||||||
Income-producing equity securities (2) |
|
| 0.0 | % |
|
| 9.6 | % |
|
| 0.0 | % |
|
| 0.0 | % |
Debt and income-producing investments (1)(3) |
|
| 9.9 | % |
|
| 10.4 | % |
|
| 5.8 | % |
|
| 8.2 | % |
Logan JV (4) |
|
| 10.7 | % |
|
| 12.0 | % |
|
| 10.1 | % |
|
| 10.5 | % |
All investments including Logan JV (1)(4) |
|
| 10.1 | % |
|
| 10.7 | % |
|
| 6.8 | % |
|
| 8.7 | % |
(1) | Includes all loans on non-accrual status. |
| Includes income from debt-like equity securities where there is a stated rate and amounts are due on a fixed payment |
schedule.
| Includes yields on controlled investments, but excludes the yield on the Logan JV. |
| As of |
The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of our fees and expenses. The weighted average yield was computed using the effective interest rates as of September 30, 2019,March 31, 2020, including accretion of original issue discount and loan origination fees. This weighted average yield reflects the impact of loans on non-accrual status. There can be no assurance that the weighted average yield will remain at its current level. As of September 30, 2019March 31, 2020 and December 31, 2018, 1.5%2019, 1.3% and 1.9%1.7%, respectively, of our investment portfolio at fair value was comprised of non-income producing equity and warrant investments. We intend to continue to further reduce our non-income producing investments in 20192020 and beyond. No assurance can be given that we will be successful in achieving this target.
In evaluating our portfolio performance, among other factors, we consider portfolio companies’ EBITDA and leverage as an investment metric. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, portfolio investments, in which we have debt investments, had a median adjusted earnings before interest, taxes, depreciation and amortization, or EBITDA, of approximately $13.9$17.8 million and $9.0$16.0 million, respectively, based on the latest available financial information provided by the portfolio companies for each of these periods. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, our median attachment point in the capital structure of our debt investments in portfolio companies is approximately 4.54.8 times and 4.84.6 times the portfolio company’s EBITDA, respectively, based on our latest available financial information for each of these periods.
We expect the percentpercentage of our portfolio investments in the companies not owned by a private equity sponsor, or unsponsored investments to decrease significantly over time as we work through restructurings, which may include providing additional liquidity through revolving loans, and ultimately exit our unsponsored investments. However, these portfolio investments may require follow-on capital as we work through restructurings, which will increase our exposure to these investments. Going forward we expect unsponsored investments we make, if any, would only be in first lien senior secured investments. As of September 30, 2019,March 31, 2020, our portfolio of unsponsored debt investments included two investments, excluding our investment in Wheels Up Partners, LLC, which is a non-income producing equity security. One unsponsored investment is performing at or above our expectations and has an Investment Score of 1. The other unsponsored investment hashad an Investment Score of 3.5. As of December 31, 2018,2019, our portfolio of unsponsored debt investments included threefour investments, excluding our investment in Wheels Up Partners, LLC, which is a non-income producing equity security. TwoThree were performing at or above our expectations and havehad an Investment Score of 1 or 2. The other unsponsored investment had an Investment Score of 3.
As of September 30, 2019,March 31, 2020, we have closed portfolio investments with 7073 different sponsors since inception. As of December 31, 2018,2019, we had closed portfolio investments with 6771 different sponsors since inception.
The following table summarizes sponsored and unsponsored investments based on amortized cost and fair value (in millions).
|
| As of September 30, 2019 |
|
| As of December 31, 2018 |
|
| As of March 31, 2020 |
|
| As of December 31, 2019 |
| ||||||||||||||||||||||||||||||||||||
|
| Amortized Cost |
|
| Fair Value |
|
| Fair Value as % of Total |
|
| Amortized Cost |
|
| Fair Value |
|
| Fair Value as % of Total |
|
| Amortized Cost |
|
| Fair Value |
|
| Fair Value as % of Total |
|
| Amortized Cost |
|
| Fair Value |
|
| Fair Value as % of Total |
| ||||||||||||
Sponsored Investments (1) |
| $ | 291.6 |
|
| $ | 265.1 |
|
|
| 82.1 | % |
| $ | 371.8 |
|
| $ | 329.5 |
|
|
| 80.6 | % |
| $ | 280.0 |
|
| $ | 224.3 |
|
|
| 82.9 | % |
| $ | 272.9 |
|
| $ | 241.4 |
|
|
| 80.3 | % |
Unsponsored Investments (1) |
| 62.5 |
|
| 57.7 |
|
|
| 17.9 | % |
| 75.5 |
|
| 79.4 |
|
|
| 19.4 | % |
|
| 70.3 |
|
|
| 46.3 |
|
|
| 17.1 | % |
|
| 72.3 |
|
|
| 59.3 |
|
|
| 19.7 | % | ||||
Total |
| $ | 354.1 |
|
| $ | 322.8 |
|
|
| 100.0 | % |
| $ | 447.3 |
|
| $ | 408.9 |
|
|
| 100.0 | % |
| $ | 350.3 |
|
| $ | 270.6 |
|
|
| 100.0 | % |
| $ | 345.2 |
|
| $ | 300.7 |
|
|
| 100.0 | % |
(1) | Excludes THL Credit Greenway Fund I LLC, THL Credit Greenway Fund II LLC, and THL Credit Logan JV LLC. |
The following table summarizes the amortized cost and fair value of investments as of September 30, 2019March 31, 2020 (in millions).
Description |
| Amortized Cost |
|
| Percentage of Total |
|
| Fair Value (1) |
|
| Percentage of Total |
|
| Amortized Cost |
|
| Percentage of Total |
|
| Fair Value (1) |
|
| Percentage of Total |
| ||||||||
First lien senior secured debt |
| $ | 285.8 |
|
|
| 63.9 | % |
| $ | 270.1 |
|
|
| 67.0 | % |
| $ | 300.9 |
|
|
| 68.1 | % |
| $ | 237.7 |
|
|
| 75.0 | % |
Investment in Logan JV |
|
| 93.1 |
|
|
| 20.8 | % |
|
| 80.7 |
|
|
| 20.0 | % |
|
| 92.3 |
|
|
| 20.8 | % |
|
| 46.2 |
|
|
| 14.6 | % |
Equity investments |
|
| 33.9 |
|
|
| 7.6 | % |
|
| 21.4 |
|
|
| 5.3 | % |
|
| 33.8 |
|
|
| 7.6 | % |
|
| 18.7 |
|
|
| 5.9 | % |
Second lien debt |
|
| 20.9 |
|
|
| 4.7 | % |
|
| 20.8 |
|
|
| 5.1 | % |
|
| 12.0 |
|
|
| 2.7 | % |
|
| 11.0 |
|
|
| 3.5 | % |
Subordinated debt |
|
| 9.9 |
|
|
| 2.2 | % |
|
| 6.9 |
|
|
| 1.7 | % | ||||||||||||||||
Investments in funds |
|
| 3.4 |
|
|
| 0.8 | % |
|
| 3.6 |
|
|
| 0.9 | % |
|
| 3.4 |
|
|
| 0.8 | % |
|
| 3.2 |
|
|
| 1.0 | % |
Warrants |
|
| 0.2 |
|
|
| 0.0 | % |
|
| - |
|
|
| 0.0 | % |
|
| 0.2 |
|
|
| 0.0 | % |
|
| — |
|
|
| 0.0 | % |
Total investments |
| $ | 447.2 |
|
|
| 100.0 | % |
| $ | 403.5 |
|
|
| 100.0 | % |
| $ | 442.6 |
|
|
| 100.0 | % |
| $ | 316.8 |
|
|
| 100.0 | % |
(1) | All investments are categorized as Level 3 in the fair value hierarchy, except for investments in funds and the Logan JV, which are excluded from the fair value hierarchy in accordance with ASU 2015-07. These assets are valued at net asset value. |
The following table summarizes the amortized cost and fair value of investments as of December 31, 20182019 (in millions).
Description |
| Amortized Cost |
|
| Percentage of Total |
|
| Fair Value (1) |
|
| Percentage of Total |
|
| Amortized Cost |
|
| Percentage of Total |
|
| Fair Value (1) |
|
| Percentage of Total |
| ||||||||
First lien senior secured debt |
| $ | 361.8 |
|
|
| 67.1 | % |
| $ | 329.4 |
|
|
| 66.8 | % |
| $ | 295.8 |
|
|
| 66.9 | % |
| $ | 263.6 |
|
|
| 68.7 | % |
Investment in Logan JV |
|
| 92.4 |
|
|
| 17.1 | % |
|
| 84.8 |
|
|
| 17.2 | % |
|
| 97.1 |
|
|
| 22.0 | % |
|
| 83.4 |
|
|
| 21.7 | % |
Equity investments |
|
| 46.2 |
|
|
| 8.6 | % |
|
| 43.5 |
|
|
| 8.8 | % |
|
| 33.8 |
|
|
| 7.6 | % |
|
| 21.5 |
|
|
| 5.6 | % |
Second lien debt |
|
| 26.2 |
|
|
| 4.9 | % |
|
| 25.3 |
|
|
| 5.1 | % |
|
| 11.9 |
|
|
| 2.7 | % |
|
| 12.0 |
|
|
| 3.1 | % |
Subordinated debt |
|
| 9.4 |
|
|
| 1.7 | % |
|
| 6.6 |
|
|
| 1.3 | % | ||||||||||||||||
Investments in funds |
|
| 3.4 |
|
|
| 0.6 | % |
|
| 3.5 |
|
|
| 0.7 | % |
|
| 3.4 |
|
|
| 0.8 | % |
|
| 3.6 |
|
|
| 0.9 | % |
Warrants |
|
| 0.2 |
|
|
| 0.0 | % |
|
| 0.6 |
|
|
| 0.1 | % |
|
| 0.2 |
|
|
| 0.0 | % |
|
| - |
|
|
| 0.0 | % |
Total investments |
| $ | 539.6 |
|
|
| 100.0 | % |
| $ | 493.7 |
|
|
| 100.0 | % |
| $ | 442.2 |
|
|
| 100.0 | % |
| $ | 384.1 |
|
|
| 100.0 | % |
(1) | All investments are categorized as Level 3 in the fair value hierarchy, except |
We expect the percent of our core assets, which we define as first lien senior secured loans and the Logan JV, to continue to increase as a percent of total investments as we exit non-qualifying BDC assets as defined under the 1940 Act and our controlled equity investments, through sales or repayments, and redeploy these proceeds. We intend to continue our efforts to reposition the portfolio towards these core assets, which we believe will reduce our exposure to portfolio company risks and potential changes in interest rates.
The following is a summary of the industry classification in which we invest as of September 30, 2019March 31, 2020 (in millions).
Industry |
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
|
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
| ||||||||
Investment funds and vehicles |
| $ | 93.1 |
|
| $ | 80.7 |
|
|
| 20.01 | % |
|
| 31.66 | % | ||||||||||||||||
Healthcare |
|
| 75.6 |
|
|
| 75.3 |
|
|
| 18.66 | % |
|
| 29.51 | % |
| $ | 59.6 |
|
| $ | 55.6 |
|
|
| 17.58 | % |
|
| 35.94 | % |
Consumer products and services |
|
| 65.8 |
|
|
| 59.8 |
|
|
| 14.80 | % |
|
| 23.42 | % |
|
| 65.5 |
|
|
| 52.0 |
|
|
| 16.42 | % |
|
| 33.58 | % |
Investment funds and vehicles |
|
| 92.3 |
|
|
| 46.2 |
|
|
| 14.60 | % |
|
| 29.85 | % | ||||||||||||||||
Business services |
|
| 42.5 |
|
|
| 41.2 |
|
|
| 13.01 | % |
|
| 26.60 | % | ||||||||||||||||
Industrials and manufacturing |
|
| 58.1 |
|
|
| 46.4 |
|
|
| 11.49 | % |
|
| 18.18 | % |
|
| 56.1 |
|
|
| 29.6 |
|
|
| 9.34 | % |
|
| 19.11 | % |
Business services |
|
| 34.4 |
|
|
| 34.8 |
|
|
| 8.63 | % |
|
| 13.65 | % | ||||||||||||||||
Financial services |
|
| 31.4 |
|
|
| 29.3 |
|
|
| 9.23 | % |
|
| 18.88 | % | ||||||||||||||||
IT services |
|
| 27.2 |
|
|
| 24.6 |
|
|
| 7.75 | % |
|
| 15.86 | % | ||||||||||||||||
Energy / utilities |
|
| 47.4 |
|
|
| 31.1 |
|
|
| 7.71 | % |
|
| 12.20 | % |
|
| 48.3 |
|
|
| 16.1 |
|
|
| 5.07 | % |
|
| 10.38 | % |
IT services |
|
| 29.2 |
|
|
| 27.5 |
|
|
| 6.82 | % |
|
| 10.79 | % | ||||||||||||||||
Financial services |
|
| 23.9 |
|
|
| 24.2 |
|
|
| 6.00 | % |
|
| 9.49 | % | ||||||||||||||||
Retail & grocery |
|
| 13.2 |
|
|
| 15.1 |
|
|
| 3.75 | % |
|
| 5.93 | % |
|
| 13.2 |
|
|
| 14.7 |
|
|
| 4.64 | % |
|
| 9.49 | % |
Media, entertainment and leisure |
|
| 5.5 |
|
|
| 5.5 |
|
|
| 1.36 | % |
|
| 2.16 | % |
|
| 5.5 |
|
|
| 5.5 |
|
|
| 1.74 | % |
|
| 3.55 | % |
Transportation |
|
| 1.0 |
|
|
| 3.1 |
|
|
| 0.77 | % |
|
| 1.22 | % |
|
| 1.0 |
|
|
| 2.0 |
|
|
| 0.62 | % |
|
| 1.27 | % |
Total Investments |
| $ | 447.2 |
|
| $ | 403.5 |
|
|
| 100.00 | % |
|
| 158.21 | % |
| $ | 442.6 |
|
| $ | 316.8 |
|
|
| 100.00 | % |
|
| 204.51 | % |
The following is a summary of the industry classification in which we invest as of December 31, 20182019 (in millions).
Industry |
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
|
| Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio |
|
| % of Net Assets |
| ||||||||
Industrials and manufacturing |
| $ | 104.6 |
|
| $ | 94.3 |
|
|
| 19.09 | % |
|
| 31.86 | % | ||||||||||||||||
Investment funds and vehicles |
|
| 92.4 |
|
|
| 84.8 |
|
|
| 17.18 | % |
|
| 28.69 | % |
| $ | 97.1 |
|
| $ | 83.3 |
|
|
| 21.71 | % |
|
| 36.34 | % |
Consumer products and services |
|
| 74.9 |
|
|
| 69.1 |
|
|
| 14.00 | % |
|
| 23.37 | % |
|
| 61.8 |
|
|
| 55.0 |
|
|
| 14.32 | % |
|
| 23.98 | % |
Healthcare |
|
| 62.5 |
|
|
| 60.2 |
|
|
| 12.20 | % |
|
| 20.37 | % |
|
| 54.3 |
|
|
| 54.2 |
|
|
| 14.10 | % |
|
| 23.60 | % |
Business services |
|
| 44.5 |
|
|
| 44.9 |
|
|
| 11.70 | % |
|
| 19.58 | % | ||||||||||||||||
Industrials and manufacturing |
|
| 52.7 |
|
|
| 35.1 |
|
|
| 9.14 | % |
|
| 15.31 | % | ||||||||||||||||
IT services |
|
| 52.4 |
|
|
| 50.4 |
|
|
| 10.21 | % |
|
| 17.05 | % |
|
| 35.5 |
|
|
| 33.9 |
|
|
| 8.82 | % |
|
| 14.77 | % |
Financial services |
|
| 23.7 |
|
|
| 24.2 |
|
|
| 6.29 | % |
|
| 10.52 | % | ||||||||||||||||
Energy / utilities |
|
| 46.5 |
|
|
| 37.1 |
|
|
| 7.51 | % |
|
| 12.53 | % |
|
| 47.5 |
|
|
| 23.8 |
|
|
| 6.19 | % |
|
| 10.36 | % |
Financial services |
|
| 43.1 |
|
|
| 42.9 |
|
|
| 8.68 | % |
|
| 14.49 | % | ||||||||||||||||
Retail & grocery |
|
| 38.5 |
|
|
| 27.8 |
|
|
| 5.63 | % |
|
| 9.40 | % |
|
| 15.7 |
|
|
| 17.7 |
|
|
| 4.61 | % |
|
| 7.72 | % |
Business services |
|
| 18.3 |
|
|
| 18.5 |
|
|
| 3.76 | % |
|
| 6.27 | % | ||||||||||||||||
Media, entertainment and leisure |
|
| 5.4 |
|
|
| 5.5 |
|
|
| 1.11 | % |
|
| 1.86 | % |
|
| 8.4 |
|
|
| 8.5 |
|
|
| 2.21 | % |
|
| 3.71 | % |
Transportation |
|
| 1.0 |
|
|
| 3.1 |
|
|
| 0.63 | % |
|
| 1.06 | % |
|
| 1.0 |
|
|
| 3.5 |
|
|
| 0.91 | % |
|
| 1.52 | % |
Total Investments |
| $ | 539.6 |
|
| $ | 493.7 |
|
|
| 100.00 | % |
|
| 166.95 | % |
| $ | 442.2 |
|
| $ | 384.1 |
|
|
| 100.00 | % |
|
| 167.41 | % |
The following is a summary of our investment activity, presented on a cost basis, for the three and nine months ended September 30,March 31, 2020 and 2019 and 2018 (in millions).
| Three months ended September 30, |
|
| Nine months ended September 30, |
| Three months ended March 31, |
|
| |||||||||||||||
|
| 2019 |
|
|
| 2018 |
|
|
| 2019 |
|
|
| 2018 |
|
| 2020 |
|
|
| 2019 |
|
|
New portfolio investments | $ | 11.5 |
|
| $ | 11.7 |
|
| $ | 57.2 |
|
| $ | 11.7 |
| $ | 17.6 |
|
| $ | 13.8 |
|
|
Existing portfolio investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Follow-on investments (1) (2) |
| 3.8 |
|
|
| 4.6 |
|
|
| 31.5 |
|
|
| 30.3 |
| ||||||||
Follow-on investments (1) |
| — |
|
|
| 17.4 |
|
| |||||||||||||||
Delayed draw and revolver investments (1) |
| 3.9 |
|
|
| 3.9 |
|
|
| 10.9 |
|
|
| 14.5 |
|
| 15.6 |
|
|
| 3.3 |
|
|
Total existing portfolio investments |
| 7.7 |
|
|
| 8.5 |
|
|
| 42.4 |
|
|
| 44.8 |
|
| 15.6 |
|
|
| 20.7 |
|
|
Total portfolio investment activity | $ | 19.2 |
|
| $ | 20.2 |
|
| $ | 99.6 |
|
| $ | 56.5 |
| $ | 33.2 |
|
| $ | 34.5 |
|
|
Number of new portfolio investments |
| 2 |
|
|
| 2 |
|
| 12 |
|
|
| 2 |
|
| 3 |
|
|
| 3 |
|
| |
Number of follow-on investments |
| 9 |
|
|
| 6 |
|
| 13 |
|
|
| 9 |
|
| 12 |
|
|
| 6 |
|
| |
First lien senior secured debt | $ | 19.2 |
|
| $ | 15.4 |
|
| $ | 95.4 |
|
| $ | 34.1 |
| $ | 33.2 |
|
| $ | 34.3 |
|
|
Investment in Logan JV |
| — |
|
|
| 4.0 |
|
|
| 4.0 |
|
|
| 21.6 |
| ||||||||
Equity investments |
| — |
|
|
| 0.8 |
|
|
| 0.2 |
|
|
| 0.8 |
|
| — |
|
|
| 0.2 |
|
|
Total portfolio investments | $ | 19.2 |
|
| $ | 20.2 |
|
| $ | 99.6 |
|
| $ | 56.5 |
| $ | 33.2 |
|
| $ | 34.5 |
|
|
Weighted average yield of new debt investments (3) |
| 8.5 | % |
|
| 8.5 | % |
|
| 7.8 | % |
|
| 8.4 | % | ||||||||
Weighted average yield of new debt investments |
| 6.0 | % |
|
| 11.9 | % |
| |||||||||||||||
Weighted average yield, including all new income-producing investments |
| 8.5 | % |
|
| 9.5 | % |
|
| 8.4 | % |
|
| 10.4 | % |
| 6.0 | % |
|
| 11.9 | % |
|
(1) | Includes follow-on investments in controlled investments. Refer to Schedule 12-14 for additional detail. |
|
|
For the three and nine months ended September 30,March 31, 2020 and 2019, we had prepayments and sales of our investments, including any prepayment premiums, totaling $67.5$38.3 million and $152.3 million, respectively. For the three and nine months ended September 30, 2018, we had prepayments and sales of our investments, including any prepayment premiums, totaling $45.4 million and $115.5$25.5 million, respectively. Please refer to “Results of Operations- Net Realized Gains and Losses on Investments, net of income tax provision” for additional details surrounding certain investments that were sold.
The following are proceeds received from notable prepayments, sales and other activity related to our investments (in millions):
For the ninethree months ended September 30,March 31, 2020
Proceeds of $23.3 million received from the sale of eight senior secured broadly syndicated investments made in December 2019 resulting in a $0.1 million net realized gain, and
Sale of a first lien senior secured term loan in MB Medical Operations LLC with proceeds received of $2.6 million, resulting in a nominal gain.
For the three months ended March 31, 2019
Sale of a first lien senior secured term loan in Alex Toys, LLCLLC. with proceeds received of $7.7 million;million, and
Repayment of a first lien senior secured term loan in Anexinet Corp, which resulted in proceeds received of $16.5 million, including a prepayment premium of $0.2 million;
Repayment of a first lien senior secured term loan in Hart Intercivic, Inc at par, which resulted in proceeds received of $24.7 million;
Repayment of a second lien senior secured term loan in connection with a sale of the controlling common and preferred equity in Copperweld Bimetallics, LLC with total proceeds received of $32.5 million and additional escrow receivable accrual of $2.1 million;
Sale of a first lien senior secured term loan in Home Partners of America, Inc. with proceeds received of $7.7 million, and
Repayment of a first lien senior secured term loan in Fairstone Financial Inc., which resulted in proceeds received of $15.4 million, including a $0.2 million prepayment premium;
Repayment of the first lien senior secured term loans in LAI International, Inc., which resulted in proceeds received of $16.8 million and an additional $4.4 million in expected proceeds reflected as a receivable;
Repayment of a first lien senior secured term and revolving loans in Sciens Building Solutions LLC at par, which resulted in total proceeds received of $11.0 million.
For the nine months ended September 30, 2018
Repayment of a subordinated term loan and realization of preferred equity interest in A10 Capital, LLC, which resulted in proceeds of $26.6 million, including a prepayment premium of $0.3 million;
Partial repayment of a first lien senior secured term loan in Alex Toys, LLC, which resulted in proceeds of $15.0 million;
Repayment of a senior secured term loan and senior secured delayed draw term loan in BeneSys Inc, which resulted proceeds of $11.1 million;
Repayment of a first lien senior secured term loan in Dodge Data & Analytics LLC, which resulted in proceeds of $10.2 million;
Partial sale of a first lien senior secured term loan in Fairstone Financial Inc., which resulted in proceeds of $7.7 million;
Repayment of a second lien term loan in Gold, Inc., which resulted in proceeds of $5.2 million;
Partial repayment of a first lien senior secured term loan in Home Partners of America, Inc., which resulted in proceeds of $5.9 million;
Repayment of a first lien senior secured term loan in The John Gore Organization, Inc., which resulted in proceeds of $13.8 million, including a prepayment premium of $0.1 million;
Sale of a second lien term loan in Specialty Brands Holdings, LLC, which resulted in proceeds received of $0.4 million;
Repayment of a first lien senior secured term loan and revolver in Togetherwork Holdings, LLC, which resulted in proceeds of $5.7 million, including a prepayment premium of $0.1 million, and
Sale of a first lien senior secured term loan, subordinated term loans, preferred equity and common equity in Aerogroup International Inc., which resulted in proceeds received of $2.5 million and $8.0 million recorded as an initial escrow receivable, at the time of sale.
Our level of investment activity can 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, the general economic environment and the competitive environment for the types of investments we make. The frequency and volume of any prepayments may fluctuate significantly from period to period. The future adverse impact of COVID-19 on the broader markets in which we invest cannot currently be accurately predicted and future investment activity of the Company will be subject to these effects and related uncertainties.
Aggregate Cash Flow Realized Gross Internal Rate of Return
For the period fromSince April 2010, whenafter we completed our initial public offering and commenced principal operations, through September 30, 2019,March 31, 2020, our fully exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of 11.3%11.2% (based on cash invested of $1.4$1.5 billion and total proceeds from these exited investments of $1.7$1.9 billion). 83.7%80.2% of these exited investments resulted in an aggregate cash flow realized gross internal rate of return to us of 10% or greater. Internal rate of return, or IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total cash invested in our investments is equal to the present value of all realized returns from the investments. Our IRR calculations are unaudited.
The value of our investments will generally fluctuate with, among other things, changes in prevailing interest rates, federal tax rates, counterparty risk, general economic conditions, the condition of certain financial markets, developments or trends in any particular industry and the financial condition of the issuer. During periods of limited liquidity and higher price volatility, our ability to dispose of investments at a price and time that we deem advantageous may be impaired.
Lower-quality debt securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities often fluctuates in response to company, political, or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. Lower-quality debt securities can be thinly traded or have restrictions on resale, making them difficult to sell at an acceptable price. The default rate for lower-quality debt securities is likely to be higher during economic recessions or periods of high interest rates.
On December 3, 2014, we entered into an agreement with Perspecta Trident LLC, an affiliate of Perspecta Trust LLC, or Perspecta, to thecreate THL Credit Logan JV LLC, or Logan JV, a joint venture, which invests primarily in senior secured first lien term loans. All Logan JV investment decisions must be unanimously approved by the Logan JV investment committee consisting of one representative from each of us and Perspecta.
We have determined that Logan JV is an investment company under ASC 946, however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a substantially owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we do not consolidate our non-controlling interest in Logan JV.
Logan JV is capitalized with equity contributions which are generally called from its members, on a pro-rata basis based on their equity commitments, as transactions are completed. Any decision by the Logan JV to call down on capital commitments requires the explicit authorization of us, coupled with that of Perspecta, and we may withhold such authorization for any reason in our sole discretion.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV had the following commitments, contributions and unfunded commitments from its members (in millions).members.
|
| As of September 30, 2019 |
|
| As of March 31, 2020 |
| ||||||||||||||||||||||
Member |
| Total Commitments |
|
| Contributed Capital (1) |
|
| Unfunded Commitments |
|
| Total Commitments |
|
| Contributed Capital |
|
| Return of Capital (not recallable) |
|
| Unfunded Commitments |
| |||||||
THL Credit, Inc. |
| $ | 200.0 |
|
| $ | 96.6 |
|
| $ | 103.4 |
|
| $ | 200.0 |
|
| $ | 92.6 |
|
| $ | 8.0 |
|
| $ | 99.4 |
|
Perspecta Trident LLC |
|
| 50.0 |
|
|
| 24.2 |
|
|
| 25.8 |
|
|
| 50.0 |
|
|
| 23.2 |
|
|
| 2.0 |
|
| $ | 24.8 |
|
Total Investments |
| $ | 250.0 |
|
| $ | 120.8 |
|
| $ | 129.2 |
|
| $ | 250.0 |
|
| $ | 115.8 |
|
| $ | 10.0 |
|
| $ | 124.2 |
|
|
|
|
| As of December 31, 2019 |
| |||||||||||||
Member |
| Total Commitments |
|
| Contributed Capital |
|
| Return of Capital (not recallable) |
|
| Unfunded Commitments |
| ||||
THL Credit, Inc. |
| $ | 200.0 |
|
| $ | 97.4 |
|
| $ | 3.2 |
|
| $ | 99.4 |
|
Perspecta Trident LLC |
|
| 50.0 |
|
|
| 24.4 |
|
|
| 0.8 |
|
| $ | 24.8 |
|
Total Investments |
| $ | 250.0 |
|
| $ | 121.8 |
|
| $ | 4.0 |
|
| $ | 124.2 |
|
|
| As of December 31, 2018 | |||||||||
Member |
| Total Commitments |
|
| Contributed Capital |
|
| Unfunded Commitments | |||
THL Credit, Inc. |
| $ | 200.0 |
|
| $ | 92.6 |
|
| $ | 107.4 |
Perspecta Trident LLC |
|
| 50.0 |
|
|
| 23.2 |
|
|
| 26.8 |
Total Investments |
| $ | 250.0 |
|
| $ | 115.8 |
|
| $ | 134.2 |
Logan JV has a senior credit facility, or the Logan JV Credit Facility, with Deutsche Bank AG and other banks. As of September 30,March 31, 2019 and December 31, 2018,2019, the Logan JV Credit Facility had $275.0 million of commitments which are subject to leverage and borrowing base restrictions with an interest rate of three month LIBOR (with no LIBOR floor) plus 2.20%. The final maturity date of the Logan JV Credit Facility is January 12, 2023 with the revolving loan period ending on January 12, 2021. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV had $234.0$227.1 million and $241.7$236.1 million of outstanding borrowings under the credit facility, respectively. At September 30, 2019,March 31, 2020, the effective interest rate on the Logan JV Credit Facility was 4.58%4.09% per annum.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV had total investments at fair value of $335.2$278.9 million and $329.8$332.2 million, respectively. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, Logan JV’s portfolio was comprised of senior secured first lien and second lien loans to 132128 and 130131 different borrowers, respectively. As of September 30, 2019,March 31, 2020, there is one loan in Logan JV’s portfolio was on non-accrual status with an amortized cost basis and fair value of $2.4 million and $1.2 million, respectively. As of December 31, 2019, there were three loans from two issuers on non-accrual status with an amortized cost and fair value of $1.4 million.$5.3 million and $2.2 million, respectively. As of DecemberMarch 31, 2018, there were no loans on non-accrual status. As of September 30, 20192020 and December 31, 2018,2019, Logan JV had unfunded commitments to fund revolver and delayed draw loans to its portfolio companies totaling $4.1$2.9 million and $4.3$3.9 million, respectively. The portfolio companies in Logan JV’s portfolioJV are in industries similar to those in which we wouldmay invest directly.
Below is a summary of Logan JV’s portfolio, followed by a listing of the individual loans in Logan JV’s portfolio as of September 30, 2019March 31, 2020 and December 31, 20182019 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
| As of September 30, 2019 |
|
|
| As of December 31, 2018 |
|
|
| As of March 31, 2020 |
| As of December 31, 2019 |
| ||||
First lien secured debt, at par |
|
| $ | 341,215 |
|
|
| $ | 327,574 |
|
|
| $ | 322,035 |
| $ | 338,439 |
|
Second lien debt, at par |
|
|
| 10,629 |
|
|
|
| 16,962 |
|
|
|
| 7,811 |
|
| 8,529 |
|
Total debt investments, at par |
|
| $ | 351,844 |
|
|
| $ | 344,536 |
|
|
| $ | 329,846 |
| $ | 346,968 |
|
Weighted average yield on first lien secured loans (1) |
|
|
| 6.9 | % |
|
|
| 7.2 | % |
|
|
| 6.4 | % |
| 6.6 | % |
Weighted average yield on second lien loans (1) |
|
|
| 10.0 | % |
|
|
| 10.4 | % |
|
|
| 9.5 | % |
| 9.7 | % |
Weighted average yield on all loans (1) |
|
|
| 7.0 | % |
|
|
| 7.4 | % |
|
|
| 6.5 | % |
| 6.7 | % |
Number of borrowers in Logan JV |
|
|
| 132 |
|
|
|
| 130 |
|
|
|
| 128 |
| 131 |
| |
Largest loan to a single borrower (2) |
|
| $ | 5,009 |
|
|
| $ | 5,101 |
|
|
| $ | 5,000 |
| $ | 5,000 |
|
Total of five largest loans to borrowers (2) |
|
| $ | 24,997 |
|
|
| $ | 25,001 |
|
|
| $ | 24,812 |
| $ | 24,906 |
|
(1) | Weighted average yield at their current cost. |
(2) | At current principal amount. |
The weighted average yield of Logan JV’s debt investments is not the same as a return on Logan JV investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of our expenses. The weighted average yield was computed using the effective interest rates as of September 30, 2019March 31, 2020 and December 31, 2018,2019, respectively, but excluding the effective rates on investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
For the three and nine months ended September 30,March 31, 2020 and 2019, our share of income from distributions declared related to our Logan JV LLC equity interest was $2.4$2.3 million and $7.6$2.6 million, respectively, which amounts are included in dividend income from controlled investments in the Consolidated Statement of Operations and reduction of cost basis on the Consolidated Statement of Assets and Liabilities. For the threeAs of March 31, 2020 and nine months ended September 30, 2018, our share of income from distributions declared related to our Logan JV LLC equity interest wasDecember 31, 2019, $2.6 million and $7.4 million, respectively, which amounts are included in dividend income and realized gains from controlled investments in the Consolidated Statements of Operations. As of September 30, 2019 and December 31, 2018, $2.7 million and $2.4$2.6 million, respectively, of income related to the Logan JV was included in interest, dividends and fees receivable on the Consolidated Statements of Assets and Liabilities. As of September 30,March 31, 2020, the distributions declared and earned of $9.6 million for the twelve months ended March 31, 2020, represented a dividend yield to the Company of 10.1% based upon average capital invested. As of December 31, 2019, the distributions declared and earned of $9.8 million for the twelve months ended September 30,December 31, 2019, represented a dividend yield to usthe Company of 10.7%10.5% based upon average capital invested. As of DecemberMarch 31, 2018, $9.8 million for the twelve months ended December 31, 2018, represented a dividend yield to us of 12.0% based upon average capital invested. As of September 30, 20192020 and December 31, 2018,2019, $0.3 million and $0.2$0.3 million, respectively, of return of capital associated with distributions declared was included in the Distributions receivable on our Consolidated Statements of Assets and Liabilities. We expect the dividend yield to fluctuate as a result of the timing of additional capital invested, the changes in asset yields in the underlying portfolio and the overall performance of the Logan JV investment portfolio.
7571
Logan JV Loan Portfolio as of September 30, 2019March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||||||||||||||||||||||
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Ticketek Pty Ltd |
| Services: Consumer |
| 5% (LIBOR +4.25%) |
| 11/22/2019 |
| 11/23/2026 |
|
| 1,500 |
|
| $ | 1,485 |
|
| $ | 1,174 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Total Australia |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,485 |
|
| $ | 1,174 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avison Young Canada Inc. |
| Services: Business |
| 7.33% (LIBOR +5%) |
| 03/07/2019 |
| 02/01/2026 |
|
| 3,474 |
|
| $ | 3,409 |
|
| $ | 3,413 |
|
| Services: Business |
| 6.94% (LIBOR +5%) |
| 03/07/2019 |
| 02/01/2026 |
|
| 3,954 |
|
| $ | 3,886 |
|
| $ | 3,255 |
|
PNI Canada Acquireco Corp |
| High Tech Industries |
| 6.61% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,720 |
|
|
| 1,712 |
|
|
| 1,717 |
|
| High Tech Industries |
| 6.1% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,712 |
|
|
| 1,705 |
|
|
| 1,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Canada |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 5,121 |
|
| $ | 5,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 5,591 |
|
| $ | 4,719 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhodia Acetow |
| Consumer goods: Non-Durable |
| 8.15% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 978 |
|
| $ | 969 |
|
| $ | 932 |
|
| Consumer goods: Non-Durable |
| 7.42% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 973 |
|
| $ | 965 |
|
| $ | 740 |
|
VAC Germany Holding GmbH |
| Metals & Mining |
| 6.33% (LIBOR +4%) |
| 02/26/2018 |
| 02/26/2025 |
|
| 2,955 |
|
|
| 2,943 |
|
|
| 2,911 |
|
| Metals & Mining |
| 5.94% (LIBOR +4%) |
| 02/26/2018 |
| 02/26/2025 |
|
| 2,940 |
|
|
| 2,929 |
|
|
| 2,132 |
|
Total Germany |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,912 |
|
| $ | 3,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,894 |
|
| $ | 2,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Connect Finco SARL |
| Telecommunications |
| 6.11% (LIBOR +4.5%) |
| 09/23/2019 |
| 12/11/2026 |
|
| 1,432 |
|
| $ | 1,404 |
|
| $ | 1,154 |
| ||||||||||||||||||||
Travelport Finance |
| Services: Consumer |
| 7.54% (LIBOR +5%) |
| 03/18/2019 |
| 05/30/2026 |
|
| 3,000 |
|
| $ | 2,943 |
|
| $ | 2,725 |
|
| Services: Consumer |
| 6.94% (LIBOR +5%) |
| 03/18/2019 |
| 05/30/2026 |
|
| 2,985 |
|
|
| 2,932 |
|
|
| 1,959 |
|
Total Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2,943 |
|
| $ | 2,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 4,336 |
|
| $ | 3,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxey Bidco Ltd. |
| Services: Consumer |
| 7.05% (LIBOR +5%) |
| 08/07/2018 |
| 08/07/2025 |
|
| 5,000 |
|
| $ | 4,828 |
|
| $ | 4,800 |
|
| Services: Consumer |
| 6.06% (LIBOR +5%) |
| 08/07/2018 |
| 06/16/2025 |
|
| 5,000 |
|
| $ | 4,844 |
|
| $ | 4,250 |
|
EG Group |
| Retail |
| 6.33% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,824 |
|
|
| 2,813 |
|
|
| 2,797 |
| ||||||||||||||||||||
Connect Finco SARL (9) |
| Retail |
| 5.96% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,809 |
|
|
| 2,799 |
|
|
| 2,090 |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,641 |
|
| $ | 7,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,643 |
|
| $ | 6,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1A Smart Start LLC |
| Services: Consumer |
| 6.83% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,313 |
|
| $ | 4,301 |
|
| $ | 4,313 |
|
| Services: Consumer |
| 6.1% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,291 |
|
| $ | 4,281 |
|
| $ | 3,991 |
|
A Place for Mom Inc |
| Media: Advertising, Printing & Publishing |
| 5.86% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,920 |
|
|
| 3,906 |
|
|
| 3,862 |
|
| Media: Advertising, Printing & Publishing |
| 5.35% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,900 |
|
|
| 3,888 |
|
|
| 3,413 |
|
A10 Capital, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.53% (LIBOR +6.5%) |
| 04/25/2018 |
| 04/27/2023 |
|
| 5,000 |
|
|
| 4,964 |
|
|
| 4,926 |
|
| Banking, Finance, Insurance & Real Estate |
| 7.5% (LIBOR +6.5%) |
| 04/25/2018 |
| 05/01/2023 |
|
| 5,000 |
|
|
| 4,968 |
|
|
| 4,749 |
|
Achilles Acquisition LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.13% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 3,980 |
|
|
| 3,971 |
|
|
| 3,988 |
|
| Banking, Finance, Insurance & Real Estate |
| 5.63% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 3,960 |
|
|
| 3,952 |
|
|
| 3,514 |
|
Advanced Computer Software |
| High Tech Industries |
| 6.79% (LIBOR +4.75%) |
| 05/25/2018 |
| 05/31/2024 |
|
| 1,485 |
|
|
| 1,482 |
|
|
| 1,488 |
| ||||||||||||||||||||
Acproducts Inc |
| Construction & Building |
| 8.19% (LIBOR +6.5%) |
| 02/14/2020 |
| 08/13/2025 |
|
| 500 |
|
|
| 510 |
|
|
| 456 |
| ||||||||||||||||||||
Advanced Integration Technology LP |
| Aerospace & Defense |
| 6.86% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,940 |
|
|
| 1,929 |
|
|
| 1,918 |
|
| Aerospace & Defense |
| 6.35% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,930 |
|
|
| 1,921 |
|
|
| 1,766 |
|
Advisor Group Holdings Inc |
| Banking, Finance, Insurance & Real Estate |
| 7.11% (LIBOR +5%) |
| 07/31/2019 |
| 07/31/2026 |
|
| 1,714 |
|
|
| 1,697 |
|
|
| 1,683 |
|
| Banking, Finance, Insurance & Real Estate |
| 6.6% (LIBOR +5%) |
| 07/31/2019 |
| 07/31/2026 |
|
| 3,206 |
|
|
| 3,187 |
|
|
| 2,439 |
|
AG Parent Holdings LLC |
| High Tech Industries |
| 7.26% (LIBOR +5%) |
| 07/30/2019 |
| 07/31/2026 |
|
| 2,667 |
|
|
| 2,641 |
|
|
| 2,663 |
|
| High Tech Industries |
| 6.6% (LIBOR +5%) |
| 07/30/2019 |
| 07/31/2026 |
|
| 2,660 |
|
|
| 2,636 |
|
|
| 2,175 |
|
AgroFresh Inc. |
| Chemicals, Plastics & Rubber |
| 7.37% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,920 |
|
|
| 1,915 |
|
|
| 1,795 |
|
| Chemicals, Plastics & Rubber |
| 6.35% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,910 |
|
|
| 1,906 |
|
|
| 1,528 |
|
Air Medical Group Holdings Inc |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,211 |
|
|
| 2,198 |
|
|
| 2,076 |
|
| Healthcare & Pharmaceuticals |
| 5.86% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,199 |
|
|
| 2,188 |
|
|
| 1,985 |
|
Alcami Carolinas Corp |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,960 |
|
|
| 3,943 |
|
|
| 3,722 |
|
| Healthcare & Pharmaceuticals |
| 5.85% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,940 |
|
|
| 3,925 |
|
|
| 3,230 |
|
Alchemy US Holdco 1 LLC |
| Chemicals, Plastics & Rubber |
| 7.56% (LIBOR +5.5%) |
| 10/01/2018 |
| 10/10/2025 |
|
| 1,963 |
|
|
| 1,937 |
|
|
| 1,943 |
|
| Chemicals, Plastics & Rubber |
| 6.42% (LIBOR +5.5%) |
| 10/01/2018 |
| 10/10/2025 |
|
| 1,938 |
|
|
| 1,915 |
|
|
| 1,715 |
|
Allen Media LLC |
| Media: Broadcasting & Subscription |
| 7.23% (LIBOR +5.5%) |
| 02/06/2020 |
| 02/05/2027 |
|
| 3,000 |
|
|
| 2,985 |
|
|
| 2,520 |
| ||||||||||||||||||||
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 6.58% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 2,389 |
|
|
| 2,379 |
|
|
| 2,365 |
|
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 2,377 |
|
|
| 2,368 |
|
|
| 1,189 |
|
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 6.58% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 578 |
|
|
| 576 |
|
|
| 572 |
| ||||||||||||||||||||
American Sportsman Holdings Co |
| Retail |
| 7.11% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,920 |
|
|
| 3,882 |
|
|
| 3,783 |
| ||||||||||||||||||||
Ansira Holdings, Inc. (3) |
| Media: Diversified & Production |
| 7.86% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 610 |
|
|
| 402 |
|
|
| 342 |
| ||||||||||||||||||||
Ansira Holdings, Inc. |
| Media: Diversified & Production |
| 7.86% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,836 |
|
|
| 1,826 |
|
|
| 1,652 |
| ||||||||||||||||||||
AP Gaming I LLC |
| Hotel, Gaming & Leisure |
| 5.61% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,444 |
|
|
| 2,440 |
|
|
| 2,437 |
| ||||||||||||||||||||
APC Aftermarket |
| Automotive |
| 7.18% (LIBOR +5%) |
| 05/09/2017 |
| 05/10/2024 |
|
| 489 |
|
|
| 482 |
|
|
| 372 |
| ||||||||||||||||||||
APFS Staffing Holdings Inc |
| Services: Consumer |
| 7.06% (LIBOR +5%) |
| 04/04/2019 |
| 04/10/2026 |
|
| 1,995 |
|
|
| 1,957 |
|
|
| 1,988 |
|
72
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 575 |
|
|
| 573 |
|
|
| 288 |
| |
American Sportsman Holdings Co |
| Retail |
| 6.6% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,900 |
|
|
| 3,866 |
|
|
| 3,296 |
|
Ansira Holdings, Inc. (3) |
| Media: Diversified & Production |
| 7.36% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 608 |
|
|
| 400 |
|
|
| 249 |
|
Ansira Holdings, Inc. |
| Media: Diversified & Production |
| 7.36% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,827 |
|
|
| 1,818 |
|
|
| 1,370 |
|
AP Gaming I LLC |
| Hotel, Gaming & Leisure |
| 5.1% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,432 |
|
|
| 2,428 |
|
|
| 1,909 |
|
APC Aftermarket |
| Automotive |
| 6.72% (LIBOR +5%) |
| 11/11/2019 |
| 05/09/2025 |
|
| 184 |
|
|
| 142 |
|
|
| 146 |
|
APC Aftermarket |
| Automotive |
| 6.72% (LIBOR +5%) |
| 11/12/2019 |
| 05/10/2024 |
|
| 328 |
|
|
| 241 |
|
|
| 109 |
|
APFS Staffing Holdings Inc |
| Services: Consumer |
| 5.68% (LIBOR +4.75%) |
| 04/04/2019 |
| 04/15/2026 |
|
| 1,980 |
|
|
| 1,945 |
|
|
| 1,638 |
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 6.19% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,970 |
|
|
| 1,970 |
|
|
| 1,960 |
|
Ascend Performance Materials Operations LLC |
| Chemicals, Plastics & Rubber |
| 7.19% (LIBOR +5.25%) |
| 08/16/2019 |
| 08/27/2026 |
|
| 877 |
|
|
| 861 |
|
|
| 781 |
|
Avaya Inc |
| Telecommunications |
| 4.95% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,345 |
|
|
| 2,328 |
|
|
| 2,023 |
|
Axiom Global Inc |
| Services: Business |
| 6.21% (LIBOR +4.75%) |
| 09/25/2019 |
| 10/01/2026 |
|
| 2,993 |
|
|
| 2,964 |
|
|
| 2,933 |
|
Barbri Inc |
| Media: Diversified & Production |
| 5.77% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,112 |
|
|
| 2,607 |
|
BCP Qualtek Merger Sub LLC |
| Telecommunications |
| 8.03% (LIBOR +6.25%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,850 |
|
|
| 3,791 |
|
|
| 3,446 |
|
Big Ass Fans LLC |
| Capital Equipment |
| 5.69% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,443 |
|
|
| 2,436 |
|
|
| 2,150 |
|
Big River Steel LLC |
| Metals & Mining |
| 6.94% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,950 |
|
|
| 1,939 |
|
|
| 1,872 |
|
BI-LO LLC |
| Retail |
| 9.74% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,478 |
|
|
| 1,436 |
|
|
| 1,215 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.12% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,918 |
|
|
| 2,900 |
|
|
| 2,366 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 5.94% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,160 |
|
|
| 3,148 |
|
|
| 2,734 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 6.1% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/18/2025 |
|
| 1,975 |
|
|
| 1,893 |
|
|
| 1,629 |
|
Canister International Group Inc |
| Forest Products & Paper |
| 6.35% (LIBOR +4.75%) |
| 12/18/2019 |
| 12/21/2026 |
|
| 2,000 |
|
|
| 1,981 |
|
|
| 1,725 |
|
CC Amulet Intermediate, LLC (4) |
| Healthcare & Pharmaceuticals |
| 7% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 1,538 |
|
|
| 82 |
|
|
| (54 | ) |
CC Amulet Intermediate, LLC |
| Healthcare & Pharmaceuticals |
| 6.35% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,401 |
|
|
| 3,377 |
|
|
| 3,078 |
|
Cengage Learning Acquisitions, Inc. |
| Media: Advertising, Printing & Publishing |
| 5.85% (LIBOR +4.25%) |
| 11/07/2019 |
| 06/07/2023 |
|
| 2,984 |
|
|
| 2,783 |
|
|
| 2,447 |
|
Clarity Telecom, LLC |
| Telecommunications |
| 5.85% (LIBOR +4.25%) |
| 06/27/2019 |
| 08/31/2026 |
|
| 788 |
|
|
| 781 |
|
|
| 670 |
|
Clear Balance Holdings, LLC |
| Banking, Finance, Insurance & Real Estate |
| 7.69% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,771 |
|
|
| 4,757 |
|
|
| 4,627 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 10.6% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| - |
|
|
| - |
|
|
| - |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 9.5% (LIBOR +8.5%) |
| 03/27/2020 |
| 03/27/2024 |
|
| 331 |
|
|
| 305 |
|
|
| 285 |
|
Conyers Park Parent Merger Sub Inc |
| Beverage, Food & Tobacco |
| 4.55% (LIBOR +3.75%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,895 |
|
|
| 1,890 |
|
|
| 1,772 |
|
CT Technologies Intermediate Holdings, Inc |
| Healthcare & Pharmaceuticals |
| 5.85% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,895 |
|
|
| 1,898 |
|
|
| 1,499 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 4.85% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 245 |
|
|
| 245 |
|
|
| 242 |
|
Discovery Practice Management, Inc. |
| Healthcare & Pharmaceuticals |
| 6.28% (LIBOR +4.5%) |
| 07/22/2019 |
| 06/15/2024 |
|
| 4,962 |
|
|
| 4,941 |
|
|
| 4,440 |
|
Drilling Info Inc. |
| High Tech Industries |
| 5.85% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,432 |
|
|
| 4,415 |
|
|
| 3,545 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 6.35% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,463 |
|
|
| 1,454 |
|
|
| 1,324 |
|
E2open, LLC |
| Transportation: Cargo |
| 7.36% (LIBOR +5.75%) |
| 06/21/2019 |
| 11/26/2024 |
|
| 4,975 |
|
|
| 4,932 |
|
|
| 4,787 |
|
Eliassen Group, LLC |
| Services: Business |
| 6.1% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,638 |
|
|
| 4,620 |
|
|
| 4,289 |
|
Empower Payments Acquisition |
| Services: Business |
| 5.94% (LIBOR +4%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 3,950 |
|
|
| 3,942 |
|
|
| 3,427 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 4.2% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,561 |
|
|
| 2,548 |
|
|
| 2,200 |
|
Gold Standard Baking, Inc. (11) |
| Wholesale |
| 8.5% (LIBOR +6.5%) |
| 05/19/2015 |
| 07/23/2022 |
|
| 2,577 |
|
|
| 2,391 |
|
|
| 1,160 |
|
Golden West Packaging Group LLC |
| Containers, Packaging & Glass |
| 7.35% (LIBOR +5.75%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,586 |
|
|
| 4,572 |
|
|
| 4,126 |
|
Granite Holdings US Acquisition Co |
| Capital Equipment |
| 7.21% (LIBOR +5.25%) |
| 09/25/2019 |
| 09/30/2026 |
|
| 2,919 |
|
|
| 2,837 |
|
|
| 2,116 |
|
Great Dane Merger Sub Inc |
| High Tech Industries |
| 5.1% (LIBOR +3.5%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,948 |
|
|
| 2,937 |
|
|
| 2,476 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 7.44% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,944 |
|
|
| 1,922 |
|
|
| 1,847 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 5.6% (LIBOR +4%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,888 |
|
|
| 4,871 |
|
|
| 4,374 |
|
Hoffman Southwest Corporation |
| Environmental Industries |
| 6.44% (LIBOR +4.5%) |
| 05/16/2019 |
| 08/14/2023 |
|
| 1,610 |
|
|
| 1,597 |
|
|
| 1,513 |
|
73
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Hotel, Gaming & Leisure |
| 6.44% (LIBOR +4.5%) |
| 03/08/2019 |
| 04/28/2025 |
|
| 1,771 |
|
|
| 1,764 |
|
|
| 1,063 |
| |
Idera Inc |
| High Tech Industries |
| 5.61% (LIBOR +4%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,302 |
|
|
| 2,288 |
|
|
| 2,026 |
|
Infoblox Inc. |
| High Tech Industries |
| 6.1% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,109 |
|
|
| 2,083 |
|
|
| 1,877 |
|
Institutional Shareholder Services, Inc. |
| Services: Business |
| 6.44% (LIBOR +4.5%) |
| 03/04/2019 |
| 02/26/2026 |
|
| 1,980 |
|
|
| 1,963 |
|
|
| 1,653 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 7.6% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 2,963 |
|
|
| 2,940 |
|
|
| 2,711 |
|
International Textile Group Inc |
| Consumer goods: Durable |
| 6.58% (LIBOR +5%) |
| 04/20/2018 |
| 04/19/2024 |
|
| 956 |
|
|
| 953 |
|
|
| 655 |
|
Isagenix International LLC |
| Services: Consumer |
| 7.02% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,823 |
|
|
| 1,810 |
|
|
| 679 |
|
Liaison |
| Services: Business |
| 6.41% (LIBOR +4.5%) |
| 12/13/2019 |
| 12/20/2026 |
|
| 2,494 |
|
|
| 2,488 |
|
|
| 2,157 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.06% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,053 |
|
|
| 2,007 |
|
|
| 1,650 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.31% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 465 |
|
|
| 463 |
|
|
| 430 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.31% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 1,800 |
|
|
| 1,794 |
|
|
| 1,665 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 6.35% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,948 |
|
|
| 2,926 |
|
|
| 2,874 |
|
Mavenir Systems Inc |
| Telecommunications |
| 7% (LIBOR +6%) |
| 05/01/2018 |
| 05/01/2025 |
|
| 1,965 |
|
|
| 1,936 |
|
|
| 1,710 |
|
MDVIP Inc |
| Healthcare & Pharmaceuticals |
| 5.85% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 2,213 |
|
|
| 2,210 |
|
|
| 1,870 |
|
Merrill Communications LLC |
| Media: Advertising, Printing & Publishing |
| 6.91% (LIBOR +5%) |
| 09/26/2019 |
| 09/25/2026 |
|
| 1,995 |
|
|
| 1,976 |
|
|
| 1,776 |
|
Miller's Ale House Inc |
| Hotel, Gaming & Leisure |
| 5.76% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,358 |
|
|
| 2,349 |
|
|
| 1,710 |
|
MRI SOFTWARE LLC (5)(9) |
| Construction & Building |
| 6.95% (LIBOR +5.5%) |
| 01/31/2020 |
| 02/10/2026 |
|
| 222 |
|
|
| (1 | ) |
|
| (26 | ) |
MRI Software LLC |
| Construction & Building |
| 7.1% (LIBOR +5.5%) |
| 01/31/2020 |
| 02/10/2026 |
|
| 1,278 |
|
|
| 1,272 |
|
|
| 1,131 |
|
Nasco Healthcare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.28% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,431 |
|
|
| 4,427 |
|
|
| 4,121 |
|
National Seating & Mobility Inc |
| Healthcare & Pharmaceuticals |
| 7.19% (LIBOR +5.25%) |
| 11/12/2019 |
| 11/16/2026 |
|
| 2,307 |
|
|
| 2,285 |
|
|
| 2,076 |
|
New Insight Holdings Inc |
| Services: Business |
| 7.26% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,955 |
|
|
| 1,889 |
|
|
| 1,760 |
|
NextCare, Inc. (6)(9) |
| Healthcare & Pharmaceuticals |
| 5.95% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 630 |
|
|
| (4 | ) |
|
| (63 | ) |
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 3,807 |
|
|
| 3,781 |
|
|
| 3,426 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 6.56% (LIBOR +4.5%) |
| 03/28/2018 |
| 03/28/2025 |
|
| 4,165 |
|
|
| 4,150 |
|
|
| 3,540 |
|
Oak Point Partners, LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.25% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 2,925 |
|
|
| 2,904 |
|
|
| 2,779 |
|
OB Hospitalist Group Inc |
| Healthcare & Pharmaceuticals |
| 5.95% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,192 |
|
|
| 2,185 |
|
|
| 1,830 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 5.6% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,943 |
|
|
| 1,936 |
|
|
| 1,457 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 559 |
|
|
| 555 |
|
|
| 531 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 03/04/2019 |
| 10/21/2024 |
|
| 825 |
|
|
| 818 |
|
|
| 784 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 1,911 |
|
|
| 1,897 |
|
|
| 1,816 |
|
OSM MSO, LLC |
| Healthcare & Pharmaceuticals |
| 6.94% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,898 |
|
|
| 3,871 |
|
|
| 3,421 |
|
Output Services Group Inc |
| Services: Business |
| 6.11% (LIBOR +4.5%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,412 |
|
|
| 4,397 |
|
|
| 3,772 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 5.6% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,299 |
|
|
| 2,291 |
|
|
| 1,966 |
|
Parts Town |
| Beverage, Food & Tobacco |
| 7.44% (LIBOR +5.5%) |
| 11/07/2019 |
| 10/15/2025 |
|
| 998 |
|
|
| 993 |
|
|
| 993 |
|
Patriot Rail Co LLC |
| Transportation: Cargo |
| 7.08% (LIBOR +5.25%) |
| 10/15/2019 |
| 10/11/2026 |
|
| 3,500 |
|
|
| 3,434 |
|
|
| 3,063 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 6.6% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,955 |
|
|
| 2,931 |
|
|
| 2,290 |
|
Pivotal Payments |
| Services: Business |
| 6.6% (LIBOR +5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,719 |
|
|
| 3,697 |
|
|
| 3,384 |
|
PLH Group Inc |
| Energy: Oil & Gas |
| 7.74% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,844 |
|
|
| 3,780 |
|
|
| 3,171 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 6.69% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 2,963 |
|
|
| 2,868 |
|
|
| 2,614 |
|
Portillo's Holdings, LLC |
| Beverage, Food & Tobacco |
| 7.44% (LIBOR +5.5%) |
| 11/27/2019 |
| 09/06/2024 |
|
| 1,990 |
|
|
| 1,971 |
|
|
| 1,642 |
|
Premise Health Holding Corp (7)(9) |
| Healthcare & Pharmaceuticals |
| 4.95% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 71 |
|
|
| - |
|
|
| (11 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 5.44% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 887 |
|
|
| 884 |
|
|
| 754 |
|
Project Leopard Holdings Inc |
| High Tech Industries |
| 6.1% (LIBOR +4.5%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,706 |
|
|
| 1,704 |
|
|
| 1,504 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 4.75% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,955 |
|
|
| 1,942 |
|
|
| 1,861 |
|
Pure Fishing Inc |
| Consumer goods: Non-Durable |
| 6.1% (LIBOR +4.5%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,188 |
|
|
| 1,149 |
|
|
| 970 |
|
74
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Services: Business |
| 5.6% (LIBOR +4%) |
| 03/29/2019 |
| 04/03/2026 |
|
| 2,084 |
|
|
| 2,075 |
|
|
| 2,022 |
| |
Quidditch Acquisition Inc |
| Beverage, Food & Tobacco |
| 8.6% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,001 |
|
|
| 987 |
|
|
| 851 |
|
Red Ventures LLC |
| Media: Advertising, Printing & Publishing |
| 4.11% (LIBOR +2.5%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,013 |
|
|
| 2,000 |
|
|
| 1,698 |
|
Silverback Merger Sub Inc |
| High Tech Industries |
| 4.56% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,170 |
|
|
| 1,168 |
|
|
| 1,020 |
|
SMS Systems Maintenance Services Inc |
| High Tech Industries |
| 6.6% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,903 |
|
|
| 2,895 |
|
|
| 2,021 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 7.76% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 2,754 |
|
|
| 2,737 |
|
|
| 2,616 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 7.76% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 235 |
|
|
| 234 |
|
|
| 224 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 7.76% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 1,889 |
|
|
| 1,878 |
|
|
| 1,795 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 7.86% (LIBOR +6.25%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,219 |
|
|
| 1,211 |
|
|
| 987 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 7.58% (LIBOR +6%) |
| 11/06/2019 |
| 08/16/2024 |
|
| 998 |
|
|
| 923 |
|
|
| 808 |
|
Teneo Holdings LLC |
| Services: Business |
| 6.25% (LIBOR +5.25%) |
| 07/15/2019 |
| 07/11/2025 |
|
| 2,239 |
|
|
| 2,160 |
|
|
| 1,836 |
|
Titan Sub LLC |
| Aerospace & Defense |
| 6.6% (LIBOR +5%) |
| 09/19/2019 |
| 09/21/2026 |
|
| 2,244 |
|
|
| 2,224 |
|
|
| 1,913 |
|
TOMS Shoes LLC |
| Retail |
| 6.27% (LIBOR +5%) |
| 12/27/2019 |
| 12/31/2025 |
|
| 665 |
|
|
| 665 |
|
|
| 428 |
|
TOMS Shoes LLC |
| Retail |
| 6.77% (LIBOR +5.5%) |
| 12/20/2019 |
| 09/30/2025 |
|
| 310 |
|
|
| 310 |
|
|
| 254 |
|
Tupelo Buyer Inc |
| Transportation: Cargo |
| 5.35% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,177 |
|
|
| 2,165 |
|
|
| 1,850 |
|
Uber Technologies, Inc. |
| Services: Consumer |
| 5% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,751 |
|
|
| 2,741 |
|
|
| 2,588 |
|
Unified Physician Management, LLC |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 12/12/2019 |
| 11/27/2023 |
|
| 2,369 |
|
|
| 2,347 |
|
|
| 2,274 |
|
Upstream Newco Inc |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 10/24/2019 |
| 11/20/2026 |
|
| 2,933 |
|
|
| 2,919 |
|
|
| 2,449 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 5.85% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 203 |
|
|
| 176 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 5.6% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,470 |
|
|
| 2,465 |
|
|
| 2,013 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 7.69% (LIBOR +6%) |
| 08/13/2019 |
| 08/16/2025 |
|
| 1,950 |
|
|
| 1,827 |
|
|
| 1,609 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 6.72% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,221 |
|
|
| 2,191 |
|
|
| 2,099 |
|
Women's Care Florida LLP |
| Healthcare & Pharmaceuticals |
| 6.1% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,888 |
|
|
| 4,871 |
|
|
| 4,399 |
|
Yak Access LLC |
| Energy: Oil & Gas |
| 6.6% (LIBOR +5%) |
| 06/29/2018 |
| 07/11/2025 |
|
| 2,850 |
|
|
| 2,785 |
|
|
| 2,109 |
|
Zenith American Holding, Inc. |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 3,938 |
|
|
| 3,929 |
|
|
| 3,702 |
|
Zenith American Holding, Inc. (8) |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 496 |
|
|
| 119 |
|
|
| 94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 292,884 |
|
| $ | 254,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 315,833 |
|
| $ | 272,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 9.91% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
| $ | 993 |
|
| $ | 995 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 12% (LIBOR +11%) |
| 03/27/2020 |
| 03/27/2025 |
|
| 282 |
|
|
| 34 |
|
|
| 63 |
|
DiversiTech Holdings Inc |
| Consumer goods: Durable |
| 9.44% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,988 |
|
|
| 1,636 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 10.44% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 489 |
|
|
| 456 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 8.6% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 972 |
|
|
| 849 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 9.6% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 695 |
|
|
| 687 |
|
TKC Holdings Inc |
| Services: Business |
| 9.61% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,841 |
|
|
| 1,434 |
|
Wash Multifamily Acquisition Inc. |
| Services: Consumer |
| 8.6% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 338 |
|
Wash Multifamily Acquisition Inc. |
| Services: Consumer |
| 8.6% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,510 |
|
| $ | 6,517 |
|
75
Logan JV Loan Portfolio as of March 31, 2020
(dollar amounts in thousands)
Type of Investment/ Portfolio company (10) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,510 |
|
| $ | 6,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Constellis Holdings, LLC |
| Aerospace & Defense |
|
|
| 03/27/2020 |
|
|
|
| 20 |
|
| $ | 204 |
|
| $ | 7 |
|
TOMS Shoes LLC |
| Retail |
|
|
| 12/27/2019 |
|
|
|
| 9 |
|
|
| 575 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 779 |
|
| $ | 7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 779 |
|
| $ | 7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 324,122 |
|
| $ | 278,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dreyfus Government Cash Management Fund |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 8,833 |
|
| $ | 8,833 |
|
Other cash accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 698 |
|
|
| 698 |
|
Total Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 9,531 |
|
| $ | 9,531 |
|
(1) | Variable interest rates indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates, at the borrower’s option. LIBOR rates are subject to interest rate floors. As of March 31, 2020, the 30-day, 60-day, 90-day and 180-day LIBOR rates were 0.99%, 1.26%, 1.45% and 1.18%, respectively. |
(2) | Represents fair value in accordance with ASC Topic 820. |
(3) | Represents a delayed draw commitment of $608,168, of which $206,785 was unfunded as of March 31, 2020. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(4) | Represents a delayed draw commitment of $1,538,462, of which, $1,446,154 was unfunded as of March 31, 2020. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(5) | Represents a delayed draw commitment of $222,229, which was unfunded as of March 31, 2020. Issuer pays 0.50% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(6) | Represents a delayed draw commitment of $630,036, which was unfunded as of March 31, 2020. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(7) | Represents a delayed draw commitment of $71,456, which was unfunded as of March 31, 2020. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(8) | Represents a delayed draw commitment of $495,893, of which $372,386 was unfunded as of March 31, 2020. Unfunded amounts of a delayed draw position have a lower rate than the contractual fully funded rate. Issuer pays 1.00% unfunded commitment fee on delayed draw term loan and/or revolving loan facilities. |
(9) | Unfunded amount will start to accrue interest when the position is funded. Three month LIBOR as of March 31, 2020 is shown to reflect possible projected interest rate. |
(10) | All investments are pledged as collateral for loans payable unless otherwise noted. |
(11) | Loan was on non-accrual as of March 31, 2020. |
76
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 6.58% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,980 |
|
|
| 1,980 |
|
|
| 1,970 |
| |
Ascend Performance Materials Operations LLC |
| Chemicals, Plastics & Rubber |
| 7.4% (LIBOR +5.25%) |
| 08/16/2019 |
| 08/27/2026 |
|
| 1,150 |
|
|
| 1,127 |
|
|
| 1,156 |
|
ATI Merger Sub Inc. |
| Healthcare & Pharmaceuticals |
| 6.7% (LIBOR +4.5%) |
| 12/19/2018 |
| 12/05/2025 |
|
| 4,301 |
|
|
| 4,262 |
|
|
| 4,279 |
|
Avaya Inc |
| Telecommunications |
| 6.43% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,568 |
|
|
| 2,548 |
|
|
| 2,447 |
|
Axiom Global Inc (10) |
| Services: Business |
| 6.84% (LIBOR +4.75%) |
| 09/25/2019 |
| 09/25/2026 |
|
| 3,000 |
|
|
| 2,970 |
|
|
| 2,970 |
|
Barbri Inc |
| Media: Diversified & Production |
| 6.46% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,111 |
|
|
| 3,090 |
|
BCP Qualtek Merger Sub LLC |
| Telecommunications |
| 8.01% (LIBOR +5.75%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,900 |
|
|
| 3,835 |
|
|
| 3,816 |
|
Big Ass Fans LLC |
| Capital Equipment |
| 6.08% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,456 |
|
|
| 2,447 |
|
|
| 2,464 |
|
Big River Steel LLC |
| Metals & Mining |
| 7.33% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,960 |
|
|
| 1,947 |
|
|
| 1,950 |
|
BI-LO LLC |
| Retail |
| 10.34% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,485 |
|
|
| 1,439 |
|
|
| 1,421 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.58% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,933 |
|
|
| 2,913 |
|
|
| 2,874 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 6.32% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,176 |
|
|
| 3,163 |
|
|
| 3,168 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 6.61% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/18/2025 |
|
| 1,985 |
|
|
| 1,896 |
|
|
| 1,945 |
|
CC Amulet Intermediate, LLC (4)(11) |
| Healthcare & Pharmaceuticals |
| 3.09% (LIBOR +1%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 1,538 |
|
|
| (5 | ) |
|
| (4 | ) |
CC Amulet Intermediate, LLC |
| Healthcare & Pharmaceuticals |
| 6.87% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,418 |
|
|
| 3,392 |
|
|
| 3,410 |
|
Clarity Telecom, LLC |
| Telecommunications |
| 6.61% (LIBOR +4.5%) |
| 06/27/2019 |
| 08/31/2026 |
|
| 4,000 |
|
|
| 3,960 |
|
|
| 4,005 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.37% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 2,100 |
|
|
| 2,059 |
|
|
| 2,069 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.39% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 1,400 |
|
|
| 1,372 |
|
|
| 1,379 |
|
Clear Balance Holdings, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.08% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,795 |
|
|
| 4,781 |
|
|
| 4,795 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 10.86% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| 1,238 |
|
|
| 1,224 |
|
|
| 690 |
|
Connect Finco SARL (10) |
| Telecommunications |
| 6.59% (LIBOR +4.5%) |
| 09/23/2019 |
| 09/23/2026 |
|
| 1,432 |
|
|
| 1,403 |
|
|
| 1,412 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 7.26% (LIBOR +5%) |
| 04/18/2017 |
| 04/21/2024 |
|
| 1,955 |
|
|
| 1,942 |
|
|
| 1,200 |
|
Conyers Park Parent Merger Sub Inc |
| Beverage, Food & Tobacco |
| 5.84% (LIBOR +3.5%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,960 |
|
|
| 1,953 |
|
|
| 1,966 |
|
CryoLife Inc |
| Healthcare & Pharmaceuticals |
| 5.58% (LIBOR +3.25%) |
| 11/15/2017 |
| 12/02/2024 |
|
| 1,965 |
|
|
| 1,958 |
|
|
| 1,973 |
|
CT Technologies Intermediate Holdings, Inc |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,905 |
|
|
| 1,909 |
|
|
| 1,748 |
|
Datto, Inc. |
| Services: Business |
| 6.58% (LIBOR +4.25%) |
| 03/29/2019 |
| 04/02/2026 |
|
| 1,870 |
|
|
| 1,862 |
|
|
| 1,891 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 5.36% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 246 |
|
|
| 246 |
|
|
| 243 |
|
Discovery Practice Management, Inc. |
| Healthcare & Pharmaceuticals |
| 6.61% (LIBOR +4.5%) |
| 07/22/2019 |
| 06/15/2024 |
|
| 4,987 |
|
|
| 4,963 |
|
|
| 4,925 |
|
Drilling Info Inc. |
| High Tech Industries |
| 6.36% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,454 |
|
|
| 4,436 |
|
|
| 4,436 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 6.86% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,470 |
|
|
| 1,460 |
|
|
| 1,477 |
|
E2open, LLC |
| Transportation: Cargo |
| 7.87% (LIBOR +5.75%) |
| 06/21/2019 |
| 11/26/2024 |
|
| 5,000 |
|
|
| 4,952 |
|
|
| 4,950 |
|
Eliassen Group, LLC |
| Services: Business |
| 6.61% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,650 |
|
|
| 4,630 |
|
|
| 4,627 |
|
Empower Payments Acquisition |
| Services: Business |
| 6.11% (LIBOR +4%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 3,970 |
|
|
| 3,961 |
|
|
| 3,946 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.31% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,574 |
|
|
| 2,559 |
|
|
| 2,587 |
|
Gold Standard Baking, Inc. (13) |
| Wholesale |
| 6.88% (LIBOR +4.5%) |
| 05/19/2015 |
| 07/23/2022 |
|
| 2,518 |
|
|
| 2,423 |
|
|
| 1,435 |
|
Golden West Packaging Group LLC |
| Containers, Packaging & Glass |
| 7.36% (LIBOR +5.25%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,693 |
|
|
| 4,677 |
|
|
| 4,693 |
|
Granite Holdings US Acquisition Co (10) |
| Capital Equipment |
| 7.34% (LIBOR +5.25%) |
| 09/25/2019 |
| 09/25/2026 |
|
| 2,933 |
|
|
| 2,845 |
|
|
| 2,864 |
|
Great Dane Merger Sub Inc |
| High Tech Industries |
| 5.61% (LIBOR +3.5%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,963 |
|
|
| 2,951 |
|
|
| 2,927 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 7.83% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,954 |
|
|
| 1,927 |
|
|
| 1,949 |
|
Heartland Dental LLC (5)(11) |
| Healthcare & Pharmaceuticals |
| 5.84% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/17/2025 |
|
| 33 |
|
|
| - |
|
|
| (1 | ) |
Heartland Dental LLC |
| Healthcare & Pharmaceuticals |
| 5.86% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/30/2025 |
|
| 1,450 |
|
|
| 1,444 |
|
|
| 1,422 |
|
Help/Systems Holdings, Inc. |
| High Tech Industries |
| 6.08% (LIBOR +3.75%) |
| 03/23/2018 |
| 03/28/2025 |
|
| 1,975 |
|
|
| 1,971 |
|
|
| 1,973 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.11% (LIBOR +4%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,913 |
|
|
| 4,894 |
|
|
| 4,827 |
|
Hoffman Southwest Corporation |
| Environmental Industries |
| 6.83% (LIBOR +4.5%) |
| 05/16/2019 |
| 08/14/2023 |
|
| 1,610 |
|
|
| 1,595 |
|
|
| 1,594 |
|
Hornblower Sub LLC |
| Hotel, Gaming & Leisure |
| 6.83% (LIBOR +4.5%) |
| 03/08/2019 |
| 04/27/2025 |
|
| 1,771 |
|
|
| 1,763 |
|
|
| 1,779 |
|
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ticketek Pty Ltd (9) |
| Services: Consumer |
| 6.16% (LIBOR +4.25%) |
| 11/22/2019 |
| 11/23/2026 |
|
| 1,500 |
|
| $ | 1,485 |
|
| $ | 1,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Australia |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,485 |
|
| $ | 1,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avison Young Canada, Inc. |
| Services: Business |
| 6.91% (LIBOR +5%) |
| 03/07/2019 |
| 02/01/2026 |
|
| 3,964 |
|
| $ | 3,893 |
|
| $ | 3,903 |
|
PNI Canada Acquireco Corp |
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,716 |
|
|
| 1,709 |
|
|
| 1,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Canada |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 5,602 |
|
| $ | 5,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhodia Acetow |
| Consumer goods: Non-Durable |
| 7.42% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 975 |
|
| $ | 967 |
|
| $ | 887 |
|
VAC Germany Holding GmbH |
| Metals & Mining |
| 5.94% (LIBOR +4%) |
| 02/26/2018 |
| 3/8/2025 |
|
| 2,948 |
|
|
| 2,936 |
|
|
| 2,520 |
|
Total Germany |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,903 |
|
| $ | 3,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travelport Finance |
| Services: Consumer |
| 6.94% (LIBOR +5%) |
| 03/18/2019 |
| 05/30/2026 |
|
| 2,993 |
|
| $ | 2,937 |
|
| $ | 2,807 |
|
Total Luxembourg |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 2,937 |
|
| $ | 2,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxey Bidco Ltd. |
| Services: Consumer |
| 6.8% (LIBOR +5%) |
| 08/07/2018 |
| 06/16/2025 |
|
| 5,000 |
|
| $ | 4,836 |
|
| $ | 4,850 |
|
Connect Finco SARL (9) |
| Telecommunications |
| 6.41% (LIBOR +4.5%) |
| 09/23/2019 |
| 12/11/2026 |
|
| 1,432 |
|
|
| 1,403 |
|
|
| 1,442 |
|
EG Group |
| Retail |
| 5.96% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,816 |
|
|
| 2,806 |
|
|
| 2,811 |
|
Total United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 9,045 |
|
| $ | 9,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1A Smart Start, LLC (13) |
| Services: Consumer |
| 6.3% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,302 |
|
| $ | 4,291 |
|
| $ | 4,302 |
|
A Place for Mom, Inc. |
| Media: Advertising, Printing & Publishing |
| 5.55% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,910 |
|
|
| 3,897 |
|
|
| 3,851 |
|
A10 Capital, LLC (13) |
| Banking, Finance, Insurance & Real Estate |
| 8.24% (LIBOR +6.5%) |
| 04/25/2018 |
| 05/01/2023 |
|
| 5,000 |
|
|
| 4,967 |
|
|
| 4,950 |
|
Achilles Acquisition, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.81% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 3,970 |
|
|
| 3,962 |
|
|
| 4,017 |
|
Advanced Integration Technology, LP |
| Aerospace & Defense |
| 6.55% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,935 |
|
|
| 1,925 |
|
|
| 1,904 |
|
Advisor Group Holdings, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.8% (LIBOR +5%) |
| 07/31/2019 |
| 07/31/2026 |
|
| 1,714 |
|
|
| 1,698 |
|
|
| 1,705 |
|
AG Parent Holdings, LLC |
| High Tech Industries |
| 6.91% (LIBOR +5%) |
| 07/30/2019 |
| 07/31/2026 |
|
| 2,667 |
|
|
| 2,642 |
|
|
| 2,649 |
|
AgroFresh Inc. |
| Chemicals, Plastics & Rubber |
| 6.55% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,915 |
|
|
| 1,911 |
|
|
| 1,637 |
|
Air Medical Group Holdings, Inc. |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,205 |
|
|
| 2,193 |
|
|
| 2,144 |
|
Alcami Carolinas Corp |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,950 |
|
|
| 3,934 |
|
|
| 3,634 |
|
Alchemy US Holdco 1, LLC |
| Chemicals, Plastics & Rubber |
| 7.29% (LIBOR +5.5%) |
| 10/01/2018 |
| 10/10/2025 |
|
| 1,950 |
|
|
| 1,926 |
|
|
| 1,921 |
|
AMCP Clean Acquisition Co, LLC |
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 6/16/2025 |
|
| 2,383 |
|
|
| 2,374 |
|
|
| 2,329 |
|
AMCP Clean Acquisition Co, LLC |
| Wholesale |
| 6.19% (LIBOR +4.25%) |
| 07/10/2018 |
| 6/16/2025 |
|
| 577 |
|
|
| 574 |
|
|
| 564 |
|
American Sportsman Holdings Co |
| Retail |
| 6.8% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,910 |
|
|
| 3,874 |
|
|
| 3,906 |
|
Ansira Holdings, Inc. (3) |
| Media: Diversified & Production |
| 7.55% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 609 |
|
|
| 401 |
|
|
| 341 |
|
Ansira Holdings, Inc. (13) |
| Media: Diversified & Production |
| 7.55% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,831 |
|
|
| 1,822 |
|
|
| 1,648 |
|
77
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 6.62% (LIBOR +4.5%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,314 |
|
|
| 2,298 |
|
|
| 2,316 |
| |
Infoblox Inc. |
| High Tech Industries |
| 6.61% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,120 |
|
|
| 2,090 |
|
|
| 2,133 |
|
Institutional Shareholder Services, Inc. |
| Services: Business |
| 6.83% (LIBOR +4.5%) |
| 03/04/2019 |
| 02/26/2026 |
|
| 1,990 |
|
|
| 1,972 |
|
|
| 1,970 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 8.11% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 2,978 |
|
|
| 2,953 |
|
|
| 2,982 |
|
International Textile Group Inc |
| Consumer goods: Durable |
| 7.1% (LIBOR +5%) |
| 04/20/2018 |
| 04/19/2024 |
|
| 969 |
|
|
| 965 |
|
|
| 828 |
|
Isagenix International LLC |
| Services: Consumer |
| 7.85% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,874 |
|
|
| 1,859 |
|
|
| 1,448 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.66% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,132 |
|
|
| 2,078 |
|
|
| 1,937 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.58% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 467 |
|
|
| 465 |
|
|
| 465 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.58% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 1,809 |
|
|
| 1,802 |
|
|
| 1,800 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 6.86% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,963 |
|
|
| 2,938 |
|
|
| 2,948 |
|
Mavenir Systems Inc |
| Telecommunications |
| 8.34% (LIBOR +6%) |
| 05/01/2018 |
| 05/01/2025 |
|
| 1,975 |
|
|
| 1,943 |
|
|
| 1,950 |
|
MCS Group Holdings LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.86% (LIBOR +4.75%) |
| 05/12/2017 |
| 05/20/2024 |
|
| 1,955 |
|
|
| 1,948 |
|
|
| 886 |
|
MDVIP Inc |
| Healthcare & Pharmaceuticals |
| 6.36% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 4,224 |
|
|
| 4,213 |
|
|
| 4,198 |
|
Merrill Communications LLC (10) |
| Media: Advertising, Printing & Publishing |
| 7.09% (LIBOR +5%) |
| 09/26/2019 |
| 09/25/2026 |
|
| 2,000 |
|
|
| 1,980 |
|
|
| 1,995 |
|
Miller's Ale House Inc |
| Hotel, Gaming & Leisure |
| 6.93% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,370 |
|
|
| 2,360 |
|
|
| 2,204 |
|
MLN US Holdco LLC |
| Telecommunications |
| 6.61% (LIBOR +4.5%) |
| 07/13/2018 |
| 11/30/2025 |
|
| 2,978 |
|
|
| 2,971 |
|
|
| 2,777 |
|
Nasco Healthcare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.83% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,454 |
|
|
| 4,447 |
|
|
| 4,454 |
|
New Insight Holdings Inc |
| Services: Business |
| 7.75% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,965 |
|
|
| 1,892 |
|
|
| 1,975 |
|
NextCare, Inc. (6)(11) |
| Healthcare & Pharmaceuticals |
| 6.84% (LIBOR +4.75%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 630 |
|
|
| (5 | ) |
|
| (6 | ) |
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 6.61% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 3,826 |
|
|
| 3,797 |
|
|
| 3,788 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 6.83% (LIBOR +4.5%) |
| 03/28/2018 |
| 03/14/2025 |
|
| 4,186 |
|
|
| 4,170 |
|
|
| 4,123 |
|
Oak Point Partners, LLC |
| Banking, Finance, Insurance & Real Estate |
| 7.28% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 2,925 |
|
|
| 2,901 |
|
|
| 2,896 |
|
OB Hospitalist Group Inc |
| Healthcare & Pharmaceuticals |
| 6.29% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,192 |
|
|
| 2,184 |
|
|
| 2,186 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 6.11% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,943 |
|
|
| 1,936 |
|
|
| 1,931 |
|
OpenLink |
| High Tech Industries |
| 7.15% (LIBOR +4.5%) |
| 03/02/2018 |
| 03/21/2025 |
|
| 1,771 |
|
|
| 1,764 |
|
|
| 1,762 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.64% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 562 |
|
|
| 557 |
|
|
| 559 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.64% (LIBOR +4.5%) |
| 03/04/2019 |
| 10/21/2024 |
|
| 829 |
|
|
| 822 |
|
|
| 825 |
|
Orion Business Innovations |
| High Tech Industries |
| 6.82% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 1,921 |
|
|
| 1,905 |
|
|
| 1,911 |
|
OSM MSO, LLC |
| Healthcare & Pharmaceuticals |
| 7.33% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,960 |
|
|
| 3,928 |
|
|
| 3,881 |
|
Output Services Group Inc |
| Services: Business |
| 6.61% (LIBOR +4.5%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,434 |
|
|
| 4,417 |
|
|
| 3,880 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 6.11% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,311 |
|
|
| 2,302 |
|
|
| 2,304 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 7.11% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,970 |
|
|
| 2,944 |
|
|
| 2,851 |
|
Ping Identity Corp |
| High Tech Industries |
| 5.86% (LIBOR +3.75%) |
| 01/23/2018 |
| 01/24/2025 |
|
| 462 |
|
|
| 460 |
|
|
| 462 |
|
Pivotal Payments |
| Services: Business |
| 7.06% (LIBOR +5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,963 |
|
|
| 3,937 |
|
|
| 3,924 |
|
PLH Group Inc |
| Energy: Oil & Gas |
| 8.21% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,976 |
|
|
| 3,899 |
|
|
| 3,951 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 7.08% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 2,978 |
|
|
| 2,874 |
|
|
| 2,899 |
|
Premise Health Holding Corp (7)(11) |
| Healthcare & Pharmaceuticals |
| 5.59% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 294 |
|
|
| (1 | ) |
|
| (3 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 5.83% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 3,669 |
|
|
| 3,653 |
|
|
| 3,635 |
|
Project Leopard Holdings Inc |
| High Tech Industries |
| 6.7% (LIBOR +4.5%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,715 |
|
|
| 1,712 |
|
|
| 1,720 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 5.78% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,965 |
|
|
| 1,951 |
|
|
| 1,961 |
|
Pure Fishing Inc |
| Consumer goods: Non-Durable |
| 6.83% (LIBOR +4.5%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,194 |
|
|
| 1,151 |
|
|
| 1,067 |
|
QuickBase Inc. |
| Services: Business |
| 6.07% (LIBOR +4%) |
| 03/29/2019 |
| 04/03/2026 |
|
| 2,095 |
|
|
| 2,085 |
|
|
| 2,084 |
|
Quidditch Acquisition Inc |
| Beverage, Food & Tobacco |
| 9.11% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,006 |
|
|
| 990 |
|
|
| 1,021 |
|
Red Ventures LLC |
| Media: Advertising, Printing & Publishing |
| 5.11% (LIBOR +3%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,023 |
|
|
| 2,009 |
|
|
| 2,034 |
|
Sabre Industries Inc |
| Capital Equipment |
| 6.31% (LIBOR +4.25%) |
| 04/04/2019 |
| 04/02/2026 |
|
| 1,197 |
|
|
| 1,186 |
|
|
| 1,204 |
|
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Hotel, Gaming & Leisure |
| 5.3% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,438 |
|
|
| 2,434 |
|
|
| 2,450 |
| |
APC Aftermarket |
| Automotive |
| 6.91% (LIBOR +5%) |
| 11/11/2019 |
| 05/09/2025 |
|
| 184 |
|
|
| 140 |
|
|
| 173 |
|
APC Aftermarket |
| Automotive |
| 6.9% (LIBOR +5%) |
| 11/12/2019 |
| 05/10/2024 |
|
| 329 |
|
|
| 237 |
|
|
| 158 |
|
APFS Staffing Holdings Inc . |
| Services: Consumer |
| 6.79% (LIBOR +5%) |
| 04/04/2019 |
| 4/15/2026 |
|
| 1,990 |
|
|
| 1,954 |
|
|
| 1,990 |
|
AQA Acquisition Holdings, Inc. |
| High Tech Industries |
| 6.19% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,975 |
|
|
| 1,975 |
|
|
| 1,965 |
|
Ascend Performance Materials Operations, LLC |
| Chemicals, Plastics & Rubber |
| 7.19% (LIBOR +5.25%) |
| 08/16/2019 |
| 08/27/2026 |
|
| 1,147 |
|
|
| 1,125 |
|
|
| 1,159 |
|
Avaya, Inc. |
| Telecommunications |
| 5.99% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,345 |
|
|
| 2,327 |
|
|
| 2,308 |
|
Axiom Global, Inc. |
| Services: Business |
| 6.85% (LIBOR +4.75%) |
| 09/25/2019 |
| 10/01/2026 |
|
| 3,000 |
|
|
| 2,971 |
|
|
| 2,989 |
|
Barbri, Inc. |
| Media: Diversified & Production |
| 6.46% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,111 |
|
|
| 3,075 |
|
BCP Qualtek Merger Sub, LLC |
| Telecommunications |
| 8.18% (LIBOR +6.25%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,875 |
|
|
| 3,813 |
|
|
| 3,788 |
|
Big Ass Fans, LLC |
| Capital Equipment |
| 5.69% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,450 |
|
|
| 2,441 |
|
|
| 2,463 |
|
Big River Steel, LLC |
| Metals & Mining |
| 6.94% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,955 |
|
|
| 1,943 |
|
|
| 1,959 |
|
BI-LO, LLC |
| Retail |
| 9.89% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,478 |
|
|
| 1,434 |
|
|
| 1,370 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.12% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,925 |
|
|
| 2,906 |
|
|
| 2,921 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 5.94% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,168 |
|
|
| 3,156 |
|
|
| 3,149 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 6.3% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/18/2025 |
|
| 1,980 |
|
|
| 1,894 |
|
|
| 1,921 |
|
Canister International Group, Inc. |
| Forest Products & Paper |
| 6.51% (LIBOR +4.75%) |
| 12/18/2019 |
| 12/21/2026 |
|
| 2,000 |
|
|
| 1,980 |
|
|
| 2,009 |
|
CC Amulet Intermediate, LLC (4) (10) |
| Healthcare & Pharmaceuticals |
| 6.66% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2020 |
|
| 1,538 |
|
|
| (3 | ) |
|
| (4 | ) |
CC Amulet Intermediate, LLC (13) |
| Healthcare & Pharmaceuticals |
| 6.55% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,410 |
|
|
| 3,384 |
|
|
| 3,401 |
|
Cengage Learning Acquisitions, Inc. |
| Media: Advertising, Printing & Publishing |
| 6.05% (LIBOR +4.25%) |
| 11/07/2019 |
| 06/07/2023 |
|
| 2,992 |
|
|
| 2,774 |
|
|
| 2,869 |
|
Clarity Telecom, LLC |
| Telecommunications |
| 6.3% (LIBOR +4.5%) |
| 06/27/2019 |
| 08/31/2026 |
|
| 3,990 |
|
|
| 3,952 |
|
|
| 4,020 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.05% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 2,095 |
|
|
| 2,060 |
|
|
| 2,063 |
|
Clarkson Eyecare, LLC |
| Healthcare & Pharmaceuticals |
| 8.05% (LIBOR +6.25%) |
| 08/21/2019 |
| 04/02/2021 |
|
| 1,397 |
|
|
| 1,374 |
|
|
| 1,376 |
|
Clear Balance Holdings, LLC (13) |
| Banking, Finance, Insurance & Real Estate |
| 7.69% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,783 |
|
|
| 4,769 |
|
|
| 4,783 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 10.68% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| 1,238 |
|
|
| 1,227 |
|
|
| 644 |
|
Constellis Holdings, LLC (13) |
| Aerospace & Defense |
| 11.74% (LIBOR +10%) |
| 12/16/2019 |
| 12/16/2020 |
|
| 364 |
|
|
| 364 |
|
|
| 364 |
|
Constellis Holdings, LLC (12) |
| Aerospace & Defense |
| 6.93% (LIBOR +5%) |
| 04/18/2017 |
| 04/21/2024 |
|
| 1,955 |
|
|
| 1,943 |
|
|
| 831 |
|
Conyers Park Parent Merger Sub, Inc. |
| Beverage, Food & Tobacco |
| 5.73% (LIBOR +3.75%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,955 |
|
|
| 1,949 |
|
|
| 1,977 |
|
CT Technologies Intermediate Holdings, Inc. |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,900 |
|
|
| 1,903 |
|
|
| 1,798 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 5.05% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 246 |
|
|
| 245 |
|
|
| 245 |
|
Discovery Practice Management, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 07/22/2019 |
| 06/15/2024 |
|
| 4,975 |
|
|
| 4,952 |
|
|
| 4,913 |
|
Drilling Info, Inc. |
| High Tech Industries |
| 6.05% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,443 |
|
|
| 4,425 |
|
|
| 4,421 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 6.55% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,466 |
|
|
| 1,457 |
|
|
| 1,472 |
|
E2open, LLC (13) |
| Transportation: Cargo |
| 7.66% (LIBOR +5.75%) |
| 06/21/2019 |
| 11/26/2024 |
|
| 4,988 |
|
|
| 4,942 |
|
|
| 4,938 |
|
Eliassen Group, LLC (13) |
| Services: Business |
| 6.3% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,644 |
|
|
| 4,625 |
|
|
| 4,621 |
|
Empower Payments Acquisition |
| Services: Business |
| 5.94% (LIBOR +4%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 3,960 |
|
|
| 3,952 |
|
|
| 3,965 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.06% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,568 |
|
|
| 2,553 |
|
|
| 2,588 |
|
Gold Standard Baking, Inc. (12) |
| Wholesale |
| 6.5% (LIBOR +4.5%) |
| 05/19/2015 |
| 07/23/2022 |
|
| 2,528 |
|
|
| 2,391 |
|
|
| 1,239 |
|
Golden West Packaging Group, LLC |
| Containers, Packaging & Glass |
| 7.55% (LIBOR +5.75%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,619 |
|
|
| 4,604 |
|
|
| 4,607 |
|
Granite Holdings US Acquisition Co |
| Capital Equipment |
| 7.21% (LIBOR +5.25%) |
| 09/25/2019 |
| 09/30/2026 |
|
| 2,926 |
|
|
| 2,841 |
|
|
| 2,941 |
|
Great Dane Merger Sub, Inc. |
| High Tech Industries |
| 5.3% (LIBOR +3.5%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,955 |
|
|
| 2,944 |
|
|
| 2,914 |
|
Gruden Acquisition, Inc. |
| Transportation: Cargo |
| 7.44% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,949 |
|
|
| 1,924 |
|
|
| 1,954 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 5.8% (LIBOR +4%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,900 |
|
|
| 4,882 |
|
|
| 4,778 |
|
Hoffman Southwest Corporation (13) |
| Environmental Industries |
| 6.44% (LIBOR +4.5%) |
| 05/16/2019 |
| 08/14/2023 |
|
| 1,610 |
|
|
| 1,596 |
|
|
| 1,594 |
|
Hornblower Sub, LLC |
| Hotel, Gaming & Leisure |
| 6.44% (LIBOR +4.5%) |
| 03/08/2019 |
| 04/27/2025 |
|
| 1,771 |
|
|
| 1,763 |
|
|
| 1,780 |
|
78
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 5.61% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,176 |
|
|
| 1,174 |
|
|
| 1,000 |
| |
SMS Systems Maintenance Services Inc |
| High Tech Industries |
| 7.11% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,918 |
|
|
| 2,909 |
|
|
| 2,392 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 8.32% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 5,009 |
|
|
| 4,974 |
|
|
| 5,009 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 6.61% (LIBOR +4.5%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,225 |
|
|
| 1,217 |
|
|
| 1,222 |
|
Teneo Holdings LLC |
| Services: Business |
| 7.29% (LIBOR +5.25%) |
| 07/15/2019 |
| 07/12/2025 |
|
| 2,250 |
|
|
| 2,163 |
|
|
| 2,157 |
|
ThoughtWorks, Inc. |
| High Tech Industries |
| 6.11% (LIBOR +4%) |
| 10/06/2017 |
| 10/11/2024 |
|
| 3,951 |
|
|
| 3,941 |
|
|
| 3,961 |
|
Titan Sub LLC (10) |
| Aerospace & Defense |
| 7.09% (LIBOR +5%) |
| 09/19/2019 |
| 09/19/2026 |
|
| 2,250 |
|
|
| 2,228 |
|
|
| 2,253 |
|
TOMS Shoes LLC |
| Retail |
| 7.76% (LIBOR +5.5%) |
| 12/18/2014 |
| 10/30/2020 |
|
| 1,910 |
|
|
| 1,883 |
|
|
| 1,222 |
|
Tupelo Buyer Inc |
| Transportation: Cargo |
| 5.8% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,188 |
|
|
| 2,175 |
|
|
| 2,141 |
|
Uber Technologies, Inc. |
| Services: Consumer |
| 6.03% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,765 |
|
|
| 2,754 |
|
|
| 2,754 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 6.36% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 202 |
|
|
| 191 |
|
Utility One Source L.P. |
| Construction & Building |
| 7.83% (LIBOR +5.5%) |
| 04/07/2017 |
| 04/18/2023 |
|
| 978 |
|
|
| 972 |
|
|
| 990 |
|
Vertiv Group Corporation |
| Capital Equipment |
| 6.33% (LIBOR +4%) |
| 09/30/2016 |
| 11/30/2023 |
|
| 1,504 |
|
|
| 1,476 |
|
|
| 1,435 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 6.15% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,482 |
|
|
| 2,477 |
|
|
| 2,472 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 8.04% (LIBOR +6%) |
| 08/13/2019 |
| 08/13/2025 |
|
| 204 |
|
|
| 190 |
|
|
| 193 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 8.17% (LIBOR +6%) |
| 08/13/2019 |
| 08/16/2025 |
|
| 1,796 |
|
|
| 1,673 |
|
|
| 1,701 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 7.07% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,376 |
|
|
| 2,341 |
|
|
| 2,384 |
|
Women's Care Florida LLP |
| Healthcare & Pharmaceuticals |
| 6.61% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,913 |
|
|
| 4,895 |
|
|
| 4,888 |
|
Wrench Group LLC |
| Construction & Building |
| 6.45% (LIBOR +4.25%) |
| 04/15/2019 |
| 04/12/2026 |
|
| 3,117 |
|
|
| 3,088 |
|
|
| 3,121 |
|
Wrench Group LLC (8)(11) |
| Construction & Building |
| 6.34% (LIBOR +4.25%) |
| 04/15/2019 |
| 04/30/2026 |
|
| 1,042 |
|
|
| (10 | ) |
|
| 1 |
|
Yak Access LLC |
| Energy: Oil & Gas |
| 7.11% (LIBOR +5%) |
| 06/29/2018 |
| 07/02/2025 |
|
| 2,925 |
|
|
| 2,852 |
|
|
| 2,698 |
|
Zenith American Holding, Inc. |
| Services: Business |
| 7.58% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 3,958 |
|
|
| 3,948 |
|
|
| 3,919 |
|
Zenith American Holding, Inc.(9) |
| Services: Business |
| 7.36% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 497 |
|
|
| 120 |
|
|
| 119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 314,317 |
|
| $ | 306,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 333,934 |
|
| $ | 326,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 10.32% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
| $ | 992 |
|
| $ | 995 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 11.26% (LIBOR +9%) |
| 04/18/2017 |
| 04/21/2025 |
|
| 1,000 |
|
|
| 990 |
|
|
| 213 |
|
DigiCert, Inc. |
| High Tech Industries |
| 10.11% (LIBOR +8%) |
| 09/20/2017 |
| 10/31/2025 |
|
| 600 |
|
|
| 598 |
|
|
| 599 |
|
DiversiTech Holdings Inc |
| Consumer goods: Durable |
| 9.83% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,985 |
|
|
| 1,960 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 10.83% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 488 |
|
|
| 497 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 9.11% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 972 |
|
|
| 950 |
|
Optiv Security Inc |
| High Tech Industries |
| 9.36% (LIBOR +7.25%) |
| 01/19/2017 |
| 01/31/2025 |
|
| 1,500 |
|
|
| 1,495 |
|
|
| 729 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 10.11% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 694 |
|
|
| 695 |
|
TKC Holdings Inc |
| Services: Business |
| 10.12% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,840 |
|
|
| 1,816 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.11% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 416 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.11% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,308 |
|
|
| 2,293 |
|
|
| 2,320 |
| |
Infoblox, Inc. |
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,114 |
|
|
| 2,086 |
|
|
| 2,126 |
|
Institutional Shareholder Services, Inc. |
| Services: Business |
| 6.44% (LIBOR +4.5%) |
| 03/04/2019 |
| 3/5/2026 |
|
| 1,985 |
|
|
| 1,967 |
|
|
| 1,955 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 7.8% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 2,970 |
|
|
| 2,946 |
|
|
| 2,977 |
|
International Textile Group, Inc. |
| Consumer goods: Durable |
| 6.69% (LIBOR +5%) |
| 04/20/2018 |
| 5/1/2024 |
|
| 963 |
|
|
| 959 |
|
|
| 799 |
|
Isagenix International, LLC |
| Services: Consumer |
| 7.7% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,849 |
|
|
| 1,834 |
|
|
| 1,329 |
|
Liaison |
| Services: Business |
| 6.41% (LIBOR +4.5%) |
| 12/13/2019 |
| 12/20/2026 |
|
| 2,500 |
|
|
| 2,494 |
|
|
| 2,506 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.06% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,093 |
|
|
| 2,043 |
|
|
| 2,004 |
|
LSCS Holdings, Inc. |
| Healthcare & Pharmaceuticals |
| 6.31% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 2,270 |
|
|
| 2,262 |
|
|
| 2,248 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 6.55% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,955 |
|
|
| 2,932 |
|
|
| 2,940 |
|
Mavenir Systems, Inc. |
| Telecommunications |
| 7.91% (LIBOR +6%) |
| 05/01/2018 |
| 5/8/2025 |
|
| 1,970 |
|
|
| 1,940 |
|
|
| 1,960 |
|
MDVIP, Inc. |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 2,219 |
|
|
| 2,215 |
|
|
| 2,207 |
|
Merrill Communications, LLC |
| Media: Advertising, Printing & Publishing |
| 7.09% (LIBOR +5%) |
| 09/26/2019 |
| 09/25/2026 |
|
| 2,000 |
|
|
| 1,981 |
|
|
| 2,020 |
|
Miller's Ale House, Inc. |
| Hotel, Gaming & Leisure |
| 6.96% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,364 |
|
|
| 2,355 |
|
|
| 2,163 |
|
Nasco Healthcare, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 6.7% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,443 |
|
|
| 4,437 |
|
|
| 4,443 |
|
National Seating & Mobility, Inc. |
| Healthcare & Pharmaceuticals |
| 7.19% (LIBOR +5.25%) |
| 11/12/2019 |
| 11/16/2026 |
|
| 2,313 |
|
|
| 2,290 |
|
|
| 2,307 |
|
New Insight Holdings, Inc. |
| Services: Business |
| 7.41% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,960 |
|
|
| 1,890 |
|
|
| 1,963 |
|
NextCare, Inc. (5) (10) |
| Healthcare & Pharmaceuticals |
| 6.41% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 630 |
|
|
| (5 | ) |
|
| (6 | ) |
NextCare, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 02/13/2018 |
| 06/30/2024 |
|
| 3,817 |
|
|
| 3,789 |
|
|
| 3,779 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 6.56% (LIBOR +4.5%) |
| 03/28/2018 |
| 3/28/2025 |
|
| 4,176 |
|
|
| 4,160 |
|
|
| 4,113 |
|
Oak Point Partners, LLC (13) |
| Banking, Finance, Insurance & Real Estate |
| 6.99% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 2,925 |
|
|
| 2,902 |
|
|
| 2,896 |
|
OB Hospitalist Group, Inc. |
| Healthcare & Pharmaceuticals |
| 5.95% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,192 |
|
|
| 2,184 |
|
|
| 2,170 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 5.8% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,943 |
|
|
| 1,936 |
|
|
| 1,921 |
|
Orion Business Innovations (13) |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 03/04/2019 |
| 10/21/2024 |
|
| 827 |
|
|
| 820 |
|
|
| 823 |
|
Orion Business Innovations (13) |
| High Tech Industries |
| 6.45% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 2,476 |
|
|
| 2,457 |
|
|
| 2,464 |
|
OSM MSO, LLC (13) |
| Healthcare & Pharmaceuticals |
| 6.94% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,898 |
|
|
| 3,869 |
|
|
| 3,742 |
|
Output Services Group, Inc. |
| Services: Business |
| 6.3% (LIBOR +4.5%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,425 |
|
|
| 4,407 |
|
|
| 3,749 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 5.8% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,305 |
|
|
| 2,296 |
|
|
| 2,297 |
|
Parts Town |
| Beverage, Food & Tobacco |
| 7.45% (LIBOR +5.5%) |
| 11/07/2019 |
| 10/15/2025 |
|
| 1,000 |
|
|
| 995 |
|
|
| 998 |
|
Patriot Rail Co, LLC |
| Transportation: Cargo |
| 7.22% (LIBOR +5.25%) |
| 10/15/2019 |
| 10/11/2026 |
|
| 3,500 |
|
|
| 3,432 |
|
|
| 3,526 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 6.8% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,963 |
|
|
| 2,938 |
|
|
| 2,829 |
|
Pivotal Payments |
| Services: Business |
| 6.8% (LIBOR +5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,719 |
|
|
| 3,696 |
|
|
| 3,747 |
|
PLH Group, Inc. |
| Energy: Oil & Gas |
| 7.89% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,910 |
|
|
| 3,839 |
|
|
| 3,787 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 6.79% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 2,970 |
|
|
| 2,871 |
|
|
| 2,962 |
|
Portillo's Holdings, LLC |
| Beverage, Food & Tobacco |
| 7.44% (LIBOR +5.5%) |
| 11/27/2019 |
| 08/02/2024 |
|
| 1,995 |
|
|
| 1,975 |
|
|
| 1,995 |
|
Premise Health Holding Corp (6) (10) |
| Healthcare & Pharmaceuticals |
| 5.41% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 71 |
|
|
| - |
|
|
| (1 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 5.44% (LIBOR +3.5%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 889 |
|
|
| 886 |
|
|
| 880 |
|
Project Leopard Holdings, Inc. |
| High Tech Industries |
| 6.3% (LIBOR +4.5%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,711 |
|
|
| 1,708 |
|
|
| 1,726 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 5.49% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,960 |
|
|
| 1,947 |
|
|
| 1,952 |
|
Pure Fishing, Inc. |
| Consumer goods: Non-Durable |
| 6.3% (LIBOR +4.5%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,191 |
|
|
| 1,150 |
|
|
| 1,116 |
|
QuickBase, Inc. |
| Services: Business |
| 5.8% (LIBOR +4%) |
| 03/29/2019 |
| 04/03/2026 |
|
| 2,090 |
|
|
| 2,080 |
|
|
| 2,087 |
|
Quidditch Acquisition Inc. |
| Beverage, Food & Tobacco |
| 8.8% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,003 |
|
|
| 988 |
|
|
| 1,013 |
|
Red Ventures, LLC |
| Media: Advertising, Printing & Publishing |
| 4.8% (LIBOR +3%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,018 |
|
|
| 2,004 |
|
|
| 2,035 |
|
Sabre Industries, Inc. |
| Capital Equipment |
| 6.04% (LIBOR +4.25%) |
| 04/04/2019 |
| 4/15/2026 |
|
| 1,193 |
|
|
| 1,183 |
|
|
| 1,203 |
|
Silverback Merger Sub, Inc. |
| High Tech Industries |
| 5.44% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,172 |
|
|
| 1,171 |
|
|
| 1,007 |
|
79
Logan JV Loan Portfolio as of September 30,December 31, 2019
(dollar amounts in thousands)
Type of Investment/ Portfolio company (12) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 10,552 |
|
| $ | 8,943 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 10,552 |
|
| $ | 8,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 344,486 |
|
| $ | 335,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dreyfus Government Cash Management Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 13,472 |
|
|
| 13,472 |
|
Other cash accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 946 |
|
|
| 946 |
|
Total Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 14,418 |
|
| $ | 14,418 |
|
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| High Tech Industries |
| 6.8% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,909 |
|
|
| 2,902 |
|
|
| 2,286 |
| |
SoClean, Inc. (13) |
| Healthcare & Pharmaceuticals |
| 7.91% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 4,944 |
|
|
| 4,912 |
|
|
| 4,845 |
|
Starfish- V Merger Sub, Inc. |
| High Tech Industries |
| 7.95% (LIBOR +6.25%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,221 |
|
|
| 1,214 |
|
|
| 1,176 |
|
Starfish- V Merger Sub, Inc. |
| High Tech Industries |
| 7.91% (LIBOR +6%) |
| 11/06/2019 |
| 08/16/2024 |
|
| 999 |
|
|
| 921 |
|
|
| 955 |
|
Teneo Holdings, LLC |
| Services: Business |
| 6.99% (LIBOR +5.25%) |
| 07/15/2019 |
| 7/11/2025 |
|
| 2,243 |
|
|
| 2,161 |
|
|
| 2,141 |
|
ThoughtWorks, Inc. |
| High Tech Industries |
| 5.8% (LIBOR +4%) |
| 10/06/2017 |
| 10/11/2024 |
|
| 3,941 |
|
|
| 3,932 |
|
|
| 3,951 |
|
Titan Sub, LLC |
| Aerospace & Defense |
| 6.8% (LIBOR +5%) |
| 09/19/2019 |
| 09/21/2026 |
|
| 2,250 |
|
|
| 2,228 |
|
|
| 2,258 |
|
TOMS Shoes, LLC (13) |
| Retail |
| 7.29% (LIBOR +5.5%) |
| 12/20/2019 |
| 09/30/2025 |
|
| 310 |
|
|
| 310 |
|
|
| 310 |
|
TOMS Shoes, LLC (13) |
| Retail |
| 6.96% (LIBOR +5%) |
| 12/27/2019 |
| 12/31/2025 |
|
| 655 |
|
|
| 655 |
|
|
| 622 |
|
Tupelo Buyer, Inc. |
| Transportation: Cargo |
| 5.55% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,182 |
|
|
| 2,170 |
|
|
| 2,184 |
|
Uber Technologies, Inc. |
| Services: Consumer |
| 5.74% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,758 |
|
|
| 2,748 |
|
|
| 2,761 |
|
Unified Physician Management, LLC |
| Healthcare & Pharmaceuticals |
| 6.24% (LIBOR +4.5%) |
| 12/12/2019 |
| 11/27/2023 |
|
| 2,375 |
|
|
| 2,351 |
|
|
| 2,363 |
|
Upstream Newco, Inc. |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 10/24/2019 |
| 11/20/2026 |
|
| 2,933 |
|
|
| 2,919 |
|
|
| 2,959 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 6.05% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 203 |
|
|
| 182 |
|
Utility One Source L.P. |
| Construction & Building |
| 7.3% (LIBOR +5.5%) |
| 04/07/2017 |
| 04/18/2023 |
|
| 975 |
|
|
| 970 |
|
|
| 985 |
|
Vertiv Group Corporation |
| Capital Equipment |
| 5.93% (LIBOR +4%) |
| 09/30/2016 |
| 11/30/2023 |
|
| 1,504 |
|
|
| 1,478 |
|
|
| 1,504 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 5.8% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,476 |
|
|
| 2,471 |
|
|
| 2,464 |
|
W3 Topco LLC |
| Energy: Oil & Gas |
| 7.9% (LIBOR +6%) |
| 08/13/2019 |
| 08/16/2025 |
|
| 1,975 |
|
|
| 1,845 |
|
|
| 1,876 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 6.72% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,255 |
|
|
| 2,223 |
|
|
| 2,263 |
|
Women's Care Florida, LLP |
| Healthcare & Pharmaceuticals |
| 6.3% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,900 |
|
|
| 4,884 |
|
|
| 4,851 |
|
Wrench Group, LLC |
| Construction & Building |
| 6.19% (LIBOR +4.25%) |
| 04/15/2019 |
| 4/30/2026 |
|
| 3,109 |
|
|
| 3,081 |
|
|
| 3,117 |
|
Wrench Group, LLC (7) (10) |
| Construction & Building |
| 4.25% (LIBOR +2.125%) |
| 04/15/2019 |
| 4/30/2026 |
|
| 1,042 |
|
|
| (9 | ) |
|
| 3 |
|
Yak Access, LLC |
| Energy: Oil & Gas |
| 6.8% (LIBOR +5%) |
| 06/29/2018 |
| 07/02/2025 |
|
| 2,888 |
|
|
| 2,818 |
|
|
| 2,796 |
|
Zenith American Holding, Inc. (13) |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 3,948 |
|
|
| 3,939 |
|
|
| 3,909 |
|
Zenith American Holding, Inc. (8) |
| Services: Business |
| 7.19% (LIBOR +5.25%) |
| 03/11/2019 |
| 12/13/2024 |
|
| 497 |
|
|
| 120 |
|
|
| 119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 308,072 |
|
| $ | 302,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 331,044 |
|
| $ | 324,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AQA Acquisition Holdings, Inc. |
| High Tech Industries |
| 10.09% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
| $ | 992 |
|
| $ | 995 |
|
Constellis Holdings, LLC (12) |
| Aerospace & Defense |
| 10.93% (LIBOR +9%) |
| 04/18/2017 |
| 04/21/2025 |
|
| 1,000 |
|
|
| 990 |
|
|
| 105 |
|
DiversiTech Holdings, Inc. |
| Consumer goods: Durable |
| 9.44% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,986 |
|
|
| 1,960 |
|
Gruden Acquisition, Inc. |
| Transportation: Cargo |
| 10.44% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 489 |
|
|
| 497 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 8.8% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 972 |
|
|
| 955 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 9.8% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 695 |
|
|
| 695 |
|
TKC Holdings, Inc. |
| Services: Business |
| 9.8% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,841 |
|
|
| 1,683 |
|
Wash Multifamily Acquisition, Inc. |
| Services: Consumer |
| 8.8% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 406 |
|
Wash Multifamily Acquisition, Inc. |
| Services: Consumer |
| 8.8% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80
Logan JV Loan Portfolio as of December 31, 2019
(dollar amounts in thousands)
Portfolio company (11) |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 8,463 |
|
| $ | 7,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 8,463 |
|
| $ | 7,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOMS Shoes, LLC (13) |
| Retail |
|
|
| 12/27/2019 |
|
|
|
| 9 |
|
|
| 576 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 576 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 576 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 340,083 |
|
| $ | 332,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dreyfus Government Cash Management Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10,596 |
|
|
| 10,596 |
|
Other cash accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 964 |
|
|
| 964 |
|
Total Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 11,560 |
|
| $ | 11,560 |
|
(1) | Variable interest rates indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates, at the borrower’s option. LIBOR rates are subject to interest rate floors. |
(2) | Represents fair value in accordance with ASC Topic 820. |
(3) | Represents a delayed draw commitment of $610,201, of which $206,785 was unfunded as of |
(4) | Represents a delayed draw commitment of $1,538,462, which was unfunded as of |
(5) | Represents a delayed draw commitment of |
(6) | Represents a delayed draw commitment of |
(7) | Represents a delayed draw commitment of |
(8) | Represents a delayed draw commitment of |
(9) |
|
| Unsettled trade that interest will start to accrue on when the trade settles. |
| Unfunded amount will start to accrue interest when the position is funded. |
| All investments are pledged as collateral for loans payable unless otherwise noted. |
| Loan was on non-accrual as of |
80
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Type of Investment/ Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNI Canada Acquireco Corp |
| High Tech Industries |
| 6.85% (LIBOR +4.5%) |
| 10/31/2018 |
| 10/31/2025 |
|
| 1,733 |
|
| $ | 1,724 |
|
| $ | 1,699 |
|
Total Canada |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 1,724 |
|
| $ | 1,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhodia Acetow |
| Consumer goods: Non-Durable |
| 8.09% (LIBOR +5.5%) |
| 04/21/2017 |
| 05/31/2023 |
|
| 985 |
|
| $ | 974 |
|
| $ | 955 |
|
VAC Germany Holding GmbH |
| Metals & Mining |
| 6.8% (LIBOR +4%) |
| 02/26/2018 |
| 02/26/2025 |
|
| 2,978 |
|
|
| 2,964 |
|
|
| 2,974 |
|
Total Germany |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 3,938 |
|
| $ | 3,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auxey Bidco Ltd. |
| Services: Business |
| 7.97% (LIBOR +5.5%) |
| 08/07/2018 |
| 08/07/2025 |
|
| 5,000 |
|
| $ | 4,806 |
|
| $ | 4,813 |
|
EG Group |
| Retail |
| 6.81% (LIBOR +4%) |
| 03/23/2018 |
| 02/07/2025 |
|
| 2,845 |
|
|
| 2,832 |
|
|
| 2,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 7,638 |
|
| $ | 7,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1A Smart Start LLC |
| Services: Consumer |
| 7.09% (LIBOR +4.5%) |
| 08/28/2015 |
| 02/21/2022 |
|
| 4,347 |
|
| $ | 4,329 |
|
| $ | 4,347 |
|
A Place for Mom Inc |
| Media: Advertising, Printing & Publishing |
| 6.27% (LIBOR +3.75%) |
| 07/28/2017 |
| 08/10/2024 |
|
| 3,950 |
|
|
| 3,934 |
|
|
| 3,970 |
|
A10 Capital, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.96% (LIBOR +6.5%) |
| 04/25/2018 |
| 04/27/2023 |
|
| 5,000 |
|
|
| 4,957 |
|
|
| 4,925 |
|
Achilles Acquisition LLC |
| Banking, Finance, Insurance & Real Estate |
| 6.56% (LIBOR +4%) |
| 10/04/2018 |
| 10/03/2025 |
|
| 4,000 |
|
|
| 3,990 |
|
|
| 3,950 |
|
Advanced Computer Software |
| High Tech Industries |
| 7.14% (LIBOR +4.75%) |
| 05/25/2018 |
| 05/31/2024 |
|
| 1,496 |
|
|
| 1,493 |
|
|
| 1,485 |
|
Advanced Integration Technology LP |
| Aerospace & Defense |
| 7.46% (LIBOR +4.75%) |
| 07/15/2016 |
| 04/03/2023 |
|
| 1,955 |
|
|
| 1,941 |
|
|
| 1,936 |
|
AgroFresh Inc. |
| Chemicals, Plastics & Rubber |
| 7.55% (LIBOR +4.75%) |
| 12/01/2015 |
| 07/31/2021 |
|
| 1,935 |
|
|
| 1,928 |
|
|
| 1,909 |
|
Air Medical Group Holdings Inc |
| Healthcare & Pharmaceuticals |
| 6.75% (LIBOR +4.25%) |
| 09/26/2017 |
| 03/14/2025 |
|
| 2,228 |
|
|
| 2,213 |
|
|
| 2,081 |
|
Alcami Carolinas Corp |
| Healthcare & Pharmaceuticals |
| 6.71% (LIBOR +4.25%) |
| 07/09/2018 |
| 07/06/2025 |
|
| 3,990 |
|
|
| 3,971 |
|
|
| 3,970 |
|
Alchemy US Holdco 1 LLC |
| Chemicals, Plastics & Rubber |
| 8.12% (LIBOR +5.5%) |
| 10/01/2018 |
| 09/28/2025 |
|
| 2,000 |
|
|
| 1,971 |
|
|
| 1,995 |
|
Alpha Media LLC |
| Media: Broadcasting & Subscription |
| 9% (LIBOR +6.5%) |
| 02/24/2016 |
| 02/25/2022 |
|
| 3,043 |
|
|
| 2,962 |
|
|
| 2,931 |
|
AMCP Clean Acquisition Co LLC |
| Wholesale |
| 7.05% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 2,407 |
|
|
| 2,396 |
|
|
| 2,386 |
|
AMCP Clean Acquisition Co LLC (3) |
| Wholesale |
| 7.15% (LIBOR +4.25%) |
| 07/10/2018 |
| 07/10/2025 |
|
| 581 |
|
|
| 225 |
|
|
| 222 |
|
American Sportsman Holdings Co |
| Retail |
| 7.52% (LIBOR +5%) |
| 11/22/2016 |
| 09/25/2024 |
|
| 3,950 |
|
|
| 3,906 |
|
|
| 3,796 |
|
Ansira Holdings, Inc. (4) |
| Media: Diversified & Production |
| 8.27% (LIBOR +5.75%) |
| 04/17/2018 |
| 12/20/2022 |
|
| 613 |
|
|
| 150 |
|
|
| 149 |
|
Ansira Holdings, Inc. |
| Media: Diversified & Production |
| 8.27% (LIBOR +5.75%) |
| 12/20/2016 |
| 12/20/2022 |
|
| 1,850 |
|
|
| 1,838 |
|
|
| 1,841 |
|
AP Gaming I LLC |
| Hotel, Gaming & Leisure |
| 6.02% (LIBOR +3.5%) |
| 06/06/2016 |
| 02/15/2024 |
|
| 2,463 |
|
|
| 2,457 |
|
|
| 2,424 |
|
APC Aftermarket |
| Automotive |
| 7.62% (LIBOR +5%) |
| 05/09/2017 |
| 05/10/2024 |
|
| 493 |
|
|
| 485 |
|
|
| 448 |
|
Aptean, Inc. |
| High Tech Industries |
| 7.06% (LIBOR +4.25%) |
| 12/15/2017 |
| 12/20/2022 |
|
| 929 |
|
|
| 922 |
|
|
| 920 |
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 7.05% (LIBOR +4.25%) |
| 10/01/2018 |
| 05/24/2023 |
|
| 1,995 |
|
|
| 1,995 |
|
|
| 1,985 |
|
ATI Merger Sub Inc. (11) |
| Healthcare & Pharmaceuticals |
| 7.31% (LIBOR +4.5%) |
| 12/19/2018 |
| 12/05/2025 |
|
| 4,333 |
|
|
| 4,290 |
|
|
| 4,301 |
|
Avaya Inc |
| Telecommunications |
| 6.71% (LIBOR +4.25%) |
| 11/09/2017 |
| 12/15/2024 |
|
| 2,588 |
|
|
| 2,564 |
|
|
| 2,506 |
|
Barbri Inc |
| Media: Diversified & Production |
| 6.6% (LIBOR +4.25%) |
| 12/01/2017 |
| 12/01/2023 |
|
| 3,122 |
|
|
| 3,109 |
|
|
| 3,059 |
|
BCP Qualtek Merger Sub LLC |
| Telecommunications |
| 8.28% (LIBOR +5.75%) |
| 07/16/2018 |
| 07/18/2025 |
|
| 3,990 |
|
|
| 3,915 |
|
|
| 3,903 |
|
Beasley Mezzanine Holdings LLC |
| Media: Broadcasting & Subscription |
| 6.47% (LIBOR +4%) |
| 11/17/2017 |
| 11/01/2023 |
|
| 2,927 |
|
|
| 2,915 |
|
|
| 2,893 |
|
Big Ass Fans LLC |
| Capital Equipment |
| 6.55% (LIBOR +3.75%) |
| 11/07/2017 |
| 05/21/2024 |
|
| 2,475 |
|
|
| 2,465 |
|
|
| 2,444 |
|
81
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Type of Investment/ Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Metals & Mining |
| 7.8% (LIBOR +5%) |
| 08/15/2017 |
| 08/23/2023 |
|
| 1,975 |
|
|
| 1,960 |
|
|
| 1,960 |
| |
BI-LO LLC |
| Retail |
| 10.78% (LIBOR +8%) |
| 05/15/2018 |
| 05/31/2024 |
|
| 1,493 |
|
|
| 1,438 |
|
|
| 1,434 |
|
Bomgar Corp |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 04/17/2018 |
| 04/18/2025 |
|
| 3,985 |
|
|
| 3,976 |
|
|
| 3,865 |
|
Brand Energy & Infrastructure Services, Inc. |
| Energy: Oil & Gas |
| 6.76% (LIBOR +4.25%) |
| 06/16/2017 |
| 06/21/2024 |
|
| 2,955 |
|
|
| 2,932 |
|
|
| 2,814 |
|
California Cryobank LLC |
| Healthcare & Pharmaceuticals |
| 6.8% (LIBOR +4%) |
| 08/03/2018 |
| 08/06/2025 |
|
| 3,200 |
|
|
| 3,185 |
|
|
| 3,200 |
|
Cambium Learning Inc. |
| Services: Consumer |
| 4.5% (LIBOR +4.5%) |
| 12/18/2018 |
| 12/11/2025 |
|
| 2,000 |
|
|
| 1,900 |
|
|
| 1,908 |
|
CC Amulet Intermediate, LLC (5) (12) |
| Healthcare & Pharmaceuticals |
| 7.56% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 1,538 |
|
|
| (14 | ) |
|
| (15 | ) |
CC Amulet Intermediate, LLC |
| Healthcare & Pharmaceuticals |
| 7.27% (LIBOR +4.75%) |
| 06/18/2018 |
| 04/30/2024 |
|
| 3,444 |
|
|
| 3,413 |
|
|
| 3,410 |
|
Clear Balance Holdings, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.55% (LIBOR +5.75%) |
| 07/07/2015 |
| 10/05/2023 |
|
| 4,938 |
|
|
| 4,920 |
|
|
| 4,937 |
|
Commercial Barge Line Co |
| Transportation: Cargo |
| 11.27% (LIBOR +8.75%) |
| 11/06/2015 |
| 11/12/2020 |
|
| 1,294 |
|
|
| 1,270 |
|
|
| 939 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 7.52% (LIBOR +5%) |
| 04/18/2017 |
| 04/21/2024 |
|
| 1,970 |
|
|
| 1,955 |
|
|
| 1,891 |
|
Conyers Park Parent Merger Sub Inc |
| Beverage, Food & Tobacco |
| 6.27% (LIBOR +3.5%) |
| 06/21/2017 |
| 07/07/2024 |
|
| 1,975 |
|
|
| 1,967 |
|
|
| 1,955 |
|
Country Fresh Holdings, LLC |
| Beverage, Food & Tobacco |
| 7.8% (LIBOR +5%) |
| 07/14/2017 |
| 03/31/2023 |
|
| 4,340 |
|
|
| 4,308 |
|
|
| 3,668 |
|
Covenant Surgical Partners Inc |
| Healthcare & Pharmaceuticals |
| 7.3% (LIBOR +4.5%) |
| 09/29/2017 |
| 10/04/2024 |
|
| 2,972 |
|
|
| 2,966 |
|
|
| 2,928 |
|
CPI Acquisition, Inc. |
| Services: Consumer |
| 7.02% (LIBOR +4.5%) |
| 08/14/2015 |
| 08/17/2022 |
|
| 4,187 |
|
|
| 4,106 |
|
|
| 2,684 |
|
CryoLife Inc |
| Healthcare & Pharmaceuticals |
| 6.05% (LIBOR +3.25%) |
| 11/15/2017 |
| 12/02/2024 |
|
| 1,980 |
|
|
| 1,972 |
|
|
| 1,940 |
|
CT Technologies Intermediate Holdings, Inc |
| Healthcare & Pharmaceuticals |
| 6.77% (LIBOR +4.25%) |
| 02/11/2015 |
| 12/01/2021 |
|
| 1,920 |
|
|
| 1,925 |
|
|
| 1,602 |
|
Deerfield Holdings Corp |
| Banking, Finance, Insurance & Real Estate |
| 5.77% (LIBOR +3.25%) |
| 12/06/2017 |
| 02/13/2025 |
|
| 248 |
|
|
| 248 |
|
|
| 236 |
|
DigiCert, Inc. |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 09/20/2017 |
| 10/31/2024 |
|
| 995 |
|
|
| 991 |
|
|
| 978 |
|
Drilling Info Inc. |
| High Tech Industries |
| 6.77% (LIBOR +4.25%) |
| 07/27/2018 |
| 07/30/2025 |
|
| 4,489 |
|
|
| 4,468 |
|
|
| 4,478 |
|
DXP Enterprises, Inc. |
| Wholesale |
| 7.27% (LIBOR +4.75%) |
| 08/16/2017 |
| 08/29/2023 |
|
| 1,481 |
|
|
| 1,470 |
|
|
| 1,470 |
|
Eliassen Group, LLC |
| Services: Business |
| 7.02% (LIBOR +4.5%) |
| 10/19/2018 |
| 11/05/2024 |
|
| 4,167 |
|
|
| 4,146 |
|
|
| 4,146 |
|
Empower Payments Acquisition |
| Services: Business |
| 7.05% (LIBOR +4.25%) |
| 10/05/2018 |
| 10/05/2025 |
|
| 4,000 |
|
|
| 3,990 |
|
|
| 3,990 |
|
Evo Payments International, LLC |
| Banking, Finance, Insurance & Real Estate |
| 5.76% (LIBOR +3.25%) |
| 12/08/2016 |
| 12/22/2023 |
|
| 2,594 |
|
|
| 2,576 |
|
|
| 2,512 |
|
Gold Standard Baking, Inc. |
| Wholesale |
| 7.31% (LIBOR +4.5%) |
| 05/19/2015 |
| 04/23/2021 |
|
| 2,481 |
|
|
| 2,476 |
|
|
| 2,257 |
|
Golden West Packaging Group LLC |
| Containers, Packaging & Glass |
| 7.77% (LIBOR +5.25%) |
| 02/09/2018 |
| 06/20/2023 |
|
| 4,731 |
|
|
| 4,711 |
|
|
| 4,719 |
|
Great Dane Merger Sub Inc |
| High Tech Industries |
| 6.27% (LIBOR +3.75%) |
| 05/02/2018 |
| 05/21/2025 |
|
| 2,985 |
|
|
| 2,971 |
|
|
| 2,918 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 8.3% (LIBOR +5.5%) |
| 06/21/2017 |
| 08/18/2022 |
|
| 1,970 |
|
|
| 1,935 |
|
|
| 1,933 |
|
Gulf Finance, LLC |
| Energy: Oil & Gas |
| 8.06% (LIBOR +5.25%) |
| 08/17/2016 |
| 08/25/2023 |
|
| 1,875 |
|
|
| 1,837 |
|
|
| 1,446 |
|
Heartland Dental LLC (6) (12) |
| Healthcare & Pharmaceuticals |
| 6.56% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/17/2025 |
|
| 125 |
|
|
| (1 | ) |
|
| (5 | ) |
Heartland Dental LLC |
| Healthcare & Pharmaceuticals |
| 6.27% (LIBOR +3.75%) |
| 04/19/2018 |
| 04/30/2025 |
|
| 1,368 |
|
|
| 1,362 |
|
|
| 1,315 |
|
Help/Systems Holdings, Inc. |
| High Tech Industries |
| 6.27% (LIBOR +3.75%) |
| 03/23/2018 |
| 03/28/2025 |
|
| 1,990 |
|
|
| 1,986 |
|
|
| 1,915 |
|
Higginbotham Insurance Agency, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.26% (LIBOR +3.75%) |
| 12/14/2017 |
| 12/19/2024 |
|
| 4,950 |
|
|
| 4,929 |
|
|
| 4,801 |
|
Idera Inc |
| High Tech Industries |
| 7.03% (LIBOR +4.5%) |
| 06/27/2017 |
| 06/28/2024 |
|
| 2,332 |
|
|
| 2,313 |
|
|
| 2,336 |
|
Infoblox Inc. |
| High Tech Industries |
| 7.02% (LIBOR +4.5%) |
| 11/03/2016 |
| 11/07/2023 |
|
| 2,136 |
|
|
| 2,100 |
|
|
| 2,132 |
|
Intermedia Holdings, Inc. |
| Telecommunications |
| 8.52% (LIBOR +6%) |
| 07/13/2018 |
| 07/11/2025 |
|
| 3,000 |
|
|
| 2,972 |
|
|
| 2,996 |
|
International Textile Group Inc |
| Consumer goods: Durable |
| 7.35% (LIBOR +5%) |
| 04/20/2018 |
| 04/19/2024 |
|
| 988 |
|
|
| 983 |
|
|
| 970 |
|
Isagenix International LLC |
| Services: Consumer |
| 8.55% (LIBOR +5.75%) |
| 04/26/2018 |
| 06/14/2025 |
|
| 1,950 |
|
|
| 1,932 |
|
|
| 1,896 |
|
Kestra Financial, Inc. |
| Banking, Finance, Insurance & Real Estate |
| 6.76% (LIBOR +4.25%) |
| 06/10/2016 |
| 06/24/2022 |
|
| 3,902 |
|
|
| 3,868 |
|
|
| 3,902 |
|
LifeScan Global Corp |
| Healthcare & Pharmaceuticals |
| 8.4% (LIBOR +6%) |
| 06/19/2018 |
| 10/01/2024 |
|
| 2,250 |
|
|
| 2,185 |
|
|
| 2,132 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.96% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 467 |
|
|
| 465 |
|
|
| 465 |
|
LSCS Holdings Inc. |
| Healthcare & Pharmaceuticals |
| 6.96% (LIBOR +4.25%) |
| 03/09/2018 |
| 03/17/2025 |
|
| 1,809 |
|
|
| 1,801 |
|
|
| 1,800 |
|
Lyons Magnus Inc aka |
| Beverage, Food & Tobacco |
| 6.02% (LIBOR +3.5%) |
| 06/08/2018 |
| 11/11/2024 |
|
| 3,964 |
|
|
| 3,952 |
|
|
| 3,944 |
|
MAG DS Corp. |
| Aerospace & Defense |
| 7.27% (LIBOR +4.75%) |
| 06/01/2018 |
| 05/30/2025 |
|
| 2,985 |
|
|
| 2,958 |
|
|
| 2,970 |
|
Mavenir Systems Inc |
| Telecommunications |
| 8.39% (LIBOR +6%) |
| 05/01/2018 |
| 05/01/2025 |
|
| 1,990 |
|
|
| 1,954 |
|
|
| 1,984 |
|
82
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Type of Investment/ Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Banking, Finance, Insurance & Real Estate |
| 7.27% (LIBOR +4.75%) |
| 05/12/2017 |
| 05/20/2024 |
|
| 1,970 |
|
|
| 1,962 |
|
|
| 1,623 |
| |
MDVIP Inc |
| Healthcare & Pharmaceuticals |
| 6.75% (LIBOR +4.25%) |
| 11/10/2017 |
| 11/14/2024 |
|
| 4,256 |
|
|
| 4,244 |
|
|
| 4,230 |
|
Merrill Communications LLC |
| Media: Advertising, Printing & Publishing |
| 7.78% (LIBOR +5.25%) |
| 05/29/2015 |
| 06/01/2022 |
|
| 748 |
|
|
| 745 |
|
|
| 748 |
|
Miller's Ale House Inc |
| Hotel, Gaming & Leisure |
| 7.1% (LIBOR +4.75%) |
| 05/24/2018 |
| 05/21/2025 |
|
| 2,388 |
|
|
| 2,377 |
|
|
| 2,352 |
|
MLN US Holdco LLC |
| Telecommunications |
| 7.02% (LIBOR +4.5%) |
| 07/13/2018 |
| 11/30/2025 |
|
| 3,000 |
|
|
| 2,993 |
|
|
| 2,916 |
|
Morphe, LLC |
| Consumer goods: Non-Durable |
| 8.52% (LIBOR +6%) |
| 02/21/2017 |
| 02/10/2023 |
|
| 2,738 |
|
|
| 2,709 |
|
|
| 2,724 |
|
Nasco Healthcare, Inc. |
| Healthcare & Pharmaceuticals |
| 7.28% (LIBOR +4.5%) |
| 07/13/2015 |
| 06/30/2021 |
|
| 4,489 |
|
|
| 4,480 |
|
|
| 4,467 |
|
New Insight Holdings Inc |
| Services: Business |
| 8.02% (LIBOR +5.5%) |
| 12/08/2017 |
| 12/20/2024 |
|
| 1,980 |
|
|
| 1,895 |
|
|
| 1,948 |
|
NextCare, Inc. (7) (12) |
| Healthcare & Pharmaceuticals |
| 7.56% (LIBOR +4.75%) |
| 02/13/2018 |
| 02/28/2023 |
|
| 588 |
|
|
| (5 | ) |
|
| - |
|
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 7.27% (LIBOR +4.75%) |
| 02/13/2018 |
| 02/28/2023 |
|
| 3,386 |
|
|
| 3,358 |
|
|
| 3,386 |
|
Northern Star Holdings Inc. |
| Utilities: Electric |
| 7.55% (LIBOR +4.75%) |
| 03/28/2018 |
| 03/14/2025 |
|
| 4,218 |
|
|
| 4,199 |
|
|
| 4,213 |
|
Oak Point Partners, LLC |
| Banking, Finance, Insurance & Real Estate |
| 8.03% (LIBOR +5.25%) |
| 09/13/2017 |
| 09/13/2023 |
|
| 3,000 |
|
|
| 2,971 |
|
|
| 2,955 |
|
OB Hospitalist Group Inc |
| Healthcare & Pharmaceuticals |
| 6.35% (LIBOR +4%) |
| 08/08/2017 |
| 08/01/2024 |
|
| 2,238 |
|
|
| 2,229 |
|
|
| 2,204 |
|
Odyssey Logistics & Technology Corporation |
| Transportation: Cargo |
| 6.52% (LIBOR +4%) |
| 10/06/2017 |
| 10/12/2024 |
|
| 1,980 |
|
|
| 1,971 |
|
|
| 1,921 |
|
OpenLink |
| High Tech Industries |
| 7.27% (LIBOR +4.75%) |
| 03/02/2018 |
| 03/21/2025 |
|
| 1,831 |
|
|
| 1,822 |
|
|
| 1,820 |
|
Orion Business Innovations (8) (12) |
| High Tech Industries |
| 7.31% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 565 |
|
|
| (6 | ) |
|
| (6 | ) |
Orion Business Innovations |
| High Tech Industries |
| 7.16% (LIBOR +4.5%) |
| 10/18/2018 |
| 10/19/2024 |
|
| 1,931 |
|
|
| 1,912 |
|
|
| 1,911 |
|
OSM MSO, LLC |
| Healthcare & Pharmaceuticals |
| 7.8% (LIBOR +5%) |
| 10/16/2018 |
| 08/09/2023 |
|
| 3,990 |
|
|
| 3,952 |
|
|
| 3,950 |
|
Output Services Group Inc |
| Services: Business |
| 6.77% (LIBOR +4.25%) |
| 03/26/2018 |
| 03/21/2024 |
|
| 4,468 |
|
|
| 4,448 |
|
|
| 4,345 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 03/22/2018 |
| 03/22/2025 |
|
| 2,328 |
|
|
| 2,318 |
|
|
| 2,308 |
|
PH Beauty Holdings III, Inc. |
| Containers, Packaging & Glass |
| 7.52% (LIBOR +5%) |
| 10/04/2018 |
| 09/28/2025 |
|
| 2,993 |
|
|
| 2,963 |
|
|
| 2,888 |
|
Ping Identity Corp |
| High Tech Industries |
| 6.27% (LIBOR +3.75%) |
| 01/23/2018 |
| 01/24/2025 |
|
| 1,493 |
|
|
| 1,486 |
|
|
| 1,485 |
|
Pivotal Payments |
| Services: Business |
| 9% (LIBOR +4.5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 3,096 |
|
|
| 3,066 |
|
|
| 3,065 |
|
Pivotal Payments (9) |
| Services: Business |
| 6.98% (LIBOR +4.5%) |
| 09/27/2018 |
| 09/29/2025 |
|
| 897 |
|
|
| 550 |
|
|
| 550 |
|
PLH Group Inc |
| Energy: Oil & Gas |
| 8.59% (LIBOR +6%) |
| 08/01/2018 |
| 07/25/2023 |
|
| 3,173 |
|
|
| 3,085 |
|
|
| 3,109 |
|
Polar US Borrower |
| Chemicals, Plastics & Rubber |
| 7.19% (LIBOR +4.75%) |
| 08/21/2018 |
| 10/15/2025 |
|
| 3,000 |
|
|
| 2,883 |
|
|
| 2,895 |
|
Premise Health Holding Corp (10) (12) |
| Healthcare & Pharmaceuticals |
| 6.56% (LIBOR +3.75%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 294 |
|
|
| (1 | ) |
|
| (4 | ) |
Premise Health Holding Corp |
| Healthcare & Pharmaceuticals |
| 6.55% (LIBOR +3.75%) |
| 08/14/2018 |
| 07/10/2025 |
|
| 3,697 |
|
|
| 3,679 |
|
|
| 3,641 |
|
Project Leopard Holdings Inc |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 06/21/2017 |
| 07/07/2023 |
|
| 1,728 |
|
|
| 1,725 |
|
|
| 1,691 |
|
PSC Industrial Outsourcing, LP |
| Chemicals, Plastics & Rubber |
| 6.21% (LIBOR +3.75%) |
| 10/05/2017 |
| 10/11/2024 |
|
| 1,980 |
|
|
| 1,964 |
|
|
| 1,935 |
|
Pure Fishing Inc (11) |
| Consumer goods: Non-Durable |
| 7.06% (LIBOR +4.25%) |
| 12/20/2018 |
| 11/30/2025 |
|
| 1,200 |
|
|
| 1,152 |
|
|
| 1,158 |
|
Quidditch Acquisition Inc |
| Beverage, Food & Tobacco |
| 9.47% (LIBOR +7%) |
| 03/16/2018 |
| 03/21/2025 |
|
| 1,014 |
|
|
| 996 |
|
|
| 1,009 |
|
Red Ventures LLC |
| Media: Advertising, Printing & Publishing |
| 5.52% (LIBOR +3%) |
| 10/18/2017 |
| 11/08/2024 |
|
| 2,039 |
|
|
| 2,022 |
|
|
| 1,947 |
|
SCS Holdings Inc |
| High Tech Industries |
| 6.77% (LIBOR +4.25%) |
| 11/20/2015 |
| 10/30/2022 |
|
| 1,558 |
|
|
| 1,551 |
|
|
| 1,541 |
|
Silverback Merger Sub Inc |
| High Tech Industries |
| 6.01% (LIBOR +3.5%) |
| 08/11/2017 |
| 08/21/2024 |
|
| 1,185 |
|
|
| 1,182 |
|
|
| 1,068 |
|
Situs Group Holdings Corporation |
| Banking, Finance, Insurance & Real Estate |
| 7.02% (LIBOR +4.5%) |
| 02/21/2018 |
| 02/27/2023 |
|
| 2,972 |
|
|
| 2,959 |
|
|
| 2,972 |
|
SMS Systems Maintenance Services Inc |
| High Tech Industries |
| 7.52% (LIBOR +5%) |
| 02/09/2017 |
| 10/30/2023 |
|
| 2,940 |
|
|
| 2,929 |
|
|
| 2,240 |
|
SoClean, Inc |
| Healthcare & Pharmaceuticals |
| 8.74% (LIBOR +6%) |
| 02/13/2018 |
| 12/20/2022 |
|
| 5,101 |
|
|
| 5,057 |
|
|
| 5,126 |
|
Starfish- V Merger Sub Inc |
| High Tech Industries |
| 7.02% (LIBOR +4.5%) |
| 08/11/2017 |
| 08/16/2024 |
|
| 1,234 |
|
|
| 1,224 |
|
|
| 1,223 |
|
STS Operating, Inc. |
| Capital Equipment |
| 6.77% (LIBOR +4.25%) |
| 04/27/2018 |
| 12/11/2024 |
|
| 1,489 |
|
|
| 1,485 |
|
|
| 1,453 |
|
ThoughtWorks, Inc. |
| High Tech Industries |
| 6.52% (LIBOR +4%) |
| 10/06/2017 |
| 10/11/2024 |
|
| 3,981 |
|
|
| 3,970 |
|
|
| 3,931 |
|
TKC Holdings Inc |
| Services: Business |
| 6.28% (LIBOR +3.75%) |
| 06/08/2017 |
| 02/01/2023 |
|
| 295 |
|
|
| 294 |
|
|
| 281 |
|
TOMS Shoes LLC |
| Retail |
| 8.3% (LIBOR +5.5%) |
| 12/18/2014 |
| 10/30/2020 |
|
| 1,925 |
|
|
| 1,879 |
|
|
| 1,519 |
|
Tupelo Buyer Inc |
| Transportation: Cargo |
| 6.22% (LIBOR +3.75%) |
| 10/02/2017 |
| 10/07/2024 |
|
| 2,204 |
|
|
| 2,190 |
|
|
| 2,160 |
|
TV Borrower US LLC |
| High Tech Industries |
| 7.55% (LIBOR +4.75%) |
| 02/16/2017 |
| 02/22/2024 |
|
| 983 |
|
|
| 979 |
|
|
| 978 |
|
83
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Type of Investment/ Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
| Services: Consumer |
| 6.39% (LIBOR +4%) |
| 03/22/2018 |
| 04/04/2025 |
|
| 2,786 |
|
|
| 2,773 |
|
|
| 2,722 |
| |
US Salt LLC |
| Consumer goods: Non-Durable |
| 7.27% (LIBOR +4.75%) |
| 11/30/2017 |
| 12/01/2023 |
|
| 2,978 |
|
|
| 2,952 |
|
|
| 2,977 |
|
US Shipping Corp |
| Utilities: Oil & Gas |
| 6.77% (LIBOR +4.25%) |
| 03/09/2016 |
| 06/26/2021 |
|
| 206 |
|
|
| 200 |
|
|
| 198 |
|
Utility One Source L.P. |
| Construction & Building |
| 8.02% (LIBOR +5.5%) |
| 04/07/2017 |
| 04/18/2023 |
|
| 985 |
|
|
| 978 |
|
|
| 985 |
|
Verdesian Life Sciences LLC |
| Chemicals, Plastics & Rubber |
| 7.53% (LIBOR +5%) |
| 12/09/2014 |
| 07/01/2020 |
|
| 1,996 |
|
|
| 1,897 |
|
|
| 1,876 |
|
Vertiv Group Corporation |
| Capital Equipment |
| 6.71% (LIBOR +4%) |
| 09/30/2016 |
| 11/30/2023 |
|
| 1,504 |
|
|
| 1,471 |
|
|
| 1,375 |
|
Vistage Worldwide, Inc. |
| Services: Consumer |
| 6.46% (LIBOR +4%) |
| 02/06/2018 |
| 02/10/2025 |
|
| 2,501 |
|
|
| 2,496 |
|
|
| 2,464 |
|
Weight Watchers International, Inc. |
| Services: Consumer |
| 7.56% (LIBOR +4.75%) |
| 11/20/2017 |
| 11/29/2024 |
|
| 2,565 |
|
|
| 2,522 |
|
|
| 2,543 |
|
Women's Care Florida LLP |
| Healthcare & Pharmaceuticals |
| 7.02% (LIBOR +4.5%) |
| 08/18/2017 |
| 09/29/2023 |
|
| 4,950 |
|
|
| 4,930 |
|
|
| 4,950 |
|
Yak Access LLC |
| Energy: Oil & Gas |
| 7.52% (LIBOR +5%) |
| 06/29/2018 |
| 07/02/2025 |
|
| 2,981 |
|
|
| 2,897 |
|
|
| 2,504 |
|
Zenith Merger Sub, Inc. |
| Services: Business |
| 8.3% (LIBOR +5.5%) |
| 12/22/2017 |
| 12/13/2023 |
|
| 2,970 |
|
|
| 2,945 |
|
|
| 2,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 306,982 |
|
| $ | 299,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Senior Secured First Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 320,282 |
|
| $ | 313,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABG Intermediate Holdings 2 LLC |
| Retail |
| 10.27% (LIBOR +7.75%) |
| 09/26/2017 |
| 09/29/2025 |
|
| 2,333 |
|
| $ | 2,318 |
|
| $ | 2,298 |
|
AQA Acquisition Holding, Inc |
| High Tech Industries |
| 10.4% (LIBOR +8%) |
| 10/01/2018 |
| 05/24/2024 |
|
| 1,000 |
|
|
| 990 |
|
|
| 1,000 |
|
CH Hold Corp |
| Automotive |
| 9.77% (LIBOR +7.25%) |
| 01/26/2017 |
| 02/03/2025 |
|
| 1,000 |
|
|
| 996 |
|
|
| 999 |
|
Constellis Holdings, LLC |
| Aerospace & Defense |
| 11.52% (LIBOR +9%) |
| 04/18/2017 |
| 04/21/2025 |
|
| 1,000 |
|
|
| 988 |
|
|
| 957 |
|
DigiCert, Inc. |
| High Tech Industries |
| 10.52% (LIBOR +8%) |
| 09/20/2017 |
| 10/31/2025 |
|
| 600 |
|
|
| 597 |
|
|
| 584 |
|
DiversiTech Holdings Inc |
| Consumer goods: Durable |
| 10.3% (LIBOR +7.5%) |
| 05/18/2017 |
| 06/02/2025 |
|
| 2,000 |
|
|
| 1,984 |
|
|
| 1,930 |
|
Gruden Acquisition Inc. |
| Transportation: Cargo |
| 11.3% (LIBOR +8.5%) |
| 07/31/2015 |
| 08/18/2023 |
|
| 500 |
|
|
| 486 |
|
|
| 501 |
|
Midwest Physician Administrative Services, LLC |
| Healthcare & Pharmaceuticals |
| 9.5% (LIBOR +7%) |
| 08/11/2017 |
| 08/15/2025 |
|
| 979 |
|
|
| 971 |
|
|
| 948 |
|
NextCare, Inc. |
| Healthcare & Pharmaceuticals |
| 11.27% (LIBOR +8.75%) |
| 02/13/2018 |
| 08/28/2023 |
|
| 1,000 |
|
|
| 987 |
|
|
| 1,030 |
|
Optiv Security Inc |
| High Tech Industries |
| 9.77% (LIBOR +7.25%) |
| 01/19/2017 |
| 01/31/2025 |
|
| 1,500 |
|
|
| 1,494 |
|
|
| 1,365 |
|
Park Place Technologies, LLC |
| High Tech Industries |
| 10.52% (LIBOR +8%) |
| 03/22/2018 |
| 03/29/2026 |
|
| 700 |
|
|
| 694 |
|
|
| 697 |
|
SESAC Holdco II LLC |
| Media: Diversified & Production |
| 9.76% (LIBOR +7.25%) |
| 02/13/2017 |
| 02/24/2025 |
|
| 1,000 |
|
|
| 992 |
|
|
| 985 |
|
TKC Holdings Inc |
| Services: Business |
| 10.53% (LIBOR +8%) |
| 01/31/2017 |
| 02/01/2024 |
|
| 1,850 |
|
|
| 1,839 |
|
|
| 1,825 |
|
TV Borrower US LLC |
| High Tech Industries |
| 11.05% (LIBOR +8.25%) |
| 02/16/2017 |
| 02/22/2025 |
|
| 1,000 |
|
|
| 988 |
|
|
| 1,006 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.52% (LIBOR +7%) |
| 05/04/2015 |
| 05/15/2023 |
|
| 425 |
|
|
| 424 |
|
|
| 412 |
|
Wash Multifamily Laundry Systems, LLC. |
| Services: Consumer |
| 9.52% (LIBOR +7%) |
| 05/04/2015 |
| 05/12/2023 |
|
| 75 |
|
|
| 74 |
|
|
| 72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States of America |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 16,822 |
|
| $ | 16,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Second Lien Term Loans |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 16,822 |
|
| $ | 16,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 337,104 |
|
| $ | 329,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84
Logan JV Loan Portfolio as of December 31, 2018
(dollar amounts in thousands)
Type of Investment/ Portfolio company |
| Industry |
| Interest Rate (1) |
| Initial Acquisition Date |
| Maturity Date |
| Principal |
|
| Amortized Cost |
|
| Fair Value (2) |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dreyfus Government Cash Management Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,559 |
|
|
| 21,559 |
|
Other cash accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,309 |
|
|
| 5,309 |
|
Total Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 26,868 |
|
| $ | 26,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below is certain summarized financial information for Logan JV as of September 30, 2019March 31, 2020 and December 31, 20182019 and for the three and nine months ended September 30, 2019March 31, 2020 and 2018:2019:
Selected Balance Sheet Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As of September 30, 2019 |
|
| As of December 31, 2018 |
|
| As of March 31, 2020 |
|
| As of December 31, 2019 |
| ||||
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
| ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value (cost of $344,486 and $337,104, respectively) |
| $ | 335,202 |
|
| $ | 329,771 |
| ||||||||
Investments at fair value (cost of $324,122 and $340,083, respectively) |
| $ | 278,945 |
|
| $ | 332,182 |
| ||||||||
Cash |
|
| 14,418 |
|
|
| 26,868 |
|
|
| 9,531 |
|
|
| 11,560 |
|
Other assets |
|
| 1,383 |
|
|
| 2,194 |
|
|
| 1,262 |
|
|
| 4,234 |
|
Total assets |
| $ | 351,003 |
|
| $ | 358,833 |
|
| $ | 289,738 |
|
| $ | 347,976 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans payable reported net of unamortized debt issuance costs |
| $ | 232,284 |
|
| $ | 239,356 |
|
| $ | 225,822 |
|
| $ | 234,621 |
|
Payable for investments purchased |
|
| 11,426 |
|
|
| 7,342 |
|
|
| - |
|
|
| 2,888 |
|
Distribution payable |
|
| 3,750 |
|
|
| 3,360 |
|
|
| 3,640 |
|
|
| 3,650 |
|
Other liabilities |
|
| 2,630 |
|
|
| 2,744 |
|
|
| 2,481 |
|
|
| 2,576 |
|
Total liabilities |
| $ | 250,090 |
|
| $ | 252,802 |
|
| $ | 231,943 |
|
| $ | 243,735 |
|
Members' capital |
| $ | 100,913 |
|
| $ | 106,031 |
|
| $ | 57,795 |
|
| $ | 104,241 |
|
Total liabilities and members' capital |
| $ | 351,003 |
|
| $ | 358,833 |
|
| $ | 289,738 |
|
| $ | 347,976 |
|
Selected Statement of Operations Information
|
| For the three months ended September 30, 2019 |
| For the three months ended September 30, 2018 |
| For the nine months ended September 30, 2019 |
|
| For the nine months ended September 30, 2018 |
|
| For the three months ended March, 31 2020 |
|
| For the three months ended March, 31 2019 |
|
| ||||||
|
| (Dollars in thousands) |
| (Dollars in thousands) |
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| (Dollars in thousands) |
|
| ||||||
Interest income |
| $ | 6,311 |
| $ | 6,011 |
| $ | 19,231 |
|
| $ | 15,974 |
|
| $ | 5,826 |
|
| $ | 6,529 |
|
|
Fee income |
|
| 50 |
|
| (6 | ) |
| 104 |
|
|
| 102 |
|
|
| 50 |
|
|
| 28 |
|
|
Total revenues |
|
| 6,361 |
|
| 6,005 |
|
| 19,335 |
|
|
| 16,076 |
|
|
| 5,876 |
|
|
| 6,557 |
|
|
Credit facility expenses (1) |
|
| 2,883 |
| 2,681 |
|
| 9,682 |
|
|
| 6,821 |
|
|
| 2,789 |
|
|
| 3,305 |
|
| |
Other fees and expenses |
|
| 296 |
|
| 298 |
|
| 331 |
|
|
| 854 |
|
|
| 97 |
|
|
| 123 |
|
|
Total expenses |
|
| 3,179 |
|
| 2,979 |
|
| 10,013 |
|
|
| 7,675 |
|
|
| 2,886 |
|
|
| 3,428 |
|
|
Net investment income |
|
| 3,182 |
|
| 3,026 |
|
| 9,322 |
|
|
| 8,401 |
|
|
| 2,990 |
|
|
| 3,129 |
|
|
Net realized (loss) gain |
|
| 5 |
| 92 |
| (4,040 | ) |
|
| 371 |
|
|
| (3,260 | ) |
|
| (1,471 | ) |
| ||
Net change in unrealized (depreciation) appreciation on investments |
|
| (3,012 | ) |
| 201 |
|
| (1,950 | ) |
|
| (724 | ) |
|
| (37,276 | ) |
|
| 1,308 |
|
|
Net increase in members' capital from operations |
| $ | 175 |
| $ | 3,319 |
| $ | 3,332 |
|
| $ | 8,048 |
|
| $ | (37,546 | ) |
| $ | 2,966 |
|
|
(1) | As of |
We employ the use of board observation and information rights, regular dialogue with company management and sponsors, and detailed internally generated monitoring reports to actively monitor performance. Additionally, THL Credit has developed a monitoring template that promotes compliance with these standards and that is used as a tool to assess investment performance relative to plan.
As part of the monitoring process, the Advisor assesses the risk profile of each of our investments and assigns each portfolio investment a score of a 1, 2, 3, 4 or 5
The investment performance scores are as follows:
1 – The portfolio investment is performing above our underwriting expectations.
2 – The portfolio investment is performing as expected at the time of underwriting. All new investments are initially scored a 2.
3 – The portfolio investment is operating below our underwriting expectations and requires closer monitoring. The company may be out of compliance with financial covenants, however, principal or interest payments are generally not past due.
4 – The portfolio investment is performing materially below our underwriting expectations and returns on our investment are likely to be impaired. Principal or interest payments may be past due, however, full recovery of principal and interest payments are expected.
5 – The portfolio investment is performing substantially below expectations and the risk of the investment has increased substantially. The company is in payment default and the principal and interest payments are not expected to be repaid in full.
For purposes of clarity, underwriting as referenced herein may be redetermined after the initial investment as a result of a transformative credit event or other material event whereby such initial underwriting is deemed by the Advisor to be no longer appropriate for the purpose of assessing investment performance relative to plan. For any investment receiving a score of a 3 or lower THL Credit Advisorsthe Advisor will increase their level of focus and prepare regular updates for the investment committee summarizing current operating results, material impending events and recommended actions.
The Advisor monitors and, when appropriate, changes the investment scores assigned to each investment in our portfolio. In connection with our investment valuation process, the Advisor and board of directors review these investment scores on a quarterly basis. Our average portfolio company investment score was 2.192.30 and 2.052.17 at September 30, 2019March 31, 2020 and December 31, 2018,2019, respectively. The following is a distribution of the investment scores of our portfolio companies at September 30, 2019March 31, 2020 and December 31, 20182019 (in millions):
|
| September 30, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment Score |
| Amortized Cost |
|
| % of Total Portfolio based on Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio based on FV |
|
| Amortized Cost |
|
| % of Total Portfolio based on Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio based on FV |
|
| Amortized Cost |
|
| % of Total Portfolio based on Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio based on FV |
|
| Amortized Cost |
|
| % of Total Portfolio based on Amortized Cost |
|
| Fair Value |
|
| % of Total Portfolio based on FV |
| ||||||||||||||||
1(a) |
| $ | 49.5 |
|
|
| 11.1 | % |
| $ | 52.0 |
|
|
| 12.8 | % |
| $ | 122.7 |
|
|
| 22.7 | % |
| $ | 132.6 |
|
|
| 26.9 | % |
| $ | 46.7 |
|
|
| 10.6 | % |
| $ | 45.8 |
|
|
| 14.5 | % |
| $ | 48.5 |
|
|
| 11.0 | % |
| $ | 50.8 |
|
|
| 13.2 | % |
2(b) |
|
| 241.2 |
|
|
| 53.9 | % |
|
| 230.4 |
|
|
| 57.1 | % |
|
| 242.1 |
|
|
| 44.9 | % |
|
| 232.7 |
|
|
| 47.1 | % |
|
| 270.6 |
|
|
| 61.1 | % |
|
| 215.3 |
|
|
| 68.0 | % |
|
| 250.8 |
|
|
| 56.7 | % |
|
| 239.8 |
|
|
| 62.5 | % |
3(c) |
|
| 139.0 |
|
|
| 31.1 | % |
|
| 113.2 |
|
|
| 28.1 | % |
|
| 135.0 |
|
|
| 25.0 | % |
|
| 109.2 |
|
|
| 22.1 | % |
|
| 7.2 |
|
|
| 1.6 | % |
|
| 3.0 |
|
|
| 0.9 | % |
|
| 103.9 |
|
|
| 23.5 | % |
|
| 78.4 |
|
|
| 20.4 | % |
4(d) |
|
| — |
|
|
| 0.0 | % |
|
| — |
|
|
| 0.0 | % |
|
| — |
|
|
| 0.0 | % |
|
| — |
|
|
| 0.0 | % |
|
| 11.8 |
|
|
| 2.7 | % |
|
| 7.0 |
|
|
| 2.2 | % |
|
| — |
|
|
| 0.0 | % |
|
| — |
|
|
| 0.0 | % |
5(e) |
|
| 17.5 |
|
|
| 3.9 | % |
|
| 7.9 |
|
|
| 2.0 | % |
|
| 39.8 |
|
|
| 7.4 | % |
|
| 19.2 |
|
|
| 3.9 | % |
|
| 106.3 |
|
|
| 24.0 | % |
|
| 45.7 |
|
|
| 14.4 | % |
|
| 39.0 |
|
|
| 8.8 | % |
|
| 15.1 |
|
|
| 3.9 | % |
Total |
| $ | 447.2 |
|
|
| 100.0 | % |
| $ | 403.5 |
|
|
| 100.0 | % |
|
| 539.6 |
|
|
| 100.0 | % |
|
| 493.7 |
|
|
| 100.0 | % |
| $ | 442.6 |
|
|
| 100.0 | % |
| $ | 316.8 |
|
|
| 100.0 | % |
| $ | 442.2 |
|
|
| 100.0 | % |
| $ | 384.1 |
|
|
| 100.0 | % |
(a) | As of |
(b) | As of |
(c) | As of |
(d) | As of March 31, 2020 and December 31, 2019, Investment Score “4”, based upon fair value, included $7.0 million and $0 to companies in which we also hold equity securities. |
(e) | As of March 31, 2020 and December 31, 2019, Investment Score “5”, based upon fair value, included $42.3 million and $8.3 million, respectively, of loans to companies in which we also hold equity securities. |
|
|
|
|
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or when it is no longer probable that principal or interest will be collected. However, we may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. As of September 30,March 31, 2020, we had loans on non-accrual status with an amortized cost basis of $93.6 million and fair value of $45.7 million. As of December 31, 2019, we had loans on non-accrual status with an amortized cost basis of $14.5$36.0 million and fair value of $7.9 million. As of December 31, 2018, we had loans on non-accrual status with an amortized cost basis of $38.0 million and fair value of $18.1$15.1 million. For additional information, please refer to the Consolidated Schedules of Investments as of September 30, 2019March 31, 2020 and December 31, 2018.2019. We record the reversal of any previously accrued income against the same income category reflected in the Consolidated Statement of Operations.
Results of Operations
Comparison of the three and nine months ended September 30,March 31, 2020 and 2019 and 2018
Investment Income
We generate revenues primarily in the form of interest on the debt and other income-producing securities we hold. Other income-producing securities include investments in funds. Our investments in fixed income instruments generally have an expected maturity of five to seven years, and typically bear interest at a fixed or floating rate. Interest on our debt securities is generally payable quarterly. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt instruments and preferred stock investments may defer payments of dividends or pay interest in-kind, or PIK. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. The level of interest income we receive is directly related to the balance of interest-bearing investments multiplied by the weighted average yield of our investments. In addition to interest income, we may receive dividends and other distributions related to our equity investments. We may also generate revenue in the form of fees from the management of Greenway and Greenway II, prepayment premiums, commitment, loan origination, structuring or due diligence fees, exit fees, amendment fees, portfolio company administration fees, fees for providing significant managerial assistance and consulting fees. These fees may or may not be recurring in nature as part of our normal business operations. We will disclose below what amounts, if any, are material non-recurring fees that have been recorded as income during each respective period.
The following shows the breakdown of investment income for the three and nine months ended September 30,March 31, 2020 and 2019 and 2018 (in millions):
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
| For the three months ended March 31, |
| |||||||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
| 2020 |
|
| 2019 |
| ||||||
Interest income on debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash interest |
| $ | 7.7 |
|
| $ | 10.1 |
|
| $ | 24.5 |
|
| $ | 33.7 |
| $ | 4.5 |
|
| $ | 8.7 |
|
PIK interest |
|
| 0.5 |
|
|
| 0.9 |
|
|
| 1.9 |
|
|
| 1.6 |
|
| — |
|
|
| 0.7 |
|
Prepayment premiums |
|
| 0.2 |
|
|
| — |
|
|
| 0.4 |
|
|
| 0.4 |
| |||||||
Net accretion of discounts and other fees |
|
| 0.3 |
|
|
| 0.7 |
|
|
| 0.9 |
|
|
| 2.5 |
|
| 0.2 |
|
|
| 0.3 |
|
Total interest on debt securities |
|
| 8.7 |
|
|
| 11.7 |
|
|
| 27.7 |
|
|
| 38.2 |
|
| 4.7 |
|
|
| 9.7 |
|
Dividend income (1) |
|
| 3.6 |
|
|
| 3.3 |
|
|
| 11.1 |
|
|
| 8.8 |
|
| 3.0 |
|
|
| 3.7 |
|
Interest income on other income-producing securities (1) |
|
| 0.1 |
|
|
| 0.6 |
|
|
| 0.4 |
|
|
| 2.4 |
|
| — |
|
|
| 0.1 |
|
Fees related to non-controlled, affiliated investments |
|
| 0.1 |
|
|
| 0.2 |
|
|
| 0.5 |
|
|
| 0.7 |
|
| 0.1 |
|
|
| 0.2 |
|
Other income (2) |
|
| 0.3 |
|
|
| 0.3 |
|
|
| 2.6 |
|
|
| 1.0 |
| |||||||
Other income |
| 0.1 |
|
|
| 0.5 |
| ||||||||||||||||
Total investment income |
| $ | 12.8 |
|
| $ | 16.1 |
|
| $ | 42.3 |
|
| $ | 51.1 |
| $ | 7.9 |
|
| $ | 14.2 |
|
(1) | Includes dividend income from preferred and common equity interests in C&K Market, Inc., Copperweld Bimetallics LLC and Logan JV. |
|
|
The decrease in investment income between the three and nine month periods was primarily due to the contraction in the overall investment portfolio since September 30, 2018,March 31, 2019, the decline in LIBOR, and the additional loans put on non-accrual status during the three months ended March 31, 2020, which led to lower interest income, offset by higherincome. Additionally, dividend income from certain equity investments and non-recurring other fee income.decreased due to the sale of Copperweld Bimetallics LLC in 2019.
The following shows a rollforward of PIK income activity for the three and nine months ended September 30,March 31, 2020 and 2019 and 2018 (in millions):
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
|
| Three months ended March 31, |
|
| |||||||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
|
| 2020 |
|
| 2019 |
|
| ||||||
Accumulated PIK balance, beginning of period |
| $ | 4.7 |
|
| $ | 3.7 |
|
| $ | 3.9 |
|
| $ | 3.9 |
|
| $ | 3.6 |
|
| $ | 3.9 |
|
|
PIK income capitalized/receivable |
|
| 0.6 |
|
|
| 0.9 |
|
|
| 2.0 |
|
|
| 1.8 |
|
|
| — |
|
|
| 0.7 |
|
|
PIK reduction due to sale |
|
| (0.1 | ) |
|
| — |
|
|
| (0.2 | ) |
|
| — |
|
|
| — |
|
|
| (0.1 | ) |
|
PIK received in cash from repayments |
|
| — |
|
|
| (0.2 | ) |
|
| (0.5 | ) |
|
| (1.3 | ) | |||||||||
Accumulated PIK balance, end of period |
| $ | 5.2 |
|
| $ | 4.4 |
|
| $ | 5.2 |
|
| $ | 4.4 |
|
| $ | 3.6 |
|
| $ | 4.5 |
|
|
In certain investment transactions, we may provide advisory services. For services that are separately identifiable and external evidence exists to substantiate fair value, income is recognized as earned. We earned no income from advisory services related to portfolio companies for the three and nine months ended September 30, 2019March 31, 2020 and 2018.2019.
Expenses
Our primary operating expenses include the payment of base management fees, borrowing expenses related to our credit facilities and Notes, and expenses reimbursable under the investment management agreement and the allocable portion of overhead under the administration and investment management agreements (“administrator expenses”). The base management fee compensates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our investment management agreement and administration agreement provides that we will reimburse the Advisor for costs and expenses incurred by the Advisor for facilities, office equipment and utilities allocable to the performance by the Advisor of its duties under the agreements, as well as any costs and expenses incurred by the Advisor relating to any administrative or operating services provided by the Advisor to us. We bear all other costs and expenses of our operations and transactions.
The following shows the breakdown of expenses for the three and nine months ended September 30,March 31, 2020 and 2019 and 2018 (in millions):
|
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
|
|
| For the three months ended March 31, |
| |||||||||||||||
|
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
|
|
| 2020 |
|
| 2019 |
| ||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on Borrowings (a) |
| $ | 3.4 |
|
| $ | 3.8 |
|
| $ | 11.0 |
|
| $ | 11.8 |
|
|
| $ | 3.4 |
|
| $ | 4.1 |
|
Base management fees |
|
| 1.2 |
|
|
| 2.2 |
|
|
| 4.9 |
|
|
| 6.9 |
|
|
|
| 1.0 |
|
|
| 1.9 |
|
Incentive fees |
|
| — |
|
|
| 1.7 |
|
|
| — |
|
|
| 1.6 |
|
|
|
| (0.4 | ) |
|
| — |
|
Other expenses |
|
| 0.8 |
|
|
| 1.0 |
|
|
| 2.9 |
|
|
| 3.1 |
|
|
|
| 0.9 |
|
|
| 1.0 |
|
Administrator expenses |
|
| 0.4 |
|
|
| 0.5 |
|
|
| 1.2 |
|
|
| 1.6 |
|
|
|
| 0.3 |
|
|
| 0.4 |
|
Total expenses |
|
| 5.8 |
|
|
| 9.2 |
|
|
| 20.0 |
|
|
| 25.0 |
|
|
|
| 5.2 |
|
|
| 7.4 |
|
Management fee waiver |
|
| — |
|
|
| — |
|
|
| (0.5 | ) |
|
| — |
| |||||||||
Incentive fee waiver |
|
| — |
|
|
| (1.7 | ) |
|
| — |
|
|
| (1.7 | ) | |||||||||
Total expenses, net of fee waivers |
|
| 5.8 |
|
|
| 7.5 |
|
|
| 19.5 |
|
|
| 23.3 |
| |||||||||
Income tax provision, excise and other taxes (b) |
|
| 0.1 |
|
|
| — |
|
|
| 0.4 |
|
|
| 0.2 |
|
|
|
| 0.1 |
|
|
| 0.1 |
|
Total expenses after taxes |
| $ | 5.9 |
|
| $ | 7.5 |
|
| $ | 19.9 |
|
| $ | 23.5 |
|
|
| $ | 5.3 |
|
| $ | 7.5 |
|
(a) | Interest, fees and amortization of deferred financing costs related to our Revolving Facility and Notes. |
(b) | Amounts include the income taxes related to earnings by our consolidated corporate subsidiaries established to hold equity or equity-like investments in portfolio |
The decrease in operating expenses betweenduring the three and nine month periods was primarily due primarily to lower base management fees as a result of portfolio contraction lower administrator expenses allocatedand a reduction in the annual base management fee rate from the Advisor and1.5% to 1.0%. We also incurred lower interest and fees on our Credit Facility due to a reduction in borrowings outstanding, lower unused fees resulting from a reduction in commitments from $190.0 million to $150.0 effective March 13, 2020 and a decrease in LIBOR. Refer to Note 7, Borrowings, of the Consolidated Financial Statements for further detail. Additionally, we reversed $0.4 million of incentive fees during the three months ends March 31, 2020 as a result of portfolio contraction and lower borrowing costs.an adjustment to previously deferred incentive fees, which further contributed to the decrease in total expenses during the three month periods.
We expect certain of our operating expenses, including administrator expenses, professional fees and other general and administrative expenses to decline as a percentage of our total assets during periods of growth and increase as a percentage of our total assets during periods of asset declines.
Net Investment Income
Net investment income was $6.9$2.7 million, or $0.22$0.09 per common share based on a weighted average of 30,991,58529,813,268 common shares outstanding for the for the three months ended September 30, 2019,March 31, 2020, as compared to $8.6$6.7 million, or $0.26$0.21 per common share based on a weighted average of 32,673,59032,289,420 common shares outstanding for the three months ended September 30, 2018.
Net investment income was $22.4 million, or $0.71 per common share based on a weighted average of 31,678,632 common shares outstanding for the nine months ended September 30, 2019 as compared to $27.5 million, or $0.84 per common share based on a weighted average of 32,673,590 common shares outstanding for the nine months ended September 30, 2018.March 31, 2019.
The decrease in net investment income between the three and nine month periods is primarily attributable to a decrease in interest on debt and other income-producing investments due to portfolio contraction and additional loans placed on non-accrual status offset by lower base net management fees, administrator expenses,incentive fees, and interest and fees on Borrowings.our Credit Facility.
Net Realized Gains and Losses on Investments, net of income tax provision
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized.
The following shows the breakdown of net realized gains and losses for the three and nine months ended September 30,March 31, 2020 and 2019 and 2018 (in millions):
|
| For the three months ended September 30, | For the nine months ended September 30, |
| |||||||||||||
|
| 2019 |
|
| 2018 |
|
|
| 2019 |
|
| 2018 |
| ||||
Aerogroup International Inc. (1) |
| $ | — |
|
| $ | (0.4 | ) |
|
| $ | (2.2 | ) |
| $ | (6.7 | ) |
Alex Toys, LLC (2) |
|
| — |
|
|
| — |
|
|
|
| (1.4 | ) |
|
| — |
|
Charming Charlie LLC (3) |
|
| (24.6 | ) |
|
| — |
|
|
|
| (24.6 | ) |
|
| (11.4 | ) |
Copperweld Bimetallics LLC (4) |
|
| 16.7 |
|
|
| — |
|
|
|
| 16.7 |
|
|
| — |
|
Fairstone Financial Inc.(5) |
|
| 0.2 |
|
|
| — |
|
|
|
| 0.2 |
|
|
| 0.2 |
|
Gryphon Partners 3.5, L.P. |
|
| — |
|
|
| 0.1 |
|
|
|
| — |
|
|
| 0.2 |
|
Home Partners of America, Inc.(6) |
|
| — |
|
|
| — |
|
|
|
| 0.0 |
|
|
| — |
|
LAI International, Inc. (7) |
|
| — |
|
|
| — |
|
|
|
| (22.7 | ) |
|
| — |
|
Specialty Brands Holdings, LLC (8) |
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| (21.0 | ) |
THL Credit Logan JV LLC |
|
| — |
|
|
| (0.1 | ) |
|
|
| — |
|
|
| 0.2 |
|
Tri-Starr Management Services, Inc.(9) |
|
| — |
|
|
| — |
|
|
|
| 0.4 |
|
|
| — |
|
YP Equity Investors, LLC |
|
| — |
|
|
| — |
|
|
|
| — |
|
|
| — |
|
Other |
|
| 0.0 |
|
|
| 0.1 |
|
|
|
| (0.1 | ) |
|
| — |
|
Net realized losses |
| $ | (7.7 | ) |
| $ | (0.3 | ) |
|
| $ | (33.7 | ) |
| $ | (38.5 | ) |
|
| For the three months ended March 31, |
| |||||
|
| 2020 |
|
| 2019 |
| ||
Aerogroup International Inc. (1) |
| $ | 0.1 |
|
| $ | (0.8 | ) |
Alex Toys, LLC (2) |
|
| — |
|
|
| (1.5 | ) |
Charming Charlie LLC (3) |
|
| (1.5 | ) |
|
| — |
|
Copperweld Bimetallics, LLC (4) |
|
| (0.3 | ) |
|
| — |
|
Tri Starr Management Services, Inc. (5) |
|
| — |
|
|
| 0.4 |
|
Other |
|
| 0.1 |
|
|
| (0.1 | ) |
Net realized losses |
| $ | (1.6 | ) |
| $ | (2.0 | ) |
(1) |
| In March 2018, Aerogroup International Inc. was sold through bankruptcy proceedings and we received $2.5 million in proceeds with an additional outstanding escrow proceeds in cash through June 2019 realizing additional losses to reflect amounts collected and associated expenses. In 2020, we reversed a portion of the realized losses recorded in 2019 to true up expected accrued expenses related to the bankruptcy proceedings. |
(2) |
| On January 11, 2019, we sold our first lien senior secured term loan in Alex Toys, LLC for total proceeds of $7.7 million. The realized loss of $1.5 million was offset by a corresponding change in unrealized appreciation in the same amount. |
(3) |
| On July 11, 2019, Charming Charlie LLC filed for Chapter 11 bankruptcy protection in Delaware with plans to liquidate the company and any of its remaining assets. In connection with the liquidation, we removed Charming Charlie |
| On September 28, 2019, we were repaid on our second lien term loan in connection with the sale of our controlling common and preferred equity positions in Copperweld Bimetallics LLC with proceeds received of $32.5 million | |
(5) |
| |
|
| |
|
| |
|
| |
|
| On February 5, 2019, we received an additional $0.4 million in cash proceeds related to the final purchase price true-up in connection with the sale of our investment in Tri-Starr Management Services, Inc. in October 2018. |
Net Change in Unrealized Appreciation (Depreciation) of Investments
Net change in unrealized appreciation (depreciation) primarily reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded appreciation or depreciation when gains or losses are realized.
The following shows the breakdown in the changes in unrealized appreciation of investments for the three and nine months ended September 30,March 31, 2020 and 2019 and 2018 (in millions):
| Three months ended September 30, | Nine months ended September 30, |
| Three months ended March 31, 2020 | |||||||||||||||||||
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
| 2020 |
|
| 2019 |
|
| ||||||
Gross unrealized appreciation on investments | $ | 1.7 |
|
| $ | 5.8 |
|
| $ | 4.8 |
|
| $ | 22.6 |
| $ | 3.3 |
|
| $ | 9.6 |
|
|
Gross unrealized depreciation on investments |
| (9.6 | ) |
|
| (9.0 | ) |
|
| (17.5 | ) |
|
| (29.7 | ) |
| (70.6 | ) |
|
| (15.2 | ) |
|
Reversal of prior period net unrealized depreciation upon a realization |
| 8.9 |
|
|
| - |
|
|
| 15.1 |
|
|
| 30.3 |
| ||||||||
Reversal of prior period net unrealized (appreciation) depreciation upon a realization |
| (0.4 | ) |
|
| 1.3 |
|
| |||||||||||||||
Total | $ | 1.0 |
|
| $ | (3.2 | ) |
| $ | 2.4 |
|
| $ | 23.2 |
| $ | (67.7 | ) |
| $ | (4.3 | ) |
|
The net change in unrealized appreciation (depreciation) on our investments forDuring the three and nine months ended September 30, 2019 and 2018 was the result of the write-down of investments offset by reversal of net unrealized losses due to realization of certain portfolio investments and the performance of certain portfolio investments, including controlled investments. See Schedule 12-14 in the accompanying notes to the consolidated financial statements.
For the three and nine months ended September 30, 2019,March 31, 2020, the largest reductionreductions in value for the investments still held as of the reporting date waswere related to OEM Group, LLC (an investment where we hold a controlling interest), Holland Intermediate Acquisition Corp., Allied Wireline Services, LLC and a market driven reduction of Logan JV, an investment where we also hold a controlling equity interest. Many of our portfolio companies operate in industries that are materially impacted by COVID-19, including but not limited to healthcare, travel, entertainment and hospitality. Many of these companies are facing operational and financial hardships resulting from the spread of COVID-19 and related governmental measures, such as the closure of stores, restrictions on travel, quarantines or
stay-at-home orders. Many of our portfolio companies are facing increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams, and limited or higher cost of access to preferred sources of funding. The disruptions caused by COVID-19 and the restrictions put in place have contributed to the write-down in the value of our portfolio as of March 31, 2020. If the disruptions caused by COVID-19 continue and the restrictions put in place are not lifted, the businesses of these portfolio companies could suffer materially or become insolvent, which would further decrease the value of our investments.
During 2019, the largest reduction in value was in our investment in LAI International Inc., which was placed on non-accrual status with an investment score of “5” during the quarter ended March 31, 2019. This reduction was partially offset by a netan increase in the value of approximately $13.8 million due to realizations: a reversal of prior period unrealized depreciation to realized losses for Charming Charlie Inc. and LAI International Inc. and a reversal of unrealized appreciation to realized gains forour investment in Copperweld Bimetallics LLC, (See “Net Realized Gains and Losses on Investments” above).where we held a controlling equity interest.
Provision for Taxes on Unrealized Gains on Investments
Certain consolidated subsidiaries of ours are subject to U.S. federal and state income taxes. These taxable entities are not consolidated with usthe Company for income tax purposes and may generate income tax liabilities or assets from temporary differences in the recognition of items for financial reporting and income tax purposes at the subsidiaries. For the three months ended September 30,March 31, 2020 and 2019, and 2018, we recognized a benefit (provision) for tax on unrealized gains on investments of $0.5 million and $0.1 million, and $(0.2) millionrespectively, for consolidated subsidiaries, respectively. For the nine months ended September 30, 2019 and 2018, we recognized a benefit (provision) for tax on unrealized gains on investments of $0.3 and $(0.3) million for consolidated subsidiaries, respectively.subsidiaries. As of September 30, 2019March 31, 2020 and December 31, 2018, $1.82019, $1.5 million and $2.0$1.9 million, respectively, were included in deferred tax liability on the Consolidated Statements of Assets and Liabilities relating to deferred tax on unrealized gain on investments. The change in provision for tax on unrealized gains on investments relates primarily to changes to the unrealized appreciation (depreciation) of the investments held in these taxable consolidated subsidiaries, other temporary differences and a change in the prior year estimates received from certain portfolio companies.
Net (Decrease) Increase (Decrease) in Net Assets Resulting from Operations
Net (decrease) increase (decrease) in net assets resulting from operations totaled $0.3$(66.2) million, or $(2.22) per common share based on a weighted average of 29,813,268 common shares for the three months ended March 31, 2020, as compared to $0.2 million, or $0.01 per common share based on a weighted average of 30,991,58532,289,420 common shares for the three months ended September 30,March 31, 2019, as compared to $4.7 million, or $0.14 per common share based on a weighted average of 32,673,590 common shares for the three months ended September 30, 2018, respectively.
Net (decrease) increase in net assets resulting from operations totaled $(9.2) million, or $(0.29) per common share based on a weighted average of 31,678,632 common shares for the nine months ended September 30, 2019, as compared to $12.5 million, or $0.38 per common share based on a weighted average of 32,673,590 common shares for the nine months ended September 30, 2018, respectively.
The changes in net assets from operations between the three months ended September 30,March 31, 2020 and 2019 and 2018 and the nine months ended September 30, 2019 and 2018 is due primarily to lower interest income as a result of portfolio contraction and additional loans placed on non-accrual status, and the increase of the realized and unrealized losses in the portfolio (as described above) and the related tax impact.
Financial condition, liquidity and capital resources
Cash Flows from Operating and Financing Activities
Our liquidity and capital resources are derived from our borrowings, equity raises and cash flows from operations, including investment sales and repayments, and investment income earned. Our primary use of funds from operations includes investments in portfolio companies, payment of distributions to the holders of our common stock and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our borrowings and the proceeds from the turnover in our portfolio and from public and private offerings of securities to finance our investment objectives, to the extent permitted by the 1940 Act. We are continuously and critically reviewing our liquidity and anticipated capital requirements in light of the uncertainty created by the COVID-19 global pandemic. We expect that the significant disruption in business activity and the financial markets will impact several sources of our liquidity. For example, limited opportunities to successfully exit investments due to, among other things, lower valuations, a lack of potential buyers with the financial resources to pursue acquisitions, and our portfolio companies limited ability to repay their obligations to us, will impact cash flows from operating activities. For more information on the potential impact of the COVID-19 pandemic on our business, see “Item 1A. Risk Factors – Major public health issues, and specifically the novel coronavirus COVID-19, could have an adverse impact on our financial condition and results of operations and other aspects of our business.”
We may raise additional equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, by securitizing a portion of our investments or borrowings from credit facilities. To the extent we determine to raise additional equity through an offering of our common stock at a price below net asset value, existing investors will experience dilution.
In December 2015 and November 2016, we closed a public debt offering selling $35.0 million and $25.0 million, respectively, of Notes due in 2022, or the 2022 Notes, including the exercise of the overallotment option, through a group of underwriters, less an underwriting discount, and received net proceeds of $34.0 million and $24.3 million, respectively. In October 2018 we closed a public debt offering selling $51.6 million of Notes due in 2023 or the 2023 Notes, including the exercise of the overallotment option, through a group of underwriters, less an underwriting discount, and received net proceeds of $50.1 million. The proceeds received from the issuance of the 2023 Notes were primarily used to repay the 2021 Notes. Collectively, the 2022 Notes and 2023 Notes are referred to as the Notes.
We borrowed $78.5$15.5 million under our Revolving Facility for the ninethree months ended September 30,March 31, 2020 and made no repayments on our Revolving Facility. We borrowed $18.0 million under our Revolving Facility for the three months ended March 31, 2019 and repaid $117.5$8.8 million (includes CAD $19.4 million converted to USD $14.8 million) on our Revolving Facility from proceeds received from prepayments and sales and investment income. We borrowed $69.5 million under our Revolving Facility for the nine months ended September 30, 2018 and repaid $123.1 million on our Revolving Facility (includes CAD $10.0 million converted to USD $7.7 million) from proceeds received from prepayments and sales and investment income.
Our operating activities provided (used) provided cash of $78.3$9.1 million and $83.1$(5.2) million for the ninethree months ended September 30,March 31, 2020 and 2019, and 2018, respectively, primarily in connection with the purchase and sales of portfolio investments. For the ninethree months ended September 30,March 31, 2020, our financing activities included net borrowings of $(15.5) million on our Revolving Facility and used $6.2 million for distributions to stockholders and $2.2 million to repurchase common stock. For the three months ended March 31, 2019, our financing activities included net borrowings of $39.0$9.3 million on our Revolving Facility and used $19.9$6.8 million for distributions to stockholders, $11.6$1.3 million to repurchase common stock and $0.3 million for the payment of financing costs. For the nine months ended September 30, 2018, our financing activities included net repayments of $53.6 million on our Revolving Facility and used $26.5 million for distributions to stockholders.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, we had cash of $14.3$22.1 million and $6.9$5.9 million, respectively. We had no cash equivalents as of September 30, 2019March 31, 2020 and December 31, 2018.2019.
We believe cash balances, our Revolving Facility capacity and any proceeds generated from the sale or pay down of investments provides us with the liquidity necessary to acquitfulfill our pipeline in the near future.
The following shows a summary of our Borrowings as of September 30, 2019March 31, 2020 and December 31, 20182019 (in millions):
|
| As of |
|
| As of |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| September 30, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||
Facility |
| Commitments |
|
| Borrowings Outstanding (1) |
|
| Weighted Average Borrowings Outstanding (2)(3) |
|
| Weighted Average Interest Rate (8) |
|
| Commitments |
|
| Borrowings Outstanding (4) |
|
| Weighted Average Borrowings Outstanding (3)(5) |
|
| Weighted Average Interest Rate (8) |
|
| Commitments |
|
| Borrowings Outstanding (1) |
|
| Weighted Average Borrowings Outstanding (2) |
|
| Weighted Average Interest Rate (6) |
|
| Commitments |
|
| Borrowings Outstanding (3) |
|
| Weighted Average Borrowings Outstanding (4) |
|
| Weighted Average Interest Rate (6) |
| ||||||||||||||||
Revolving Facility |
| $ | 190.0 |
|
| $ | 69.2 |
|
| $ | 103.2 |
|
|
| 4.56 | % |
| $ | 275.0 |
|
| $ | 107.7 |
|
| $ | 135.1 |
|
|
| 4.90 | % |
| $ | 150.0 |
|
| $ | 81.7 |
|
| $ | 77.2 |
|
|
| 3.31 | % |
| $ | 190.0 |
|
| $ | 66.2 |
|
| $ | 92.1 |
|
|
| 4.25 | % |
2021 Notes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 42.4 |
|
|
| - |
| ||||||||||||||||||||||||||||||||
2022 Notes |
|
| 60.0 |
|
|
| 60.0 |
|
|
| 60.0 |
|
|
| 6.75 | % |
|
| 60.0 |
|
|
| 60.0 |
|
|
| 15.0 |
|
|
| 6.75 | % |
|
| 60.0 |
|
|
| 60.0 |
|
|
| 60.0 |
|
|
| 6.75 | % |
|
| 60.0 |
|
|
| 60.0 |
|
|
| 60.0 |
|
|
| 6.75 | % |
2023 Notes |
|
| 51.6 |
|
|
| 51.6 |
|
|
| 51.6 |
|
|
| 6.13 | % |
|
| 51.6 |
|
|
| 51.6 |
|
|
| 12.1 |
|
|
| 6.13 | % |
|
| 51.6 |
|
|
| 51.6 |
|
|
| 51.6 |
|
|
| 6.13 | % |
|
| 51.6 |
|
|
| 51.6 |
|
|
| 51.6 |
|
|
| 6.13 | % |
Total |
| $ | 301.6 |
|
| $ | 180.8 |
|
| $ | 214.8 |
|
|
| 5.73 | % |
| $ | 386.6 |
|
| $ | 219.3 |
|
| $ | 204.6 |
|
|
| 5.70 | % |
| $ | 261.6 |
|
| $ | 193.3 |
|
| $ | 188.8 |
|
|
| 5.13 | % |
| $ | 301.6 |
|
| $ | 177.8 |
|
| $ | 203.7 |
|
|
| 5.64 | % |
(1) | As of |
(2) | Represents the weighted average borrowings outstanding for the |
(3) |
|
| As of December 31, |
| Represents the weighted average borrowings outstanding for the year ended December 31, |
|
|
| As part of Amendment |
| Represents the weighted average interest rate as of |
Credit Facility
On December 15, 2017, we entered into an amendment, or the Revolving Amendment, to our existing revolving credit agreement, or Revolving Facility. The Revolving Amendment revised the Revolving Facility dated August 19, 2015 to, among other things, extend the maturity date from August 2019 to December 2022 (with a one year term out period beginning in December 2021). The one year term out period is the one year anniversary between the revolver termination date, or the end of the availability period, and the maturity date. During this time, we are required to make mandatory prepayments on ourits loans from the proceeds we receive from the sale of assets, extraordinary receipts, returns of capital or the issuances of equity or debt. The Revolving Amendment also reduced the size of the revolver commitments from $303.5 million to $275.0 million and terminated the $75.0 million term loan facility. On March 26, 2019, we entered into Amendment No. 1 which amended ourthe Revolving Facility to, among other things, reduce the size of the commitments thereunderfrom $275.0 million to $190.0 million, provide a $20.0 million letter of credit subfacility and lower the testing levels of certain financial covenants. On March 13, 2020, we entered into Amendment No.4 which further amended the Revolving Facility to, among other things, reduce the size of commitments from $190.0 million to $150.0 million.
The Revolving Facility, denominated in USD,US dollars, has an interest rate of LIBOR plus 2.5% (with no LIBOR floor). The Revolving Facility, denominated in CAD, has an interest rate of CDOR plus 2.5% (with no CDOR floor). The non-use fee is 1.0% annually if we use 35% or less of the Revolving Facility and 0.50% annually if we use more than 35% of the Revolving Facility. We elect the LIBOR or CDOR rates on the loans outstanding on our Revolving Facility, which has a LIBOR or CDOR period that is one, two, three or nine months. The LIBOR rate on the USD borrowings outstanding on ourits Revolving Facility had a one month LIBOR period as of September 30, 2019. A recent amendment to theMarch 31, 2020. We had no Canadian borrowings outstanding on our Revolving Facility included a provision to provide for a replacement rate for LIBOR in anticipationas of the expected LIBOR phase-out.March 31, 2020.
As of September 30, 2019,March 31, 2020, we had USD borrowings of $69.2$81.7 million outstanding under the Revolving Facility with a quarter-end interest rate of 4.56%3.31%. The borrowings denominated in CAD are translated into USD based on the spot rate at each balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Facility borrowings is included in unrealized appreciation (depreciation) on foreign currency borrowings in our Consolidated Statements of Operations. AsThe borrowings denominated in CAD may be positively or negatively affected by movements in the rate of September 30, 2019, we hadexchange between USD and CAD. This movement is beyond our control and cannot be predicted. There were no CAD borrowings outstanding.outstanding on our Revolving Facility as of or for the three months ended March 31, 2020.
The Revolving Facility includes an accordion feature permitting us to expand the Revolving Facility, if certain conditions are satisfied; provided, however, that the aggregate amount of the Revolving Facility, collectively, is capped. The Revolving Amendment revised the cap from $600.0 million to $500.0 million.
The Revolving Facility generally requires payment of interest on a quarterly basis for ABR loans (commonly based on the Prime Rate or the Federal Funds Rate), and at the end of the applicable interest period for Eurocurrency loans bearing interest at LIBOR or CDOR, the interest rate benchmarks used to determine the variable rates paid on the Revolving Facility. All outstanding principal is due upon each maturity date. The Revolving Facility also requiresrequire a mandatory prepayment of interest and principal upon certain customary triggering events (including, without limitation, the disposition of assets or the issuance of certain securities).
Borrowings under the Revolving Facility are subject to, among other things, a minimum borrowing/collateral base. The facilities have certain collateral requirements and/or covenants, including, but limited to, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) limitations on the creation or existence of agreements that prohibit liens on certain properties of ours and our subsidiaries, and (e) compliance with certain financial maintenance standards including (i) minimum stockholders’ equity, (ii) a ratio of total assets (less total liabilities not represented by senior securities) to the aggregate amount of senior securities representing indebtedness, of us and our consolidated subsidiaries, of not less than 2.00:1.00, (iii) minimum liquidity, (iv) minimum net worth, and (v) a consolidated interest coverage ratio. In addition to the financial maintenance standards, described in the preceding sentence, borrowings under the facilities (and the incurrence of certain other permitted debt) are subject to compliance with a borrowing base that applies different advance rates to different types of assets in our portfolio.
We cannot be assured that we will be able to borrow funds under the Revolving Facility at any particular time or at all. We are currently in compliance with all financial covenants under the Revolving Facility.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the carrying amount of ourthe Company’s outstanding Revolving Facility approximated fair value. The fair value of ourthe Company’s Revolving Facility is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of ourthe Company’s Revolving Facility is estimated based upon market interest rates and entities with similar credit risk. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, the Revolving Facility would be deemed to be Level 3 of the fair value hierarchy.
Interest expense and related fees, excluding amortization of deferred financing costs, of $1.2$0.9 million and $1.6 million were incurred in connection with the Revolving Facility during the three months ended September 30,March 31, 2020 and 2019, and 2018, respectively. Interest expense and related fees, excluding amortization of deferred financing costs, of $4.3 million and $5.3 million were incurred in connection with the Revolving Facility during the nine months ended September 30, 2019 and 2018, respectively.
Amortization of deferred financing costs of $0.1$0.4 million, which included one-time accelerated amortization of $0.3 million in connection with a reduction in the revolver commitment size, and $0.1$0.5 million, which included one-time accelerated amortization of $0.4 million, respectively, were incurred in connection with the Revolving Facility for the three months ended September 30, 2019March 31, 2020 and 2018. Amortization of deferred financing costs of $0.8 million, which included a one-time accelerated amortization of $0.4 million in connection with a reduction in the revolver commitment size, and $0.4 million, respectively, were incurred in connection with the Revolving Facility for the nine months ended September 30, 2019 and 2018.2019. As of September 30, 2019,March 31, 2020, we had $1.8$1.2 million of deferred financing costs related to the Revolving Facility, which is presented as an asset. As of December 31, 2018,2019, we had $2.3$1.6 million of deferred financing costs related to the Revolving Facility, which is presented as an asset.
Recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur under the 1940 Act from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. At our Annual Meeting of Stockholders on June 14, 2019, stockholders approved a proposal to reduce our asset coverage ratio to 150%. Such asset coverage ratio became effective on June 15, 2019. We may be ableOn April 14, 2020, we received lender consent to increase our leverage up to an amount that reducesreduce our asset coverage ratio to 150% once we amend the Revolving Facility, which would require our lender consent. Our asset coverage as of September 30, 2019 was in excess of 200%165%.
In December 2015 and November 2016, we completed a public offering of $35.0 million and $25.0 million, respectively, in aggregate principal amount of 6.75% notes due 2022, or the 2022 Notes. The 2022 Notes mature on December 30, 2022, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 30, 2018. The 2022 Notes bear interest at a rate of 6.75% per year payable quarterly on March 30, June 30, September 30 and December 30, of each year, beginning March 30, 2016 and trade on the New York Stock Exchange under the trading symbol “TCRZ”.
On October 5, 2018, we completed a public offering of $50.0 million in aggregate principal amount of 6.125% notes due 2023. The 2023 Notes mature on October 30, 2023, and may be redeemed in whole or in part at any time or from time to time at our option on or after October 30, 2021. The 2023 Notes bear interest at a rate of 6.125% per year payable quarterly on March 30, June 30, September 30 and December 30, of each year, beginning December 30, 2018 and trade on the New York Stock Exchange under the trading symbol “TCRW”. On October 16, 2018, the underwriters exercised their option to purchase an additional $1.6 million to cover overallotments. The proceeds from this public offering were used to redeem the previously issued notes due 2021, or 2021 Notes and partially repay the Revolving Facility. The redemption of the 2021 Notes was completed on November 5, 2018. As a result of this redemption, we recognized approximately $0.9 million of one-time costs from the accelerated amortization of deferred financing costs related to the 2021 Notes during 2018. We refer to the 2022 Notes and 2023 Notes collectively as the Notes. The 2021 Notes are included and the 2023 Notes are excluded under the definition for the prior years presented.
The Notes are our direct unsecured obligations and rank: (i) pari passu with our other outstanding and future senior unsecured indebtedness; (ii) senior to any of our future indebtedness that expressly provides it is subordinated to the Notes; (iii) effectively subordinated to all our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness, including without limitation, borrowings under our Revolving Facility; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries.
The Base Indenture, as supplemented by the First, Second and Third Supplemental Indentures (the “Indenture”), contains certain covenants including covenants requiring us to comply with (regardless of whether it is subject to) Section 18 (a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC. Currently these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowings.borrowings (if certain requirements are met). These covenants are subject to important limitations and exceptions that are described in the Indenture. The Indenture provides for customary events of default and further provides that the Trustee or the holders of 25% in aggregate principal amount of the outstanding Notes in a series may declare such Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period. As of September 30, 2019,March 31, 2020, we were in compliance with the terms of the Base Indenture and the First, Second and Third Supplemental Indentures governing the Notes. See Note 7 to our consolidated financial statements for more detail on the Notes.
As of September 30, 2019,March 31, 2020, the carrying amount and fair value of our Notes was $111.6 million and $114.4$91.9 million, respectively. As of December 31, 2018,2019, the carrying value and fair value of our Notes was $111.6 million and $111.0$114.9 million, respectively. The fair value of our Notes is determined in accordance with ASC 820, which defines fair value in terms of the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value of the Notes is based on the closing price of the security, which is a Level 2 input under ASC 820 due to the trading volume.
In connection with the issuance of the 2022 and 2023 Notes, we incurred $4.8 million of fees and expenses. Any of these deferred financing costs are presented as a reduction to the notes payable balance and are being amortized using the effective interest method over the term of the Notes. For the three months ended September 30,March 31, 2020 and 2019, and 2018, we amortized approximately $0.2 million and $0.2 million of deferred financing costs, respectively, which is reflected in amortization of deferred financing costs on the Consolidated Statements of Operations. For the nine months ended September 30, 2019 and 2018, we amortized approximately $0.6 million and $0.5 million of deferred financing costs, respectively, which is reflected in amortization of deferred financing costs on the Consolidated Statements of Operations. As of September 30, 2019March 31, 2020 and December 31, 2018,2019, we had $2.9$2.5 million and $3.5$2.7 million, respectively, of remaining deferred financing costs on the Notes, which reduced the notes payable balance on our Consolidated Statements of Assets and Liabilities.
For the three months ended September 30,March 31, 2020 and 2019, and 2018, we incurred interest expense on the Notes of approximately $1.8 million and $1.9 million, respectively. For the nine months ended September 30, 2019 and 2018, we incurred interest expense on the Notes of approximately $5.4 million and $5.6$1.8 million, respectively.
Commitments and Contingencies and Off-Balance Sheet Arrangements
From time to time, we, or the Advisor, may become party to legal proceedings in the ordinary course of business, including proceedings related to the enforcement of our rights under contracts with our portfolio companies. Neither we, nor the Advisor, are currently subject to any material legal proceedings.
Unfunded commitments to provide funds to portfolio companies are not reflected in our Consolidated Statements of Assets and Liabilities. Our unfunded commitments may be significant from time to time. These commitments will be subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that we hold. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We intend to use cash flow from normal and early principal repayments and proceeds from borrowings and offerings to fund these commitments.
As of September 30, 2019March 31, 2020 and December 31, 2018,2019, we have the following unfunded commitments to portfolio companies (in millions):
|
| As of |
|
| As of |
| ||||||||||
|
| September 30, 2019 |
|
| December 31, 2018 |
|
| March 31, 2020 |
|
| December 31, 2019 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfunded delayed draw facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barry's Bootcamp Holdings, LLC |
|
| 2.7 |
|
|
| — |
| ||||||||
Apex Service Partners, LLC |
| $ | 1.2 |
|
| $ | — |
| ||||||||
BCDI Rodeo Dental Buyer, LLC |
|
| 2.0 |
|
|
| — |
|
|
| 0.7 |
|
|
| 2.0 |
|
Certify, Inc. |
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
|
| 0.1 |
|
Charming Charlie LLC (2) |
|
| — |
|
|
| 8.3 |
| ||||||||
Home Partners of America, Inc. |
|
| — |
|
|
| 5.9 |
| ||||||||
PDFTron Systems |
|
| 1.1 |
|
|
|
|
|
|
| 1.1 |
|
|
| 1.1 |
|
Simplicity Financial Marketing Holdings Inc. |
|
| 1.0 |
|
|
| — |
|
|
| 1.0 |
|
|
| 1.0 |
|
Women's Health USA, Inc. |
|
| 0.0 |
|
|
| — |
| ||||||||
|
|
| 6.9 |
|
|
| 14.2 |
|
|
| 4.1 |
|
|
| 4.2 |
|
Unfunded revolving commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-800 Hansons, LLC (1) |
|
| 0.3 |
|
|
| 0.1 |
|
|
| 0.1 |
|
|
| 0.1 |
|
ABC Legal Intermediate Holding II, LLC |
|
| 0.7 |
|
|
| — |
| ||||||||
ABC Legal Services, LLC |
|
| — |
|
|
| 0.7 |
| ||||||||
BCDI Rodeo Dental Buyer, LLC |
|
| 1.4 |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
Certify, Inc. |
|
| 0.1 |
|
|
| — |
|
|
| 0.1 |
|
|
| 0.1 |
|
Communication Technology Intermediate |
|
| 0.8 |
|
|
| — |
|
|
| — |
|
|
| 0.4 |
|
EBS Intermediate LLC |
|
| 1.7 |
|
|
| 1.7 |
|
|
| 1.7 |
|
|
| 1.7 |
|
Gener8, LLC |
|
| 0.5 |
|
|
| 1.0 |
|
|
| 1.5 |
|
|
| 1.5 |
|
HealthDrive Corporation(2) |
|
| 1.8 |
|
|
| 1.8 |
|
|
| 0.3 |
|
|
| 2.1 |
|
Holland Intermediate Acquisition Corp. (1) |
|
| 3.0 |
|
|
| 3.0 |
|
|
| 3.0 |
|
|
| 3.0 |
|
IRC Opco LLC |
|
| 0.8 |
|
|
| — |
|
|
| — |
|
|
| 0.8 |
|
Loadmaster Derrick & Equipment, Inc. |
|
| 0.1 |
|
|
| — |
|
|
| 0.2 |
|
|
| 0.6 |
|
NCP Investor, Inc. |
|
| 1.0 |
|
|
| 1.0 |
|
|
| 1.0 |
|
|
| 1.0 |
|
OEM Group, LLC (2) |
|
| 3.8 |
|
|
| 2.3 |
|
|
| 0.3 |
|
|
| 3.8 |
|
PDFTron Systems Inc. |
|
| 0.5 |
|
|
| — |
|
|
| 0.5 |
|
|
| 0.5 |
|
Sciens Building Solutions, LLC |
|
| — |
|
|
| 2.5 |
| ||||||||
Simplicity Financial Marketing Holdings Inc. |
|
| 0.4 |
|
|
| — |
|
|
| — |
|
|
| 0.4 |
|
SolutionReach, Inc. |
|
| 0.9 |
|
|
| — |
|
|
| 0.2 |
|
|
| 0.9 |
|
SPST Holdings, LLC |
|
| 0.7 |
|
|
| 0.7 |
|
|
| 0.8 |
|
|
| 0.7 |
|
SRS Acquiom Holdings, LLC |
|
| 0.4 |
|
|
| 0.4 |
|
|
| 0.4 |
|
|
| 0.4 |
|
Women's Health USA, Inc. |
|
| 1.5 |
|
|
| 1.5 |
|
|
| — |
|
|
| 1.5 |
|
|
|
| 20.4 |
|
|
| 16.0 |
|
|
| 10.1 |
|
|
| 21.0 |
|
Unfunded commitments to investments in funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freeport Financial SBIC Fund LP |
|
| 0.7 |
|
|
| 0.7 |
|
|
| 0.7 |
|
|
| 0.7 |
|
Gryphon Partners 3.5, L.P. |
|
| 0.3 |
|
|
| 0.3 |
|
|
| 0.2 |
|
|
| 0.2 |
|
|
|
| 1.0 |
|
|
| 1.0 |
|
|
| 0.9 |
|
|
| 0.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unfunded commitments |
| $ | 28.3 |
|
| $ | 31.2 |
|
| $ | 15.1 |
|
| $ | 26.1 |
|
(1) | We have sole discretion as to whether to lend under this revolving commitment. |
(2) | ||||
|
The changes in fair value of our unfunded commitments are considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding. We will fund our unfunded commitments from the same sources we use to fund our investment commitments that are funded at the time they are made (which are typically existing cash and cash equivalents and borrowings under our Revolving Facility). We manage our liquidity to ensure that we have available capital to fund our unfunded commitments as necessary.
We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain our status as a RIC, we are required to distribute, for each taxable year, at least 90% of our investment company taxable income. To avoid a 4% excise tax on undistributed earnings, we are required to distribute each calendar year the sum of (i) 98% of our ordinary income for such calendar year, (ii) 98.2% of our capital gain net income for the one-year period ending October 31 of that calendar year and (iii) any income recognized, but not distributed, in preceding years and on which we paid no federal income tax.
Our quarterly distributions, if any, will be determined by our board of directors. We intend to make distributions to stockholders on a quarterly basis of substantially all of our net investment income. Although we intend to make distributions of net realized capital gains, if any, at least annually, out of assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. In addition, the extent and timing of special dividends, if any, will be determined by our board of directors and will largely be driven by portfolio specific events and tax considerations at the time.
In addition, we may be limited in our ability to make distributions due to the BDC asset coverage test for borrowings applicable to us as a BDC under the 1940 Act.
The following table summarizes our recent distributions declared and paid or to be paid on all shares including distributions reinvested, if any:
Date Declared |
| Record Date |
| Payment Date |
| Amount Per Share |
|
| Record Date |
| Payment Date |
| Amount Per Share |
| ||
March 8, 2016 |
| March 21, 2016 |
| March 31, 2016 |
| $ | 0.34 |
| ||||||||
May 3, 2016 |
| June 15, 2016 |
| June 30, 2016 |
| $ | 0.34 |
| ||||||||
August 2, 2016 |
| September 15, 2016 |
| September 30, 2016 |
| $ | 0.34 |
| ||||||||
November 8, 2016 |
| December 15, 2016 |
| December 30, 2016 |
| $ | 0.27 |
| ||||||||
March 7, 2017 |
| March 20, 2017 |
| March 31, 2017 |
| $ | 0.27 |
| ||||||||
May 5, 2017 |
| June 15, 2017 |
| June 30, 2017 |
| $ | 0.27 |
|
| June 15, 2017 |
| June 30, 2017 |
| $ | 0.27 |
|
August 1, 2017 |
| September 15, 2017 |
| September 29, 2017 |
| $ | 0.27 |
|
| September 15, 2017 |
| September 29, 2017 |
| $ | 0.27 |
|
November 7, 2017 |
| December 15, 2017 |
| December 29, 2017 |
| $ | 0.27 |
|
| December 15, 2017 |
| December 29, 2017 |
| $ | 0.27 |
|
March 2, 2018 |
| March 20, 2018 |
| March 30, 2018 |
| $ | 0.27 |
|
| March 20, 2018 |
| March 30, 2018 |
| $ | 0.27 |
|
May 1, 2018 |
| June 15, 2018 |
| June 29, 2018 |
| $ | 0.27 |
|
| June 15, 2018 |
| June 29, 2018 |
| $ | 0.27 |
|
August 7, 2018 |
| September 14, 2018 |
| September 28, 2018 |
| $ | 0.27 |
|
| September 14, 2018 |
| September 28, 2018 |
| $ | 0.27 |
|
November 6, 2018 |
| December 14, 2018 |
| December 31, 2018 |
| $ | 0.27 |
|
| December 14, 2018 |
| December 31, 2018 |
| $ | 0.27 |
|
March 5, 2019 |
| March 20, 2019 |
| March 29, 2019 |
| $ | 0.21 |
|
| March 20, 2019 |
| March 29, 2019 |
| $ | 0.21 |
|
May 7, 2019 |
| June 14, 2019 |
| June 28, 2019 |
| $ | 0.21 |
|
| June 14, 2019 |
| June 28, 2019 |
| $ | 0.21 |
|
August 6, 2019 |
| September 16, 2019 |
| September 30, 2019 |
| $ | 0.21 |
|
| September 16, 2019 |
| September 30, 2019 |
| $ | 0.21 |
|
October 31, 2019 |
| December 16, 2019 |
| December 31, 2019 |
| $ | 0.21 |
|
| December 16, 2019 |
| December 31, 2019 |
| $ | 0.21 |
|
March 3, 2020 |
| March 20, 2020 |
| March 31, 2020 |
| $ | 0.21 |
| ||||||||
May 5, 2020 |
| June 15, 2020 |
| June 30, 2020 |
| $ | 0.10 |
|
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our status as a regulated investment company. We cannot assure stockholders that they will receive any distributions at a particular level.
We maintain an “opt in” dividend reinvestment plan for our common stockholders. As a result, unless stockholders specifically elect to have their dividends automatically reinvested in additional shares of common stock, stockholders will receive all such dividends in cash. There were no dividends reinvested for the three and nine months ended September 30, 2019. There were no dividends reinvested for the threeMarch 31, 2020 and nine months ended September 30, 2018,2019, respectively.
Under the terms of our dividend reinvestment plan, dividends will primarily be paid in newly issued shares of common stock. However, we reserve the right to purchase shares in the open market in connection with the implementation of the plan. This feature of the plan means that, under certain circumstances, we may issue shares of our common stock at a price below net asset value per share, which could cause our stockholders to experience dilution.
Distributions in excess of our current and accumulated earnings and profits would generally be treated as a return of capital to the extent of the stockholder’s adjusted tax basis in our shares. If a stockholder’s tax basis is reduced to zero, the stockholder would generally treat any remaining distributions in excess of our current and accumulated earnings and profits as a capital gain. The determination of the tax attributes of our distributions will be made annually as of the end of our fiscal year based upon our taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year. Each year, a statement on Form 1099-DIV identifying the source of the distributions will be sent to our U.S. stockholders of record (other than certain exempt recipients). Our board of directors presently intends to declare and pay quarterly distributions. Our ability to pay distributions could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and loan covenants.
We may generate qualified interest income and short-term capital gains that may be exempt from United States withholding tax when distributed to foreign accounts. A RIC is permitted to designate distributions in the form of dividends that represent interest income from U.S. sources (commonly referred to as qualified interest income) and short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. stockholders with proper documentation. As of September 30, 2019,March 31, 2020, the percentage of 20192020 income estimated as qualified interest income for tax purposes was 78.2%78.3%.
On March 2, 2018 our board of directors authorized a $20.0 million stock repurchase program, which was amended and extended on March 5, 2019 to authorize the repurchase of outstanding shares in an aggregate amount of up to $15.0 million. Effective March 14, 2019, we adopted a stock trading plan in accordance with Rule 10b5-1 of the Exchange Act. This plan was completed in November of 2019. On December 16, 2019, our board of directors authorized a new $10.0 million stock repurchase program, which, unless extended by our board of directors, will expire on December 16, 2020 and may be modified or terminated at any time for any reason without prior notice. Effective December 17, 2019, we adopted a stock trading plan in accordance with Rule 10b5-1 of the Exchange Act, which was terminated on March 10, 2020. We provided our stockholders with notice of our ability to repurchase shares of our common stock in accordance with 1940 Act requirements. We retired all shares of common stock purchased in connection with the stock repurchase program prior to termination and plan to retire all shares of common stock that we purchase in the future in connection with the program.
The following table summarizes our share repurchases under our stock repurchase program for the three months ended March 31, 2020 and 2019 (in millions):
| For the three months ended March 31, |
| |||||
2020 |
|
| 2019 |
| |||
Dollar amount repurchased (1) | $ | 2.2 |
|
| $ | 1.3 |
|
Shares repurchased |
| 0.3 |
|
|
| 0.2 |
|
Average price per share (including commission) | $ | 6.33 |
|
| $ | 6.67 |
|
Weighted average discount to net asset value |
| 16.99 | % |
|
| 27.36 | % |
(1) | Effective March 14, 2019, we adopted a stock trading plan in accordance with Rule 10b5-1 of the Exchange Act. Under this plan (“10b5-1 Plan”), during the quarter ended March 31, 2019, we purchased 0.1 million shares at an average cost of $6.63, inclusive of commissions. All of the shares repurchased during the quarter ended March 31, 2020 were under the 10b5-1 Plan adopted on December 17, 2019. |
Related Party Transactions
Refer to Note 4 – “Related Party Transactions”, in the Notes to the Consolidated Financial Statements
Critical Accounting Policies
For a description of the Company’s critical accounting policies, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in the Company’s 2019 Annual Report on Form 10-K. The Company considers its most significant accounting policies to be those related to its Valuation of Portfolio Investments, Revenue Recognition, Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation and U.S. Federal Income Taxes, including excise tax. There have been no material changes to the Company’s critical accounting policies as described in the Company’s 2019 Annual report on Form 10-K.
Recent Developments
From April 1, 2020 through May 7, 2020, we made revolver and delayed draw fundings totaling $3.1 million with a combined weighted average yield of 6.7%.
On April 14, 2020, we entered into Amendment No. 5 to the Revolving Facility which, among other things, (i) permanently reduced the asset coverage test from a minimum of 200% to a minimum of 165%; (ii) permanently reduced the shareholder's equity and obligor's net worth test from a minimum of $175.0 million each to a minimum of $140.0 million each; (iii) permanently reduced the size of the lender's commitments under the Revolving Facility from $150.0 million to $120.0 million; and (iv) permanently increased the interest rate by 25 basis points with a mechanism for an additional 25 basis points increase dependent on certain testing levels.
On March 3, 2020, we entered into a commitment letter (the "Commitment Letter") with First Eagle and the prior owners of the Advisor, including certain members of management of the Advisor (collectively, the "Investors"). Pursuant to the Commitment Letter, First Eagle and the Investors agreed to purchase from us, in aggregate, approximately $30.0 million of our common stock in a publicly registered issuance on or before April 21, 2020 at the Company's net asset value ("NAV") per share, as approved in accordance with the Investment Company Act of 1940, as amended. On April 16, 2020, our board of directors approved a NAV per
share for April 15, 2020 of $5.34. On April 17, 2020, we sold 5,617,978 shares at $5.34 per share. After offering expenses, we received net proceeds of $30.0 million from the share issuance on April 21, 2020.
On May 4, 2020, we received proceeds of $2.1 million from the partial repayment of our first lien senior secured term loan in Holland Intermediate Acquisition Corp.
On May 5, 2020, our board of directors declared a dividend of $0.10 per share payable on June 30, 2020 to stockholders of record at the close of business on June 15, 2020.
A special stockholder meeting has been called for May 28, 2020 to allow stockholders to vote on the New Investment Management Agreement.
We are subject to financial market risks, including changes in interest rates. As of March 31, 2020, 100.0% of the debt investments in our portfolio are floating rate loans, based upon fair market value. In the future, we expect other debt investments in our portfolio will have floating rates. These floating rate loans typically bear interest in reference to LIBOR, which are indexed to 30-day, 60-day, 90-day or 180-day LIBOR rates subject to an interest rate floor. As of March 31, 2020 and December 31, 2019, the weighted average interest rate floor on our floating rate loans was 0.93% and 0.88%, respectively. Our Revolving Facility is also subject to floating interest rates.
Based on our March 31, 2020, Consolidated Statement of Assets and Liabilities, the following table shows the annual impact on net income of changes in interest rates, which assumes no changes in our investments and borrowings (in millions):
Change in Basis Points |
| Interest Income |
|
| Interest Expense |
|
| Net Income (1) |
| |||
| $ | 8.4 |
|
| $ | 2.4 |
|
| $ | 6.0 |
| |
Up 200 basis points |
| $ | 5.6 |
|
| $ | 1.6 |
|
| $ | 4.0 |
|
Up 100 basis points |
| $ | 2.8 |
|
| $ | 0.8 |
|
| $ | 2.0 |
|
Down 300 basis points |
| $ | (0.9 | ) |
| $ | (0.7 | ) |
| $ | (0.2 | ) |
Down 200 basis points |
| $ | (0.9 | ) |
| $ | (0.7 | ) |
| $ | (0.2 | ) |
Down 100 basis points |
| $ | (0.9 | ) |
| $ | (0.7 | ) |
| $ | (0.2 | ) |
(1) | Excludes the impact of incentive fees based on pre-incentive fee net investment income. See Note 4 - Related Party Transaction to our consolidated financial statements for the years ended March 31, 2019 and 2018 for more information on the incentive fee. |
Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments, including borrowings under our Revolving Facility, that could affect net increase in net assets resulting from operations, or net income.
In the future, we may use other standard hedging instruments such as futures, options and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We have the ability to borrow in certain foreign currencies under our Revolving Credit Facility. Instead of entering into a foreign exchange forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment.
Disclosure Controls and Procedures
Our management with the participation of our President and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our President and Chief Financial Officer have concluded that, as of the period covered by this quarterly report on form 10-Q, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Acts recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are not a defendant in any material pending legal proceeding, and no such material proceedings are known to be contemplated. However, from time to time, we may be party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under the contracts with our portfolio companies.
Other than as provided below, there have been no changes to the risk factors described in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission on March 5, 2020.
Major public health issues, and specifically the novel coronavirus COVID-19, could have an adverse impact on our financial condition and results of operations and other aspects of our business.
We are closely monitoring developments related to the COVID-19 pandemic to assess its impact on our business; while, due to the evolving and highly uncertain nature of this event, it currently is not possible to estimate its impact precisely, the COVID-19 pandemic could impact our business, financial condition, results of operations, liquidity or prospects in a number of ways. For instance, our investment portfolio (and, specifically, the valuations of investment assets we hold) has been, and may continue to be, adversely affected as a result of market developments from the COVID-19 pandemic and uncertainty regarding its outcome. Our net asset value per share has significantly decreased as a result of the outbreak. As of March 31, 2020, our board approved our NAV per share of $5.22, a decrease from the $7.64 NAV per share as of December 31, 2019. Moreover, changes in interest rates, reduced liquidity or a continued slowdown in U.S. or global economic conditions may also adversely affect our business, financial condition, results of operations, liquidity or prospects. Further, extreme market volatility may leave us unable to react to market events in a prudent manner consistent with our historical practices in dealing with more orderly markets. Although it is impossible to predict with certainty the potential full magnitude of the business and economic ramifications, COVID-19 has impacted, and may further impact, our business in various ways, including but not limited to:
• | From an operational perspective, our Advisor’s employees, as well as the workforces of our vendors, service providers and counterparties, may also be adversely affected by the COVID-19 pandemic or efforts to mitigate the pandemic, including government-mandated shutdowns, requests or orders for employees to work remotely, and other social distancing measures, in the U.S., which could result in an adverse impact on our ability to conduct our business; |
• | While the market dislocation caused by COVID-19 may present attractive investment opportunities, due to increased volatility in the financial markets, we may not be able to complete those investments; |
• | If the impact of COVID-19 continues, we may have more limited opportunities to successfully exit existing investments, due to, among other reasons, lower valuations, decreased revenues and earnings, or lack of potential buyers with financial resources to pursue an acquisition, resulting in a reduced ability to realize value from such investments; |
• | Our portfolio companies are facing or may face in the future increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams, and limited or higher cost of access to preferred sources of funding, which may result in potential impairment of our investments. Changes in the debt financing markets are impacting, or, if the volatility in financial market continues, may in the future impact, the ability of our portfolio companies to meet their respective financial obligations; |
• | Borrowers of loans, notes and other credit instruments in our portfolio may be unable to meet their principal or interest payment obligations or satisfy financial covenants, resulting in a decrease in value of our investments and lower than expected return. In addition, for variable interest instruments, lower reference rates resulting from government stimulus programs in response to COVID-19 could lead to lower interest income; |
• | Many of our portfolio companies operate in industries that are materially impacted by COVID-19, including but not limited to healthcare, travel, entertainment and hospitality. Many of these companies are facing operational and financial hardships resulting from the spread of COVID-19 and related governmental measures, such as the closure of stores, restrictions on travel, quarantines or stay-at-home orders. If the disruptions caused by COVID-19 continue and the restrictions put in place are not lifted, the businesses of these portfolio companies could suffer materially or become insolvent, which would decrease the value of our investments; |
• | An extended period of remote working by our Advisor’s employees could strain its technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and |
• | COVID-19 presents a significant threat to our Advisor’s employees’ well-being and morale. While our Advisor has implemented a business continuity plan to protect the health of its employees and has contingency plans in place for key employees or executive officers who may become sick or otherwise unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and our Advisor may experience potential loss of productivity or a delay in the roll out of certain strategic plans. |
In addition to the foregoing, the pandemic is exacerbating many of the other risks described in our Annual Report on Form 10-K for the year ended December 31, 2019.
Stock Repurchase ProgramChanges in Internal Control Over Financial Reporting
On March 2, 2018 our board of directors authorized a $17.5 million stock repurchase program, which was amended and extended on March 5, 2019 to authorize the repurchase of outstanding shares in an aggregate amount of up to $15.0 million. Unless extended by our board of directors, the stock repurchase program will expire on March 5, 2020 and may be modified or terminated at any time for any reason without prior notice. We have provided our stockholders with notice of our ability to repurchase shares of our common stock in accordance with 1940 Act requirements. We will retire immediately all such shares of common stock that we purchase in connection with the stock repurchase program.
The following table summarizes our share repurchases under our stock repurchase program for the three and nine months ended September 30, 2019 and 2018 (in millions):
| For the three months ended September 30, |
|
| For the nine months ended September 30, |
| ||||||||||
| 2019 |
|
| 2018 |
|
| 2019 |
|
| 2018 |
| ||||
Dollar amount repurchased (1) | $ | 5.6 |
|
| $ | — |
|
| $ | 11.6 |
|
| $ | — |
|
Shares repurchased |
| 0.8 |
|
|
| — |
|
|
| 1.7 |
|
|
| — |
|
Average price per share (including commission) | $ | 6.70 |
|
| $ | — |
|
| $ | 6.70 |
|
| $ | — |
|
Weighted average discount to net asset value |
| 25.23 | % |
|
| — |
|
|
| 23.63 | % |
|
| — |
|
|
|
Related Party Transactions
Refer to Note 4 – “Related Party Transactions”, in the Notes to the Consolidated Financial Statements.
Critical accounting policies
For a description of the Company’s critical accounting policies, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in the Company’s 2018 Annual Report on Form 10-K. The Company considers its most significant accounting policies to be those related to its Valuation of Portfolio Investments, Revenue Recognition, Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation and U.S. Federal Income Taxes, including excise tax. There have been no material changes to the Company’s critical accounting policiesin our internal control over financial reporting, as describeddefined in the Company’s 2018 Annual report on Form 10-K.
Recent Developments
From October 1, 2019 through November 1, 2019, we repurchased 301,825 shares of stock for a total cost of $2.1 million as part of a 10b5-1 Stock Repurchase Plan, which is the most recent information available to us asRules 13a-15(f) and 15d-15(f) of the time at which theExchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial statements are issued. This brings up total shares repurchased since we began the 2019 stock repurchase program on March 11, 2019 to 2,031,921 shares at an aggregate cost of $13.7 million.
reporting.
On October 31, 2019, our board of directors declared a dividend of $0.21 per share payable on December 31, 2019 to stockholders of record at the close of business on December 16, 2019.PART II. OTHER INFORMATION
We are subjectnot a defendant in any material pending legal proceeding, and no such material proceedings are known to financial market risks, including changes in interest rates. As of September 30, 2019, 97.7% of the debt investments in our portfolio are floating rate loans, based upon fair market value. In the future, we expect other debt investments in our portfolio will have floating rates. These floating rate loans typically bear interest in reference to LIBOR, which are indexed to 30-day, 90-day or 180-day LIBOR rates subject to an interest rate floor. As of September 30, 2019 and December 31, 2018, the weighted average interest rate floor on our floating rate loans was 0.96% and 0.90%, respectively. Our Revolving Facility is also subject to floating interest rates.
Based on our September 30, 2019, Consolidated Statement of Assets and Liabilities, the following table shows the annual impact on net income of changes in interest rates, which assumes no changes in our investments and borrowings (in millions):
Change in Basis Points |
| Interest Income |
|
| Interest Expense |
|
| Net Income (1) |
| |||
Up 300 basis points |
| $ | 8.8 |
|
| $ | 2.1 |
|
| $ | 6.7 |
|
Up 200 basis points |
| $ | 5.9 |
|
| $ | 1.4 |
|
| $ | 4.5 |
|
Up 100 basis points |
| $ | 2.9 |
|
| $ | 0.7 |
|
| $ | 2.2 |
|
Down 300 basis points |
| $ | (3.4 | ) |
| $ | (1.4 | ) |
| $ | (2.0 | ) |
Down 200 basis points |
| $ | (3.4 | ) |
| $ | (1.4 | ) |
| $ | (2.0 | ) |
Down 100 basis points |
| $ | (2.8 | ) |
| $ | (0.7 | ) |
| $ | (2.1 | ) |
|
|
Although we believe that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments, including borrowings under our Revolving Facility, that could affect net increase in net assets resultingbe contemplated. However, from operations, or net income.
In the future, we may use other standard hedging instruments such as futures, options and forward contacts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing usbe party to movements in foreign exchange rates. We havecertain legal proceedings incidental to the ability to borrow in certain foreign currenciesnormal course of our business including the enforcement of our rights under the contracts with our Revolving Credit Facility. Instead of entering into a foreign exchange forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment.portfolio companies.
Disclosure Controls and Procedures
Our managementOther than as provided below, there have been no changes to the risk factors described in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the participationSecurities and Exchange Commission on March 5, 2020.
Major public health issues, and specifically the novel coronavirus COVID-19, could have an adverse impact on our financial condition and results of operations and other aspects of our Chief Executive Officerbusiness.
We are closely monitoring developments related to the COVID-19 pandemic to assess its impact on our business; while, due to the evolving and Chief Financial Officer, conducted an evaluationhighly uncertain nature of this event, it currently is not possible to estimate its impact precisely, the COVID-19 pandemic could impact our business, financial condition, results of operations, liquidity or prospects in a number of ways. For instance, our investment portfolio (and, specifically, the valuations of investment assets we hold) has been, and may continue to be, adversely affected as a result of market developments from the COVID-19 pandemic and uncertainty regarding its outcome. Our net asset value per share has significantly decreased as a result of the effectivenessoutbreak. As of March 31, 2020, our disclosure controls and procedures,board approved our NAV per share of $5.22, a decrease from the $7.64 NAV per share as definedof December 31, 2019. Moreover, changes in Rules 13a-15(e) and 15d-15(e)interest rates, reduced liquidity or a continued slowdown in U.S. or global economic conditions may also adversely affect our business, financial condition, results of operations, liquidity or prospects. Further, extreme market volatility may leave us unable to react to market events in a prudent manner consistent with our historical practices in dealing with more orderly markets. Although it is impossible to predict with certainty the potential full magnitude of the Exchange Act,business and economic ramifications, COVID-19 has impacted, and may further impact, our business in various ways, including but not limited to:
• | From an operational perspective, our Advisor’s employees, as well as the workforces of our vendors, service providers and counterparties, may also be adversely affected by the COVID-19 pandemic or efforts to mitigate the pandemic, including government-mandated shutdowns, requests or orders for employees to work remotely, and other social distancing measures, in the U.S., which could result in an adverse impact on our ability to conduct our business; |
• | While the market dislocation caused by COVID-19 may present attractive investment opportunities, due to increased volatility in the financial markets, we may not be able to complete those investments; |
• | If the impact of COVID-19 continues, we may have more limited opportunities to successfully exit existing investments, due to, among other reasons, lower valuations, decreased revenues and earnings, or lack of potential buyers with financial resources to pursue an acquisition, resulting in a reduced ability to realize value from such investments; |
• | Our portfolio companies are facing or may face in the future increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams, and limited or higher cost of access to preferred sources of funding, which may result in potential impairment of our investments. Changes in the debt financing markets are impacting, or, if the volatility in financial market continues, may in the future impact, the ability of our portfolio companies to meet their respective financial obligations; |
• | Borrowers of loans, notes and other credit instruments in our portfolio may be unable to meet their principal or interest payment obligations or satisfy financial covenants, resulting in a decrease in value of our investments and lower than expected return. In addition, for variable interest instruments, lower reference rates resulting from government stimulus programs in response to COVID-19 could lead to lower interest income; |
• | Many of our portfolio companies operate in industries that are materially impacted by COVID-19, including but not limited to healthcare, travel, entertainment and hospitality. Many of these companies are facing operational and financial hardships resulting from the spread of COVID-19 and related governmental measures, such as the closure of stores, restrictions on travel, quarantines or stay-at-home orders. If the disruptions caused by COVID-19 continue and the restrictions put in place are not lifted, the businesses of these portfolio companies could suffer materially or become insolvent, which would decrease the value of our investments; |
• | An extended period of remote working by our Advisor’s employees could strain its technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and |
• | COVID-19 presents a significant threat to our Advisor’s employees’ well-being and morale. While our Advisor has implemented a business continuity plan to protect the health of its employees and has contingency plans in place for key employees or executive officers who may become sick or otherwise unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and our Advisor may experience potential loss of productivity or a delay in the roll out of certain strategic plans. |
In addition to the foregoing, the pandemic is exacerbating many of the end of the period covered by this quarterly reportother risks described in our Annual Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of10-K for the end of the period covered by this quarterly report on form 10-Q, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Acts recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.year ended December 31, 2019.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are not a defendant in any material pending legal proceeding, and no such material proceedings are known to be contemplated. However, from time to time, we may be party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under the contracts with our portfolio companies.
In additionOther than as provided below, there have been no changes to the other information set forth in this report, you should carefully consider therisk factors discusseddescribed in Part I, “Item 1A. RiskItem 1A “Risk Factors” in our 2018of the Company’s Annual Report on Form 10-K and in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarteryear ended June 30,December 31, 2019 whichfiled with the Securities and Exchange Commission on March 5, 2020.
Major public health issues, and specifically the novel coronavirus COVID-19, could materiallyhave an adverse impact on our financial condition and results of operations and other aspects of our business.
We are closely monitoring developments related to the COVID-19 pandemic to assess its impact on our business; while, due to the evolving and highly uncertain nature of this event, it currently is not possible to estimate its impact precisely, the COVID-19 pandemic could impact our business, financial condition, results of operations, liquidity or prospects in a number of ways. For instance, our investment portfolio (and, specifically, the valuations of investment assets we hold) has been, and may continue to be, adversely affected as a result of market developments from the COVID-19 pandemic and uncertainty regarding its outcome. Our net asset value per share has significantly decreased as a result of the outbreak. As of March 31, 2020, our board approved our NAV per share of $5.22, a decrease from the $7.64 NAV per share as of December 31, 2019. Moreover, changes in interest rates, reduced liquidity or a continued slowdown in U.S. or global economic conditions may also adversely affect our business, financial condition, results of operations, liquidity or future results.prospects. Further, extreme market volatility may leave us unable to react to market events in a prudent manner consistent with our historical practices in dealing with more orderly markets. Although it is impossible to predict with certainty the potential full magnitude of the business and economic ramifications, COVID-19 has impacted, and may further impact, our business in various ways, including but not limited to:
• | From an operational perspective, our Advisor’s employees, as well as the workforces of our vendors, service providers and counterparties, may also be adversely affected by the COVID-19 pandemic or efforts to mitigate the pandemic, including government-mandated shutdowns, requests or orders for employees to work remotely, and other social distancing measures, in the U.S., which could result in an adverse impact on our ability to conduct our business; |
• | While the market dislocation caused by COVID-19 may present attractive investment opportunities, due to increased volatility in the financial markets, we may not be able to complete those investments; |
• | If the impact of COVID-19 continues, we may have more limited opportunities to successfully exit existing investments, due to, among other reasons, lower valuations, decreased revenues and earnings, or lack of potential buyers with financial resources to pursue an acquisition, resulting in a reduced ability to realize value from such investments; |
• | Our portfolio companies are facing or may face in the future increased credit and liquidity risk due to volatility in financial markets, reduced revenue streams, and limited or higher cost of access to preferred sources of funding, which may result in potential impairment of our investments. Changes in the debt financing markets are impacting, or, if the volatility in financial market continues, may in the future impact, the ability of our portfolio companies to meet their respective financial obligations; |
• | Borrowers of loans, notes and other credit instruments in our portfolio may be unable to meet their principal or interest payment obligations or satisfy financial covenants, resulting in a decrease in value of our investments and lower than expected return. In addition, for variable interest instruments, lower reference rates resulting from government stimulus programs in response to COVID-19 could lead to lower interest income; |
• | Many of our portfolio companies operate in industries that are materially impacted by COVID-19, including but not limited to healthcare, travel, entertainment and hospitality. Many of these companies are facing operational and financial hardships resulting from the spread of COVID-19 and related governmental measures, such as the closure of stores, restrictions on travel, quarantines or stay-at-home orders. If the disruptions caused by COVID-19 continue and the restrictions put in place are not lifted, the businesses of these portfolio companies could suffer materially or become insolvent, which would decrease the value of our investments; |
• | An extended period of remote working by our Advisor’s employees could strain its technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic; and |
• | COVID-19 presents a significant threat to our Advisor’s employees’ well-being and morale. While our Advisor has implemented a business continuity plan to protect the health of its employees and has contingency plans in place for key employees or executive officers who may become sick or otherwise unable to perform their duties for an extended period of time, such plans cannot anticipate all scenarios, and our Advisor may experience potential loss of productivity or a delay in the roll out of certain strategic plans. |
In addition to the foregoing, the pandemic is exacerbating many of the other risks described in our Annual Report on Form 10-K for the year ended December 31, 2019.
Stock Repurchase Program
There were noOn March 2, 2018 our board of directors authorized a $20.0 million stock repurchases duringrepurchase program, which was amended and extended on March 5, 2019 to authorize the nine months ended September 30, 2018. The following table presents informationrepurchase of outstanding shares in an aggregate amount of up to $15.0 million. Effective March 14, 2019, we adopted a stock trading plan in accordance with respect toRule 10b5-1 of the Company’s purchasesExchange Act. This plan was completed in November of its common2019. On December 16, 2019, our board of directors authorized a new $10.0 million stock duringrepurchase program, which, unless extended by our board of directors, will expire on December 16, 2020 and may be modified or terminated at any time for any reason without prior notice. Effective December 17, 2019, we adopted a stock trading plan in accordance with Rule 10b5-1 of the nine months ended September 30, 2019.
Period (1) |
| Total Number of Shares Purchased |
|
| Average Price Paid Per Share |
|
| Total Number of Shares Purchased as Part of Publicly Announced Program |
|
| Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans |
| ||||
January 1, 2019 through January 31, 2019 |
|
| — |
|
| $ | — |
|
|
| — |
|
| $ | 17,442,468 |
|
February 1, 2019 through February 28, 2019 |
|
| — |
|
| $ | — |
|
|
| — |
|
| $ | 17,442,468 |
|
March 1, 2019 through March 31, 2019 |
|
| 198,483 |
|
| $ | 6.67 |
|
|
| 198,483 |
|
| $ | 16,177,034 |
|
April 1, 2019 through April 30, 2019 |
|
| 244,388 |
|
| $ | 6.72 |
|
|
| 244,388 |
|
| $ | 14,535,162 |
|
May 1, 2019 through May 31, 2019 |
|
| 198,363 |
|
| $ | 6.78 |
|
|
| 198,363 |
|
| $ | 13,189,417 |
|
June 1, 2019 through June 30, 2019 |
|
| 257,767 |
|
| $ | 6.63 |
|
|
| 257,767 |
|
| $ | 11,480,796 |
|
July 1, 2019 through July 31, 2019 |
|
| 287,728 |
|
| $ | 6.67 |
|
|
| 287,728 |
|
| $ | 9,563,023 |
|
August 1, 2019 through August 31, 2019 |
|
| 288,792 |
|
| $ | 6.65 |
|
|
| 288,792 |
|
| $ | 7,642,397 |
|
September 1, 2019 through September 30, 2019 |
|
| 254,575 |
|
| $ | 6.81 |
|
|
| 254,575 |
|
| $ | 5,909,936 |
|
|
|
| 1,730,096 |
|
| $ | 6.70 |
|
|
| 1,730,096 |
|
|
|
|
|
|
|
Exchange Act, which was terminated on March 10, 2020. We have provided our stockholders with notice of our ability to repurchase shares of our common stock in accordance with 1940 Act requirements. We willretired all shares of common stock purchased in connection with the stock repurchase program prior to termination and plan to retire immediately all such shares of common stock that we purchase in the future in connection with the program.
The following table presents information with respect to the Company’s purchases of its common stock repurchase program.during the three months ended March 31, 2020. All shares repurchased during the three months ended March 31, 2020 were under the 10b5-1 Plan effective December 15, 2019.
Period |
| Total Number of Shares Purchased |
|
| Average Price Paid Per Share |
|
| Total Number of Shares Purchased as Part of Publicly Announced Program |
|
| Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans |
| ||||
|
| 153,920 |
|
| $ | 6.42 |
|
|
| 153,920 |
|
| $ | 8,569,619 |
| |
February 1, 2020 through February 29, 2020 |
|
| 131,825 |
|
| $ | 6.53 |
|
|
| 131,825 |
|
| $ | 7,708,395 |
|
March 1, 2020 through March 31, 2020 |
|
| 55,565 |
|
| $ | 5.60 |
|
|
| 55,565 |
|
| $ | 7,397,386 |
|
|
|
| 341,310 |
|
| $ | 6.33 |
|
|
| 341,310 |
|
|
|
|
|
None.
Not applicable.
None.
Listed below are the exhibits that are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):
10.1 | |
11 | |
|
|
31.1 | |
|
|
31.2 | |
|
|
32.1 | |
|
|
32.2 |
(*) | Filed herewith |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THL CREDIT, INC. | |
|
|
|
|
|
|
Date: | By: | /s/ Christopher J. Flynn |
|
| Christopher J. Flynn |
|
|
|
|
|
|
Date: | By: | /s/ Terrence W. Olson |
|
| Terrence W. Olson |
|
| Chief Financial Officer |
10299