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 March 31, 2022
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: 814-00967
WHITEHORSE FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
| 45-4247759 |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) | |
|
| |
1450 Brickell Avenue, 31st Floor |
| |
Miami, Florida | 33131 | |
(Address of Principal Executive Offices) | (Zip Code) |
(305) 381-6999
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which |
Common Stock, par value $0.001 per share | WHF | The Nasdaq Stock Market LLC |
|
| (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 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 | ☐ |
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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 ⌧
As of May 5, 2022 the Registrant had 23,243,088 shares of common stock, $0.001 par value, outstanding.
WHITEHORSE FINANCE, INC.
2
WhiteHorse Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
| | | | | | |
|
| | March 31, 2022 |
| | December 31, 2021 |
| | | (Unaudited) | | | |
Assets |
| | |
| |
|
Investments, at fair value |
| |
|
| |
|
Non-controlled/non-affiliate company investments | | $ | 686,253 | | $ | 736,727 |
Non-controlled affiliate company investments | | | 13,342 | | | 6,874 |
Controlled affiliate company investments | | | 100,776 | | | 75,607 |
Total investments, at fair value (amortized cost $798,251 and $831,960, respectively) | | | 800,371 | | | 819,208 |
Cash and cash equivalents | | | 2,454 | | | 12,185 |
Restricted cash and cash equivalents | | | 18,262 | | | 9,814 |
Restricted foreign currency (cost of $550 and $464, respectively) | | | 556 | | | 469 |
Interest and dividend receivable | | | 6,767 | | | 7,521 |
Amounts receivable on unsettled investment transactions | | | 7,916 | | | — |
Escrow receivable | | | 1,309 | | | 515 |
Prepaid expenses and other receivables | | | 879 | | | 1,307 |
Receivable for common stock issued | | | 247 | | | — |
Total assets | | $ | 838,761 | | $ | 851,019 |
| | | | | | |
Liabilities | | |
| | | |
Debt | | $ | 467,857 | | $ | 475,958 |
Distributions payable | | | 8,234 | | | 8,222 |
Management fees payable | | | 3,952 | | | 3,766 |
Incentive fees payable | | | 5,445 | | | 7,958 |
Interest payable | | | 3,548 | | | 2,087 |
Accounts payable and accrued expenses | | | 1,136 | | | 2,438 |
Advances received from unfunded credit facilities | | | 666 | | | 839 |
Unrealized depreciation on foreign currency forward contracts | | | 4 | | | — |
Total liabilities | | | 490,842 | | | 501,268 |
| | | | | | |
Commitments and contingencies (See Note 8) | | |
| | |
|
| | | | | | |
Net assets | | |
| | |
|
Common stock, 23,211,413 and 23,162,667 shares issued and outstanding, par value $0.001 per share, respectively, and 100,000,000 shares authorized | | | 23 | | | 23 |
Paid-in capital in excess of par | | | 339,856 | | | 339,161 |
Accumulated earnings | | | 8,040 | | | 10,567 |
Total net assets | | | 347,919 | | | 349,751 |
Total liabilities and total net assets | | $ | 838,761 | | $ | 851,019 |
Number of shares outstanding | | | 23,211,413 | | | 23,162,667 |
Net asset value per share | | $ | 14.99 | | $ | 15.10 |
| | | | | | |
See notes to the consolidated financial statements
3
WhiteHorse Finance, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)
| | | | | | |
| | | Three months ended March 31, | |||
|
| | 2022 | | | 2021 |
Investment income | | | | | | |
From non-controlled/non-affiliate company investments |
| |
|
| |
|
Interest income | | $ | 16,741 | | $ | 14,812 |
Fee income | | | 462 | | | 771 |
Dividend income | | | 89 | | | 44 |
From non-controlled affiliate company investments | | | | | | |
Interest income | | | 60 | | | — |
Dividend income | | | 131 | | | 250 |
From controlled affiliate company investments | | | | | | |
Interest income | | | 1,127 | | | 719 |
Dividend income | | | 1,424 | | | 1,374 |
Total investment income | | | 20,034 | | | 17,970 |
Expenses | | |
| | |
|
Interest expense | | | 4,774 | | | 3,802 |
Base management fees | | | 3,952 | | | 3,344 |
Performance-based incentive fees | | | 1,427 | | | 2,042 |
Administrative service fees | | | 171 | | | 171 |
General and administrative expenses | | | 947 | | | 821 |
Total expenses | | | 11,271 | | | 10,180 |
Net investment income before excise tax | | | 8,763 | | | 7,790 |
Excise tax | | | 224 | | | 190 |
Net investment income after excise tax | | | 8,539 | | | 7,600 |
| | | | | | |
Realized and unrealized gains (losses) on investments and foreign currency transactions | | |
| | |
|
Net realized gains (losses) | | |
| | |
|
Non-controlled/non-affiliate company investments | | | (18,184) | | | 8,160 |
Non-controlled affiliate company investments | | | — | | | — |
Foreign currency transactions | | | (281) | | | 1 |
Foreign currency forward contracts | | | — | | | — |
Net realized gains (losses) | | | (18,465) | | | 8,161 |
Net change in unrealized appreciation (depreciation) | | |
| | |
|
Non-controlled/non-affiliate company investments | | | 17,117 | | | (6,975) |
Non-controlled affiliate company investments | | | (1,621) | | | (434) |
Controlled affiliate company investments | | | 169 | | | (120) |
Translation of assets and liabilities in foreign currencies | | | (28) | | | (62) |
Foreign currency forward contracts | | | (4) | | | (1) |
Net change in unrealized appreciation (depreciation) | | | 15,633 | | | (7,592) |
Net realized and unrealized gains (losses) on investments and foreign currency transactions | | | (2,832) | | | 569 |
Net increase in net assets resulting from operations | | $ | 5,707 | | $ | 8,169 |
| | | | | | |
Per Common Share Data | | | | | | |
Basic and diluted earnings per common share | | $ | 0.25 | | $ | 0.40 |
Dividends and distributions declared per common share | | $ | 0.36 | | $ | 0.36 |
Basic and diluted weighted average common shares outstanding | | | 23,190,656 | | | 20,551,565 |
See notes to the consolidated financial statements
4
WhiteHorse Finance, Inc.
Consolidated Statements of Changes in Net Assets (Unaudited)
(in thousands, except share and per share data)
| | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | | | |||
|
| Shares |
| | Par amount |
| | Paid-in Capital in Excess of Par |
| | Accumulated Underdistributed/ (Overdistributed) Earnings |
| | Total Net Assets |
Balance at December 31, 2021 |
| 23,162,667 | | $ | 23 | | $ | 339,161 | | $ | 10,567 | | $ | 349,751 |
Stock issued in connection with at-the-market offering |
| 16,678 | | | — | | | 197 | | | — | | | 197 |
Stock issued in connection with distribution reinvestment plan |
| 32,068 | | | — | | | 498 | | | — | | | 498 |
Net increase in net assets resulting from operations: |
|
| | |
| | |
| | |
| | |
|
Net investment income after excise tax |
| — | | | — | | | — | | | 8,539 | | | 8,539 |
Net realized gains (losses) on investments |
| — | | | — | | | — | | | (18,465) | | | (18,465) |
Net change in unrealized appreciation (depreciation) on investments |
| — | | | — | | | — | | | 15,633 | | | 15,633 |
Distributions declared |
| — | | | — | | | — | | | (8,234) | | | (8,234) |
Balance at March 31, 2022 |
| 23,211,413 | | $ | 23 | | $ | 339,856 | | $ | 8,040 | | $ | 347,919 |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | | | |||
| | Shares |
| | Par amount |
| | Paid-in Capital in Excess of Par |
| | Accumulated Underdistributed/ (Overdistributed) Earnings |
| | Total Net Assets |
Balance at December 31, 2020 |
| 20,546,032 | | $ | 21 | | $ | 300,002 | | $ | 12,874 | | $ | 312,897 |
Stock issued in connection with at-the-market offering |
| 37,803 | | | — | | | 590 | | | — | | | 590 |
Stock issued in connection with distribution reinvestment plan |
| — | | | — | | | — | | | — | | | — |
Net increase in net assets resulting from operations: |
|
| | |
| | |
| | |
| | |
|
Net investment income after excise tax |
| — | | | — | | | — | | | 7,600 | | | 7,600 |
Net realized gains (losses) on investments |
| — | | | — | | | — | | | 8,161 | | | 8,161 |
Net change in unrealized appreciation (depreciation) on investments |
| — | | | — | | | — | | | (7,592) | | | (7,592) |
Distributions declared |
| — | | | — | | | — | | | (7,307) | | | (7,307) |
Balance at March 31, 2021 |
| 20,583,835 | | $ | 21 | | $ | 300,592 | | $ | 13,736 | | $ | 314,349 |
See notes to the consolidated financial statements
5
WhiteHorse Finance, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| | | | | | |
| | Three months ended March 31, | ||||
|
| 2022 |
| 2021 | ||
Cash flows from operating activities | | | | | | |
Net increase in net assets resulting from operations | | $ | 5,707 | | $ | 8,169 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) operating activities: | | |
| | | |
Paid-in-kind income | | | (532) | | | (494) |
Net realized (gains) losses on investments | | | 18,184 | | | (8,160) |
Net unrealized depreciation (appreciation) on investments | | | (15,665) | | | 7,529 |
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies | | | 28 | | | 62 |
Net unrealized (appreciation) depreciation on foreign currency forward contracts | | | 4 | | | 1 |
Accretion of discount | | | (1,345) | | | (2,561) |
Amortization of deferred financing costs | | | 367 | | | 329 |
Acquisition of investments | | | (103,590) | | | (72,388) |
Proceeds from principal payments and sales of portfolio investments | | | 63,330 | | | 125,200 |
Proceeds from sales of portfolio investments to STRS JV | | | 57,661 | | | 24,623 |
Net changes in operating assets and liabilities: | | |
| | | |
Interest and dividend receivable | | | 754 | | | (815) |
Escrow receivable | | | — | | | (1,939) |
Prepaid expenses and other receivables | | | 428 | | | (71) |
Amounts receivable on unsettled investment transactions | | | (7,916) | | | (13,902) |
Amounts payable on unsettled investment transactions | | | — | | | (497) |
Management fees payable | | | 186 | | | (9) |
Incentive fees payable | | | (2,513) | | | 375 |
Accounts payable and accrued expenses | | | (1,301) | | | 191 |
Interest payable | | | 1,461 | | | 379 |
Advances received from unfunded credit facilities | | | (173) | | | (15) |
Net cash provided by operating activities | | | 15,075 | | | 66,007 |
| | | | | | |
Cash flows from financing activities | | |
| | |
|
Proceeds from issuance of common stock, net of offering costs | | | (50) | | | 582 |
Borrowings | | | 49,997 | | | 35,049 |
Repayments of debt | | | (58,200) | | | (85,801) |
Deferred financing costs | | | (582) | | | (20) |
Distributions paid to common stockholders, net of distributions reinvested | | | (7,724) | | | (7,294) |
Net cash used in financing activities | | | (16,559) | | | (57,484) |
Effect of exchange rate changes on cash | | | 288 | | | 5 |
Net change in cash, cash equivalents and restricted cash | | | (1,196) | | | 8,528 |
Cash, cash equivalents and restricted cash at beginning of period | | | 22,468 | | | 15,946 |
Cash, cash equivalents and restricted cash at end of period | | $ | 21,272 | | $ | 24,474 |
| | | | | | |
Supplemental and non-cash disclosure of cash flow information: | | |
| | |
|
Interest paid | | $ | 2,947 | | $ | 2,651 |
Distributions reinvested | | | 498 | | | — |
Value of shares issued pursuant to the ATM Program | | | 247 | | | 8 |
Non-cash exchanges of investments | | | 25,000 | | | 4,320 |
See notes to the consolidated financial statements
6
WhiteHorse Finance, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated statements of assets and liabilities that sum to the total of the same amounts presented in the consolidated statements of cash flows:
| | | | | | |
| | As of March 31, | ||||
|
| 2022 |
| 2021 | ||
Cash and cash equivalents | | $ | 2,454 | | $ | 7,701 |
Restricted cash and cash equivalents | | | 18,262 | | | 16,342 |
Restricted foreign currency | | | 556 | | | 431 |
Total cash, cash equivalents and restricted cash presented in consolidated statements of cash flows | | $ | 21,272 | | $ | 24,474 |
See notes to the consolidated financial statements
7
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
North America | | | | | | | | | | | | | | | | | | | | | | | |
Debt Investments | | | | | | | | | | | | | | | | | | | | | | | |
Asset Management & Custody Banks | | | | | | | | | | | | | | | | | | | | | | | |
JZ Capital Partners Ltd.(4)(5) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 01/26/22 | | 01/26/27 | | 10,286 | | $ | 10,087 | | $ | 10,087 | | 2.90 | % |
JZ Capital Partners Ltd.(4)(5)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 01/26/22 | | 01/26/27 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 10,087 | | | 10,087 | | 2.90 | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | | | | | | | |
Access USA Shipping, LLC (d/b/a MyUS.com) | | First Lien Secured Term Loan | | 1.50% | | L+ 8.00% | | 9.50% | | 02/08/19 | | 02/08/24 | | 4,864 | | | 4,837 | | | 4,864 | | 1.40 | |
Motivational Marketing, LLC (d/b/a Motivational Fulfillment) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 07/12/21 | | 07/12/26 | | 11,461 | | | 11,265 | | | 11,347 | | 3.26 | |
Motivational Marketing, LLC (d/b/a Motivational Fulfillment)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 07/12/21 | | 07/12/26 | | — | | | — | | | 8 | | — | |
| | | | | | | | | | | | | | | | | 16,102 | | | 16,219 | | 4.66 | |
Application Software | | | | | | | | | | | | | | | | | | | | | | | |
Atlas Purchaser, Inc. (d/b/a Aspect Software) | | Second Lien Secured Term Loan | | 0.75% | | L+ 9.00% | | 9.75% | | 05/03/21 | | 05/07/29 | | 15,000 | | | 14,600 | | | 14,850 | | 4.26 | |
Education Networks of America, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 5.50% | | 6.50% | | 11/30/21 | | 10/27/26 | | 4,680 | | | 4,483 | | | 4,680 | | 1.35 | |
Naviga Inc. (f/k/a Newscycle Solutions, Inc.) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.01% | | 06/14/19 | | 12/29/22 | | 3,205 | | | 3,191 | | | 3,205 | | 0.92 | |
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 06/14/19 | | 12/29/22 | | 169 | | | 168 | | | 169 | | 0.05 | |
| | | | | | | | | | | | | | | | | 22,442 | | | 22,904 | | 6.58 | |
Automotive Retail | | | | | | | | | | | | | | | | | | | | | | | |
Team Car Care Holdings, LLC (Heartland Auto)(12) | | First Lien Secured Term Loan | | 1.00% | | Base rate+ 7.98% | | 9.02% | | 02/16/18 | | 06/28/24 | | 15,055 | | | 14,973 | | | 14,980 | | 4.31 | |
| | | | | | | | | | | | | | | | | 14,973 | | | 14,980 | | 4.31 | |
Broadcasting | | | | | | | | | | | | | | | | | | | | | | | |
Coastal Television Broadcasting Group LLC | | First Lien Secured Term Loan | | 1.00% | | SF+ 6.50% | | 7.50% | | 12/30/21 | | 12/30/26 | | 8,191 | | | 8,035 | | | 8,035 | | 2.31 | |
Coastal Television Broadcasting Group LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | SF+ 6.50% | | 7.50% | | 12/30/21 | | 12/30/26 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 8,035 | | | 8,035 | | 2.31 | |
Building Products | | | | | | | | | | | | | | | | | | | | | | | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(13) | | First Lien Secured Term Loan | | 1.00% | | C+ 6.50% | | 7.50% | | 12/17/21 | | 12/17/26 | | 9,004 | | | 6,911 | | | 7,069 | | 2.02 | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(7)(13) | | First Lien Secured Revolving Loan | | 1.00% | | C+ 6.50% | | 7.50% | | 12/17/21 | | 12/17/26 | | — | | | — | | | — | | — | |
PFB Holdco, Inc. (d/b/a PFB Corporation) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 12/17/21 | | 12/17/26 | | 2,193 | | | 2,151 | | | 2,151 | | 0.62 | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 12/17/21 | | 12/17/26 | | — | | | — | | | — | | — | |
Trimlite Buyer LLC (d/b/a Trimlite LLC)(5)(13) | | First Lien Secured Term Loan | | 1.00% | | C+ 6.50% | | 7.71% | | 07/27/21 | | 07/27/26 | | 22,833 | | | 17,881 | | | 18,249 | | 5.25 | |
Trimlite Buyer LLC (d/b/a Trimlite LLC)(5)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 07/27/21 | | 07/27/26 | | 491 | | | 482 | | | 508 | | 0.15 | |
| | | | | | | | | | | | | | | | | 27,425 | | | 27,977 | | 8.04 | |
Cable & Satellite | | | | | | | | | | | | | | | | | | | | | | | |
Bulk Midco, LLC(15) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.64% | | 9.13% | | 06/08/18 | | 06/08/23 | | 14,922 | | | 14,869 | | | 14,475 | | 4.16 | |
| | | | | | | | | | | | | | | | | 14,869 | | | 14,475 | | 4.16 | |
Commodity Chemicals | | | | | | | | | | | | | | | | | | | | | | | |
Flexitallic Group SAS | | First Lien Secured Term Loan | | 1.00% | | L+ 7.50% | | 8.51% (8.01% Cash + 0.50% PIK) | | 10/28/19 | | 10/29/26 | | 15,702 | | | 15,062 | | | 15,337 | | 4.41 | |
| | | | | | | | | | | | | | | | | 15,062 | | | 15,337 | | 4.41 | |
Construction & Engineering | | | | | | | | | | | | | | | | | | | | | | | |
Tensar Corporation | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.76% | | 11/20/20 | | 08/20/25 | | 6,913 | | | 6,789 | | | 7,051 | | 2.03 | |
| | | | | | | | | | | | | | | | | 6,789 | | | 7,051 | | 2.03 | |
Construction Materials | | | | | | | | | | | | | | | | | | | | | | | |
Claridge Products and Equipment, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.51% | | 12/30/20 | | 12/29/25 | | 7,621 | | | 7,506 | | | 7,468 | | 2.14 | |
Claridge Products and Equipment, LLC(7)(12) | | First Lien Secured Revolving Loan | | 1.00% | | Base rate+ 5.64% | | 9.21% | | 12/30/20 | | 12/29/25 | | 596 | | | 588 | | | 584 | | 0.17 | |
| | | | | | | | | | | | | | | | | 8,094 | | | 8,052 | | 2.31 | |
Consumer Finance | | | | | | | | | | | | | | | | | | | | | | | |
Maxitransfers Blocker Corp. | | First Lien Secured Term Loan | | 1.00% | | L+ 8.50% | | 9.51% | | 10/07/20 | | 10/07/25 | | 8,478 | | | 8,337 | | | 8,478 | | 2.44 | |
Maxitransfers Blocker Corp.(4)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 8.50% | | 9.51% | | 10/07/20 | | 10/07/25 | | — | | | — | | | 17 | | — | |
| | | | | | | | | | | | | | | | | 8,337 | | | 8,495 | | 2.44 | |
See notes to the consolidated financial statements
8
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Data Processing & Outsourced Services | | | | | | | | | | | | | | | | | | | | | | | |
Escalon Services Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 10.30% | | 11.30% (10.60% Cash + 0.70% PIK) | | 12/04/20 | | 12/04/25 | | 17,259 | | $ | 16,471 | | $ | 16,991 | | 4.88 | % |
Future Payment Technologies, L.P. | | First Lien Secured Term Loan | | 1.00% | | L+ 8.25% | | 9.25% | | 12/23/16 | | 06/07/24 | | 23,845 | | | 23,668 | | | 23,785 | | 6.84 | |
| | | | | | | | | | | | | | | | | 40,139 | | | 40,776 | | 11.72 | |
Department Stores | | | | | | | | | | | | | | | | | | | | | | | |
Mills Fleet Farm Group, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 10/24/18 | | 10/24/24 | | 13,538 | | | 13,342 | | | 13,538 | | 3.89 | |
| | | | | | | | | | | | | | | | | 13,342 | | | 13,538 | | 3.89 | |
Distributors | | | | | | | | | | | | | | | | | | | | | | | |
Crown Brands LLC(19) | | Second Lien Secured Term Loan | | 1.50% | | L+ 10.50% | | 12.00% | | 12/15/20 | | 01/08/26 | | 4,383 | | | 4,304 | | | 3,507 | | 1.01 | |
Crown Brands LLC(19) | | Second Lien Secured Delayed Draw Loan | | 1.50% | | L+ 10.50% | | 12.00% | | 12/15/20 | | 01/08/26 | | 651 | | | 651 | | | 521 | | 0.15 | |
| | | | | | | | | | | | | | | | | 4,955 | | | 4,028 | | 1.16 | |
Diversified Chemicals | | | | | | | | | | | | | | | | | | | | | | | |
Manchester Acquisition Sub LLC (d/b/a Draslovka Holding AS) | | First Lien Secured Term Loan | | 0.75% | | SF+ 5.75% | | 6.50% | | 11/16/21 | | 11/16/26 | | 7,980 | | | 7,582 | | | 7,712 | | 2.22 | |
Sklar Holdings, Inc. (d/b/a Starco) | | First Lien Secured Term Loan | | 1.00% | | L+ 9.75% | | 10.75% (8.75% Cash + 2.00% PIK) | | 11/13/19 | | 05/13/23 | | 7,390 | | | 7,307 | | | 7,020 | | 2.02 | |
| | | | | | | | | | | | | | | | | 14,889 | | | 14,732 | | 4.24 | |
Diversified Support Services | | | | | | | | | | | | | | | | | | | | | | | |
NNA Services, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.76% | | 08/27/21 | | 08/27/26 | | 11,521 | | | 11,394 | | | 11,465 | | 3.30 | |
| | | | | | | | | | | | | | | | | 11,394 | | | 11,465 | | 3.30 | |
Education Services | | | | | | | | | | | | | | | | | | | | | | | |
EducationDynamics, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% (7.50% Cash + 0.50% PIK) | | 09/15/21 | | 09/15/26 | | 13,251 | | | 13,015 | | | 13,004 | | 3.73 | |
EducationDynamics, LLC(4)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.00% | | 8.00% (7.50% Cash + 0.50% PIK) | | 09/15/21 | | 09/15/26 | | — | | | — | | | (1) | | — | |
EducationDynamics, LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | P+ 5.50% | | 9.00% | | 09/15/21 | | 09/15/26 | | 240 | | | 236 | | | 235 | | 0.07 | |
EducationDynamics, LLC(4) | | Subordinated Unsecured Term Loan | | N/A | | 4.00% | | 4.00% | | 09/15/21 | | 03/15/27 | | 167 | | | 167 | | | 167 | | 0.05 | |
| | | | | | | | | | | | | | | | | 13,418 | | | 13,405 | | 3.85 | |
Electric Utilities | | | | | | | | | | | | | | | | | | | | | | | |
CleanChoice Energy, Inc. (d/b/a CleanChoice) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.25% | | 8.25% | | 10/12/21 | | 10/12/26 | | 10,500 | | | 10,310 | | | 10,290 | | 2.96 | |
| | | | | | | | | | | | | | | | | 10,310 | | | 10,290 | | 2.96 | |
Environmental & Facilities Services | | | | | | | | | | | | | | | | | | | | | | | |
Industrial Specialty Services USA LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.26% | | 12/31/21 | | 12/31/26 | | 11,977 | | | 11,750 | | | 11,750 | | 3.38 | |
Industrial Specialty Services USA LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 12/31/21 | | 12/31/26 | | 709 | | | 696 | | | 696 | | 0.20 | |
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.26% | | 12/31/21 | | 12/31/26 | | 8,753 | | | 8,587 | | | 8,587 | | 2.47 | |
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.26% | | 12/31/21 | | 12/31/26 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 21,033 | | | 21,033 | | 6.05 | |
Health Care Facilities | | | | | | | | | | | | | | | | | | | | | | | |
Bridgepoint Healthcare, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.75% | | 8.75% | | 10/05/21 | | 10/05/26 | | 10,840 | | | 10,644 | | | 10,731 | | 3.08 | |
Bridgepoint Healthcare, LLC(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.75% | | 8.75% | | 10/05/21 | | 10/05/26 | | — | | | — | | | 6 | | — | |
Bridgepoint Healthcare, LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.75% | | 8.75% | | 10/05/21 | | 10/05/26 | | — | | | — | | | 13 | | — | |
| | | | | | | | | | | | | | | | | 10,644 | | | 10,750 | | 3.08 | |
See notes to the consolidated financial statements
9
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Health Care Services | | | | | | | | | | | | | | | | | | | | | | | |
CHS Therapy, LLC | | First Lien Secured Term Loan A | | 1.50% | | L+ 9.00% | | 10.50% (10.00% Cash + 0.50% PIK) | | 06/14/19 | | 06/14/24 | | 7,203 | | $ | 7,143 | | $ | 7,203 | | 2.07 | % |
CHS Therapy, LLC | | First Lien Secured Term Loan C | | 1.50% | | L+ 9.00% | | 10.50% (10.00% Cash + 0.50% PIK) | | 10/07/20 | | 06/14/24 | | 886 | | | 876 | | | 886 | | 0.25 | |
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 12/04/20 | | 12/04/24 | | 17,322 | | | 17,098 | | | 17,322 | | 4.98 | |
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 12/04/20 | | 12/04/24 | | 2,908 | | | 2,873 | | | 2,883 | | 0.83 | |
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)(7) | | First Lien Secured Revolving Loan | | 1.00% | | P+ 5.75% | | 9.25% | | 12/04/20 | | 12/04/24 | | 142 | | | 140 | | | 147 | | 0.04 | |
Lab Logistics, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.25% | | 8.25% | | 10/16/19 | | 09/25/23 | | 1,153 | | | 1,139 | | | 1,153 | | 0.33 | |
Lab Logistics, LLC | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.25% | | 8.25% | | 10/16/19 | | 09/25/23 | | 5,170 | | | 5,156 | | | 5,170 | | 1.49 | |
PG Dental New Jersey Parent, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 9.75% | | 10.75% (9.25% Cash + 1.50% PIK) | | 11/25/20 | | 11/25/25 | | 15,177 | | | 14,932 | | | 13,963 | | 4.01 | |
PG Dental New Jersey Parent, LLC | | First Lien Secured Revolving Loan | | 1.00% | | L+ 9.75% | | 10.75% (9.25% Cash + 1.50% PIK) | | 11/25/20 | | 11/25/25 | | 704 | | | 692 | | | 647 | | 0.19 | |
| | | | | | | | | | | | | | | | | 50,049 | | | 49,374 | | 14.19 | |
Health Care Supplies | | | | | | | | | | | | | | | | | | | | | | | |
ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC) | | First Lien Secured Term Loan | | 0.75% | | L+ 7.50% | | 8.26% | | 02/23/22 | | 02/23/28 | | 21,736 | | | 21,202 | | | 21,202 | | 6.09 | |
ABB/Con-cise Optical Group LLC (d/b/a ABB Optical Group, LLC)(7) | | First Lien Secured Revolving Loan | | 0.75% | | Base rate+ 6.83% | | 9.77% | | 02/23/22 | | 02/23/28 | | 838 | | | 817 | | | 817 | | 0.23 | |
| | | | | | | | | | | | | | | | | 22,019 | | | 22,019 | | 6.32 | |
Heavy Electrical Equipment | | | | | | | | | | | | | | | | | | | | | | | |
PPS CR Acquisition, Inc. (d/b/a Power Plant Services) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.26% | | 06/25/21 | | 06/25/26 | | 11,095 | | | 10,906 | | | 10,984 | | 3.16 | |
PPS CR Acquisition, Inc. (d/b/a Power Plant Services)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.26% | | 06/25/21 | | 06/25/24 | | 104 | | | 103 | | | 118 | | 0.03 | |
| | | | | | | | | | | | | | | | | 11,009 | | | 11,102 | | 3.19 | |
Home Furnishings | | | | | | | | | | | | | | | | | | | | | | | |
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 10/12/21 | | 10/12/26 | | 19,984 | | | 19,622 | | | 19,739 | | 5.67 | |
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 10/12/21 | | 10/12/26 | | — | | | — | | | 15 | | — | |
Sure Fit Home Products, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 9.75% | | 10.76% | | 04/12/21 | | 07/13/23 | | 4,877 | | | 4,807 | | | 4,146 | | 1.19 | |
| | | | | | | | | | | | | | | | | 24,429 | | | 23,900 | | 6.86 | |
Household Products | | | | | | | | | | | | | | | | | | | | | | | |
The Kyjen Company, LLC (d/b/a Outward Hound) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 04/05/21 | | 04/05/26 | | 11,374 | | | 11,237 | | | 11,374 | | 3.27 | |
The Kyjen Company, LLC (d/b/a Outward Hound)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 04/05/21 | | 04/05/26 | | 258 | | | 255 | | | 266 | | 0.08 | |
| | | | | | | | | | | | | | | | | 11,492 | | | 11,640 | | 3.35 | |
Interactive Media & Services | | | | | | | | | | | | | | | | | | | | | | | |
What If Holdings, LLC (d/b/a What If Media Group, LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 10/02/19 | | 10/02/24 | | 18,725 | | | 18,509 | | | 18,725 | | 5.38 | |
| | | | | | | | | | | | | | | | | 18,509 | | | 18,725 | | 5.38 | |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | | | | | | | |
BBQ Buyer, LLC (d/b/a BBQ Guys) | | First Lien Secured Term Loan | | 1.50% | | L+ 10.00% | | 11.50% (9.50% Cash + 2.00% PIK) | | 08/28/20 | | 08/28/25 | | 12,654 | | | 12,435 | | | 12,527 | | 3.60 | |
| First Lien Secured Delayed Draw Loan | | 1.50% | | L+ 10.00% | | 11.50% (9.50% Cash + 2.00% PIK) | | 12/02/21 | | 08/28/25 | | 2,580 | | | 2,532 | | | 2,561 | | 0.74 | | |
Luxury Brand Holdings, Inc. (d/b/a Ross-Simons, Inc.) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 12/04/20 | | 06/04/26 | | 5,925 | | | 5,835 | | | 5,925 | | 1.70 | |
Potpourri Group, Inc. | | First Lien Secured Term Loan | | 1.50% | | L+ 8.25% | | 9.75% | | 07/03/19 | | 07/03/24 | | 17,034 | | | 16,861 | | | 17,034 | | 4.90 | |
| | | | | | | | | | | | | | | | | 37,663 | | | 38,047 | | 10.94 | |
Investment Banking & Brokerage | | | | | | | | | | | | | | | | | | | | | | | |
JVMC Holdings Corp. (fka RJO Holdings Corp) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 02/28/19 | | 02/28/24 | | 12,512 | | | 12,464 | | | 12,512 | | 3.60 | |
| | | | | | | | | | | | | | | | | 12,464 | | | 12,512 | | 3.60 | |
IT Consulting & Other Services | | | | | | | | | | | | | | | | | | | | | | | |
ATSG, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 11/12/21 | | 11/12/26 | | 13,965 | | | 13,707 | | | 13,713 | | 3.94 | |
| | | | | | | | | | | | | | | | | 13,707 | | | 13,713 | | 3.94 | |
See notes to the consolidated financial statements
10
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Leisure Facilities | | | | | | | | | | | | | | | | | | | | | | | |
Honors Holdings, LLC (d/b/a Orange Theory)(16) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.92% | | 8.92% (8.42% Cash + 0.50% PIK) | | 09/06/19 | | 09/06/24 | | 9,440 | | $ | 9,322 | | $ | 9,345 | | 2.69 | % |
Honors Holdings, LLC (d/b/a Orange Theory)(16) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.63% | | 8.63% (8.05% Cash + 0.58% PIK) | | 09/06/19 | | 09/06/24 | | 4,649 | | | 4,613 | | | 4,603 | | 1.32 | |
Lift Brands, Inc. (d/b/a Snap Fitness) | | First Lien Secured Term Loan A | | 1.00% | | L+ 7.50% | | 8.50% | | 06/29/20 | | 06/29/25 | | 5,617 | | | 5,560 | | | 5,581 | | 1.60 | |
Lift Brands, Inc. (d/b/a Snap Fitness) | | First Lien Secured Term Loan B | | N/A | | 9.50% | | 9.50% (0.00% Cash + 9.50% PIK) | | 06/29/20 | | 06/29/25 | | 1,309 | | | 1,291 | | | 1,274 | | 0.37 | |
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(9) | | First Lien Secured Term Loan C | | N/A | | 9.50% | | 9.50% (0.00% Cash + 9.50% PIK) | | 06/29/20 | | NA | | 1,268 | | | 1,265 | | | 1,227 | | 0.35 | |
| | | | | | | | | | | | | | | | | 22,051 | | | 22,030 | | 6.33 | |
Leisure Products | | | | | | | | | | | | | | | | | | | | | | | |
Playmonster Group LLC(6)(20)(22) | | First Lien Secured Term Loan | | 1.00% | | L+ 8.00% | | 9.00% (0.00% Cash + 9.00% PIK) | | 01/24/22 | | 06/08/26 | | 2,985 | | | 2,985 | | | 2,985 | | 0.86 | |
PlayMonster LLC(6)(7) | | First Lien Secured Revolving Loan | | 0.25% | | L+ 1.75% | | 2.10% | | 01/24/22 | | 06/08/26 | | 1,044 | | | 1,044 | | | 1,044 | | 0.30 | |
| | | | | | | | | | | | | | | | | 4,029 | | | 4,029 | | 1.16 | |
Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | | | | | | |
LSCS Holdings, Inc. (d/b/a Eversana Life Science Services, LLC) | | Second Lien Secured Term Loan | | 0.50% | | L+ 8.00% | | 8.50% | | 11/23/21 | | 12/16/29 | | 5,000 | | | 4,928 | | | 4,902 | | 1.41 | |
| | | | | | | | | | | | | | | | | 4,928 | | | 4,902 | | 1.41 | |
Office Services & Supplies | | | | | | | | | | | | | | | | | | | | | | | |
American Crafts, LC | | First Lien Secured Term Loan | | 1.00% | | L+ 8.50% | | 9.50% | | 05/28/21 | | 05/28/26 | | 8,351 | | | 8,248 | | | 8,238 | | 2.37 | |
American Crafts, LC | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 8.50% | | 9.50% | | 01/25/22 | | 05/28/26 | | 1,403 | | | 1,376 | | | 1,376 | | 0.40 | |
Empire Office, Inc. | | First Lien Secured Term Loan | | 1.50% | | L+ 6.50% | | 8.00% | | 04/12/19 | | 04/12/24 | | 12,443 | | | 12,313 | | | 12,350 | | 3.55 | |
Empire Office, Inc.(4)(7) | | First Lien Secured Delayed Draw Loan | | 1.50% | | L+ 6.50% | | 8.00% | | 08/17/21 | | 04/12/24 | | — | | | — | | | (40) | | (0.01) | |
| | | | | | | | | | | | | | | | | 21,937 | | | 21,924 | | 6.31 | |
Packaged Foods & Meats | | | | | | | | | | | | | | | | | | | | | | | |
Lenny & Larry's, LLC(17) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.83% | | 8.83% (7.68% Cash + 1.15% PIK) | | 05/15/18 | | 05/15/23 | | 11,185 | | | 11,137 | | | 10,907 | | 3.14 | |
| | | | | | | | | | | | | | | | | 11,137 | | | 10,907 | | 3.14 | |
Personal Products | | | | | | | | | | | | | | | | | | | | | | | |
Inspired Beauty Brands, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 12/30/20 | | 12/30/25 | | 12,117 | | | 11,935 | | | 12,117 | | 3.48 | |
Inspired Beauty Brands, Inc.(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 12/30/20 | | 12/30/25 | | — | | | — | | | 8 | | — | |
| | | | | | | | | | | | | | | | | 11,935 | | | 12,125 | | 3.48 | |
Research & Consulting Services | | | | | | | | | | | | | | | | | | | | | | | |
Aeyon LLC | | First Lien Secured Term Loan | | 1.00% | | SF+ 8.88% | | 9.88% | | 02/10/22 | | 02/10/27 | | 8,978 | | | 8,803 | | | 8,801 | | 2.53 | |
ALM Media, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.51% | | 11/25/19 | | 11/25/24 | | 13,978 | | | 13,830 | | | 13,838 | | 3.98 | |
Nelson Worldwide, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 10.25% | | 11.25% (10.25% Cash + 1.00% PIK) | | 01/09/18 | | 01/09/23 | | 9,719 | | | 9,682 | | | 9,547 | | 2.74 | |
| | | | | | | | | | | | | | | | | 32,315 | | | 32,186 | | 9.25 | |
Specialized Consumer Services | | | | | | | | | | | | | | | | | | | | | | | |
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 11/16/21 | | 11/16/27 | | 12,968 | | | 12,722 | | | 12,729 | | 3.66 | |
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)(4)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 11/16/21 | | 11/16/27 | | — | | | — | | | 2 | | — | |
HC Salon Holdings, Inc. (d/b/a Hair Cuttery) | | First Lien Secured Term Loan | | 1.00% | | L+ 8.00% | | 9.01% | | 09/30/21 | | 09/30/26 | | 11,608 | | | 11,399 | | | 11,384 | | 3.27 | |
HC Salon Holdings, Inc. (d/b/a Hair Cuttery)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 8.00% | | 9.01% | | 09/30/21 | | 09/30/26 | | — | | | — | | | (1) | | — | |
True Blue Car Wash, LLC | | First Lien Secured Term Loan | | 1.00% | | SF+ 6.88% | | 7.88% | | 10/17/19 | | 10/17/24 | | 10,101 | | | 9,984 | | | 10,018 | | 2.88 | |
True Blue Car Wash, LLC(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | SF+ 6.50% | | 7.50% | | 10/17/19 | | 10/17/24 | | 1,845 | | | 1,817 | | | 1,831 | | 0.53 | |
| | | | | | | | | | | | | | | | | 35,922 | | | 35,963 | | 10.34 | |
See notes to the consolidated financial statements
11
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Specialized Finance | | | | | | | | | | | | | | | | | | | | | | | |
WHF STRS Ohio Senior Loan Fund LLC(4)(5)(9)(14) | | Subordinated Note | | N/A | | L+ 6.50% | | 6.94% | | 07/19/19 | | N/A | | 80,000 | | $ | 80,000 | | $ | 80,000 | | 22.99 | % |
| | | | | | | | | | | | | | | | | 80,000 | | | 80,000 | | 22.99 | |
Systems Software | | | | | | | | | | | | | | | | | | | | | | | |
Arcstor Midco, LLC (d/b/a Arcserve (USA), LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.01% | | 03/16/21 | | 03/16/27 | | 19,305 | | | 18,986 | | | 18,919 | | 5.44 | |
| | | | | | | | | | | | | | | | | 18,986 | | | 18,919 | | 5.44 | |
Technology Hardware, Storage & Peripherals | | | | | | | | | | | | | | | | | | | | | | | |
Telestream Holdings Corporation | | First Lien Secured Term Loan | | 1.00% | | L+ 8.75% | | 9.75% | | 10/15/20 | | 10/15/25 | | 15,041 | | | 14,699 | | | 15,041 | | 4.32 | |
Telestream Holdings Corporation(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 8.75% | | 9.75% | | 10/15/20 | | 10/15/25 | | — | | | — | | | 30 | | 0.01 | |
| | | | | | | | | | | | | | | | | 14,699 | | | 15,071 | | 4.33 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Debt Investments | | | | | | | | | | | | | | | | $ | 751,619 | | $ | 752,717 | | 216.35 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Equity Investments(23) | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | | | | | | | | | | | | | | | | | | | | | | |
Avision Holdings, LLC (d/b/a Avision Sales Group)(4) | | Class A LLC Interests | | N/A | | N/A | | N/A | | 12/15/21 | | N/A | | 200 | | $ | 250 | | $ | 208 | | 0.06 | % |
| | | | | | | | | | | | | | | | | 250 | | | 208 | | 0.06 | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | | | | | | | |
Motivational CIV, LLC (d/b/a Motivational Fulfillment)(4) | | Class B Units | | N/A | | N/A | | N/A | | 07/12/21 | | N/A | | 1,250 | | | 1,250 | | | 863 | | 0.25 | |
| | | | | | | | | | | | | | | | | 1,250 | | | 863 | | 0.25 | |
Building Products | | | | | | | | | | | | | | | | | | | | | | | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(4)(13) | | Class A Units | | N/A | | N/A | | N/A | | 12/17/21 | | N/A | | 1 | | | 423 | | | 432 | | 0.12 | |
| | | | | | | | | | | | | | | | | 423 | | | 432 | | 0.12 | |
Data Processing & Outsourced Services | | | | | | | | | | | | | | | | | | | | | | | |
Escalon Services Inc.(4) | | Warrants | | N/A | | N/A | | N/A | | 12/04/20 | | N/A | | 709 | | | 476 | | | 1,644 | | 0.47 | |
| | | | | | | | | | | | | | | | | 476 | | | 1,644 | | 0.47 | |
Diversified Support Services | | | | | | | | | | | | | | | | | | | | | | | |
Quest Events, LLC(4) | | Preferred Units | | N/A | | N/A | | N/A | | 12/28/18 | | 12/08/25 | | 317 | | | 317 | | | 71 | | 0.02 | |
ImageOne Industries, LLC(4) | | Common A Units | | N/A | | N/A | | N/A | | 09/20/19 | | N/A | | 225 | | | — | | | 122 | | 0.04 | |
| | | | | | | | | | | | | | | | | 317 | | | 193 | | 0.06 | |
Education Services | | | | | | | | | | | | | | | | | | | | | | | |
Eddy Acquisitions, LLC (d/b/a EducationDynamics, LLC)(4) | | Preferred Units | | N/A | | 12.00% | | 12.00% | | 09/15/21 | | N/A | | 167 | | | 167 | | | 156 | | 0.04 | |
| | | | | | | | | | | | | | | | | 167 | | | 156 | | 0.04 | |
Environmental & Facilities Services | | | | | | | | | | | | | | | | | | | | | | | |
BPII-JL Group Holdings LP (d/b/a Juniper Landscaping Holdings LLC)(4) | | Class A Units | | N/A | | N/A | | N/A | | 12/29/21 | | N/A | | 83 | | | 825 | | | 825 | | 0.24 | |
| | | | | | | | | | | | | | | | | 825 | | | 825 | | 0.24 | |
Health Care Services | | | | | | | | | | | | | | | | | | | | | | | |
Lab Logistics, LLC(4)(21) | | Preferred Units | | N/A | | 14.00% | | 14.00% PIK | | 10/29/19 | | N/A | | 2 | | | 857 | | | 915 | | 0.26 | |
| | | | | | | | | | | | | | | | | 857 | | | 915 | | 0.26 | |
Industrial Machinery | | | | | | | | | | | | | | | | | | | | | | | |
BL Products Parent, LP (d/b/a Bishop Lifting Products, Inc.)(4) | | Class A Units | | N/A | | N/A | | N/A | | 02/01/22 | | N/A | | 667 | | | 667 | | | 667 | | 0.19 | |
| | | | | | | | | | | | | | | | | 667 | | | 667 | | 0.19 | |
Interactive Media & Services | | | | | | | | | | | | | | | | | | | | | | | |
What If Media Group, LLC(4) | | Common Units | | N/A | | N/A | | N/A | | 07/02/21 | | N/A | | 8 | | | 850 | | | 1,439 | | 0.41 | |
| | | | | | | | | | | | | | | | | 850 | | | 1,439 | | 0.41 | |
See notes to the consolidated financial statements
12
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | | | | | | | |
BBQ Buyer, LLC (d/b/a BBQ Guys)(4) | | Shares | | N/A | | N/A | | N/A | | 08/28/20 | | N/A | | 1,100 | | $ | 1,100 | | $ | 2,266 | | 0.65 | % |
Ross-Simons Topco, LP (d/b/a Ross-Simons, Inc.)(4) | | Preferred Units | | N/A | | 8.00% | | 8.00% PIK | | 12/04/20 | | N/A | | 600 | | | 514 | | | 1,246 | | 0.36 | |
| | | | | | | | | | | | | | | | | 1,614 | | | 3,512 | | 1.01 | |
Investment Banking & Brokerage | | | | | | | | | | | | | | | | | | | | | | | |
Arcole Holding Corporation(4)(5)(6)(18) | | Shares | | N/A | | N/A | | N/A | | 10/01/20 | | N/A | | — | | | 6,944 | | | 7,045 | | 2.02 | |
| | | | | | | | | | | | | | | | | 6,944 | | | 7,045 | | 2.02 | |
IT Consulting & Other Services | | | | | | | | | | | | | | | | | | | | | | | |
CX Holdco LLC (d/b/a Cennox Inc.)(4) | | Common Units | | N/A | | N/A | | N/A | | 05/04/21 | | N/A | | 972 | | | 972 | | | 1,584 | | 0.46 | |
Keras Holdings, LLC (d/b/a KSM Consulting, LLC)(4) | | Shares | | N/A | | N/A | | N/A | | 12/31/20 | | N/A | | 496 | | | 496 | | | 496 | | 0.14 | |
| | | | | | | | | | | | | | | | | 1,468 | | | 2,080 | | 0.60 | |
Leisure Facilities | | | | | | | | | | | | | | | | | | | | | | | |
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(4) | | Class A Common Stock | | N/A | | N/A | | N/A | | 06/29/20 | | N/A | | 2 | | | 1,941 | | | 199 | | 0.06 | |
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(4) | | Warrants | | N/A | | N/A | | N/A | | 06/29/20 | | 06/28/28 | | 1 | | | 793 | | | 81 | | 0.02 | |
| | | | | | | | | | | | | | | | | 2,734 | | | 280 | | 0.08 | |
Leisure Products | | | | | | | | | | | | | | | | | | | | | | | |
Playmonster Group Equity, Inc. (d/b/a PlayMonster LLC)(4)(6)(8)(22) | | Preferred Stock | | N/A | | 14.00% | | 14.00% PIK | | 01/24/22 | | N/A | | 36 | | | 3,600 | | | 2,268 | | 0.66 | |
Playmonster Group Equity, Inc. (d/b/a PlayMonster LLC)(4)(6)(22) | | Common Stock | | N/A | | N/A | | N/A | | 01/24/22 | | N/A | | 72 | | | 460 | | | — | | — | |
| | | | | | | | | | | | | | | | | 4,060 | | | 2,268 | | 0.66 | |
Other Diversified Financial Services | | | | | | | | | | | | | | | | | | | | | | | |
SFS Global Holding Company (d/b/a Sigue Corporation)(4) | | Warrants | | N/A | | N/A | | N/A | | 06/28/18 | | 12/28/25 | | — | | | — | | | — | | — | |
Sigue Corporation(4) | | Warrants | | N/A | | N/A | | N/A | | 06/28/18 | | 12/28/25 | | 22 | | | 2,890 | | | 3,490 | | 1.00 | |
| | | | | | | | | | | | | | | | | 2,890 | | | 3,490 | | 1.00 | |
Specialized Consumer Services | | | | | | | | | | | | | | | | | | | | | | | |
Camp Facility Services Parent, LLC (d/b/a Camp Construction Services, Inc.)(4) | | Preferred Units | | N/A | | 10.00% | | 10.00% PIK | | 11/16/21 | | N/A | | 15 | | | 840 | | | 861 | | 0.26 | |
| | | | | | | | | | | | | | | | | 840 | | | 861 | | 0.26 | |
Specialized Finance | | | | | | | | | | | | | | | | | | | | | | | |
WHF STRS Ohio Senior Loan Fund(4)(5)(14) | | LLC Interests | | N/A | | N/A | | N/A | | 07/19/19 | | N/A | | 20,000 | | | 20,000 | | | 20,776 | | 5.97 | |
| | | | | | | | | | | | | | | | | 20,000 | | | 20,776 | | 5.97 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Equity Investments | | | | | | | | | | | | | | | | $ | 46,632 | | $ | 47,654 | | 13.70 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Investments | | | | | | | | | | | | | | | | $ | 798,251 | | $ | 800,371 | | 230.05 | % |
Forward Currency Contracts
| | | | | | | | | | | | | | |
Counterparty |
| Currency to be sold |
| Currency to be purchased |
| Settlement date |
| Unrealized |
| Unrealized | ||||
Morgan Stanley | | C$ | 400 CAD | | $ | 317 USD | | 4/28/22 | | $ | — | | $ | (4) |
Total | | | | | | | | | | $ | — | | $ | (4) |
(1) | Except as otherwise noted, all investments are non-controlled/non-affiliate investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and provide collateral for the Company’s credit facility. |
See notes to the consolidated financial statements
13
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments (Unaudited)
March 31, 2022
(in thousands)
(2) | The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), which resets monthly, quarterly or semiannually, the Secured Overnight Financing Rate (“SOFR” or “SF”), the Canadian Dollar Offered Rate (“CDOR” or “C”), Canada Prime Rate (“CP”) or the U.S. Prime Rate (“Prime” or “P”). The one, three and six-month USD LIBOR were 0.45%, 0.96% and 1.47%, respectively, as of March 31, 2022. The SOFR, CDOR, CP and Prime were 0.29%, 1.26%, 2.70% and 3.50%, respectively, as of March 31, 2022. |
(3) | The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the payment-in-kind (“PIK”) interest rate, as the case may be. |
(4) | The investment or a portion of the investment does not provide collateral for the Company’s credit facility. |
(5) | Not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of total assets. Qualifying assets represented 83.7% of total assets as of the date of the consolidated schedule of investments. |
(6) | Investment is a non-controlled affiliate investment as defined by the 1940 Act. |
(7) | The investment has an unfunded commitment in addition to any amounts presented in the consolidated schedule of investments as of March 31, 2022. See Note 8. |
(8) | Preferred equity investment is a non-income producing security. |
(9) | Security is perpetual with no defined maturity date. |
(10) | Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the consolidated schedule of investments represented 230.0% of the Company’s net assets or 95.4% of the Company’s total assets, are subject to legal restrictions on sales. |
(11) | The fair value of each investment was determined using significant unobservable inputs. See Note 5. |
(12) | The investment was comprised of two contracts, which were indexed to different base rates, L and P, respectively. The Floor, Spread Above Index and Interest Rate presented represent the weighted average of both contracts. |
(13) | Principal amount is non-USD denominated and is based in Canadian dollars. |
(14) | Investment is a controlled affiliate investment as defined by the 1940 Act. On January 14, 2019, the Company entered into an agreement (as described in Note 4 hereto) with State Teachers Retirement System of Ohio, a public pension fund established under Ohio law (“STRS Ohio”), to create WHF STRS Ohio Senior Loan Fund, LLC (“STRS JV”), a joint venture, which invests primarily in senior secured first and second lien term loans. |
(15) | In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 2.75% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder. |
(16) | In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.50% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder. |
(17) | In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder. |
(18) | On October 1, 2020, as part of a restructuring agreement between the Company and Arcole Acquisition Corp, the Company’s investments in first lien secured term loans to Arcole Acquisition Corp were converted into common shares of Arcole Holding Corp. |
(19) | At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 2.00% PIK. |
(20) | At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 9.00% PIK. |
(21) | Investment earns 14.00% that converts to PIK on an annual basis and is recorded in interest and dividend receivable in the consolidated statements of assets and liabilities. |
(22) | On January 24, 2022, as part of a restructuring agreement between the Company and PlayMonster LLC, the Company’s first lien secured term loan and delayed draw loan investments to PlayMonster LLC were converted into a new first lien secured term loan, preferred stock and common stock of Playmonster Group LLC. |
(23) | Ownership of certain equity investments may occur through a holding company or partnership. |
See notes to the consolidated financial statements
14
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
North America | | | | | | | | | | | | | | | | | | | | | | | |
Debt Investments | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | | | | | | | | | | | | | | | | | | | | | | |
I&I Sales Group, LLC (d/b/a Avision Sales Group) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/15/21 | | 12/15/26 | | 9,286 | | $ | 9,102 | | $ | 9,100 | | 2.60 | % |
I&I Sales Group, LLC (d/b/a Avision Sales Group)(4)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/15/21 | | 12/15/26 | | 396 | | | 388 | | | 388 | | 0.11 | |
I&I Sales Group, LLC (d/b/a Avision Sales Group)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/15/21 | | 12/15/26 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 9,490 | | | 9,488 | | 2.71 | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | | | | | | | |
Access USA Shipping, LLC (d/b/a MyUS.com) | | First Lien Secured Term Loan | | 1.50% | | L+ 8.00% | | 9.50% | | 02/08/19 | | 02/08/24 | | 4,937 | | | 4,906 | | | 4,937 | | 1.41 | |
ITS Buyer Inc. (d/b/a ITS Logistics, LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/22/21 | | 06/15/26 | | 3,612 | | | 3,540 | | | 3,539 | | 1.01 | |
ITS Buyer Inc. (d/b/a ITS Logistics, LLC)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/22/21 | | 06/15/26 | | — | | | — | | | — | | — | |
Motivational Marketing, LLC (d/b/a Motivational Fulfillment) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 07/12/21 | | 07/12/26 | | 11,789 | | | 11,575 | | | 11,646 | | 3.33 | |
Motivational Marketing, LLC (d/b/a Motivational Fulfillment)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 07/12/21 | | 07/12/26 | | — | | | — | | | 7 | | — | |
| | | | | | | | | | | | | | | | | 20,021 | | | 20,129 | | 5.75 | |
Application Software | | | | | | | | | | | | | | | | | | | | | | | |
Atlas Purchaser, Inc. (d/b/a Aspect Software) | | Second Lien Secured Term Loan | | 0.75% | | L+ 9.00% | | 9.75% | | 05/03/21 | | 05/07/29 | | 15,000 | | | 14,586 | | | 14,700 | | 4.20 | |
Education Networks of America, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 5.50% | | 6.50% | | 11/30/21 | | 10/27/26 | | 4,719 | | | 4,511 | | | 4,508 | | 1.29 | |
Naviga Inc. (f/k/a Newscycle Solutions, Inc.) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 06/14/19 | | 12/29/22 | | 3,213 | | | 3,195 | | | 3,213 | | 0.92 | |
Naviga Inc. (f/k/a Newscycle Solutions, Inc.)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 06/14/19 | | 12/29/22 | | 169 | | | 168 | | | 169 | | 0.05 | |
| | | | | | | | | | | | | | | | | 22,460 | | | 22,590 | | 6.46 | |
Automotive Retail | | | | | | | | | | | | | | | | | | | | | | | |
Team Car Care Holdings, LLC (Heartland Auto)(12) | | First Lien Secured Term Loan | | 1.03% | | Base rate+ 7.98% | | 9.02% | | 02/16/18 | | 06/28/24 | | 15,286 | | | 15,193 | | | 15,286 | | 4.37 | |
| | | | | | | | | | | | | | | | | 15,193 | | | 15,286 | | 4.37 | |
Broadcasting | | | | | | | | | | | | | | | | | | | | | | | |
Coastal Television Broadcasting Group LLC | | First Lien Secured Term Loan | | 1.00% | | SF+ 6.50% | | 7.50% | | 12/30/21 | | 12/30/26 | | 8,191 | | | 8,027 | | | 8,027 | | 2.30 | |
Coastal Television Broadcasting Group LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | SF+ 6.50% | | 7.50% | | 12/30/21 | | 12/30/26 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 8,027 | | | 8,027 | | 2.30 | |
Building Products | | | | | | | | | | | | | | | | | | | | | | | |
Drew Foam Companies Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 11/05/20 | | 11/05/25 | | 7,207 | | | 7,094 | | | 7,183 | | 2.05 | |
LHS Borrower, LLC (d/b/a Leaf Home, LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 09/30/20 | | 09/30/25 | | 9,506 | | | 9,346 | | | 9,416 | | 2.69 | |
LHS Borrower, LLC (d/b/a Leaf Home, LLC)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 09/30/20 | | 09/30/25 | | — | | | — | | | 4 | | — | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(13) | | First Lien Secured Term Loan | | 2.45% | | CP+ 5.50% | | 7.95% | | 12/17/21 | | 12/17/26 | | 9,027 | | | 6,923 | | | 6,998 | | 2.00 | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(7)(13) | | First Lien Secured Revolving Loan | | 2.45% | | CP+ 5.50% | | 7.95% | | 12/17/21 | | 12/17/26 | | — | | | — | | | — | | — | |
PFB Holdco, Inc. (d/b/a PFB Corporation) | | First Lien Secured Term Loan | | 3.25% | | P+ 5.50% | | 8.75% | | 12/17/21 | | 12/17/26 | | 2,198 | | | 2,154 | | | 2,154 | | 0.62 | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(7) | | First Lien Secured Revolving Loan | | 3.25% | | P+ 5.50% | | 8.75% | | 12/17/21 | | 12/17/26 | | — | | | — | | | — | | — | |
Trimlite Buyer LLC (d/b/a Trimlite LLC)(5)(13) | | First Lien Secured Term Loan | | 1.00% | | C+ 6.50% | | 7.50% | | 07/27/21 | | 07/27/26 | | 22,977 | | | 17,975 | | | 17,841 | | 5.10 | |
Trimlite Buyer LLC (d/b/a Trimlite LLC)(5)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 07/27/21 | | 07/27/26 | | 164 | | | 161 | | | 161 | | 0.05 | |
| | | | | | | | | | | | | | | | | 43,653 | | | 43,757 | | 12.51 | |
Cable & Satellite | | | | | | | | | | | | | | | | | | | | | | | |
Bulk Midco, LLC(15) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.24% | | 8.24% | | 06/08/18 | | 06/08/23 | | 15,000 | | | 14,936 | | | 14,526 | | 4.15 | |
| | | | | | | | | | | | | | | | | 14,936 | | | 14,526 | | 4.15 | |
Commodity Chemicals | | | | | | | | | | | | | | | | | | | | | | | |
Flexitallic Group SAS | | First Lien Secured Term Loan | | 1.00% | | L+ 7.50% | | 8.50% (8.00% Cash + 0.50% PIK) | | 10/28/19 | | 10/29/26 | | 15,722 | | | 15,047 | | | 15,172 | | 4.34 | |
| | | | | | | | | | | | | | | | | 15,047 | | | 15,172 | | 4.34 | |
See notes to the consolidated financial statements
15
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Construction & Engineering | | | | | | | | | | | | | | | | | | | | | | | |
Road Safety Services, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 12/30/21 | | 03/18/25 | | 4,099 | | $ | 4,017 | | $ | 4,017 | | 1.15 | % |
Tensar Corporation | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 11/20/20 | | 08/20/25 | | 6,930 | | | 6,797 | | | 7,069 | | 2.02 | |
| | | | | | | | | | | | | | | | | 10,814 | | | 11,086 | | 3.17 | |
Construction Materials | | | | | | | | | | | | | | | | | | | | | | | |
Claridge Products and Equipment, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 12/30/20 | | 12/29/25 | | 7,640 | | | 7,518 | | | 7,469 | | 2.14 | |
Claridge Products and Equipment, LLC(7) | | First Lien Secured Revolving Loan | | 3.25% | | P+ 5.50% | | 8.75% | | 12/30/20 | | 12/29/25 | | 211 | | | 207 | | | 204 | | 0.06 | |
| | | | | | | | | | | | | | | | | 7,725 | | | 7,673 | | 2.20 | |
Consumer Finance | | | | | | | | | | | | | | | | | | | | | | | |
Maxitransfers Blocker Corp. | | First Lien Secured Term Loan | | 1.00% | | L+ 8.50% | | 9.50% | | 10/07/20 | | 10/07/25 | | 8,590 | | | 8,436 | | | 8,590 | | 2.46 | |
Maxitransfers Blocker Corp.(4) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 8.50% | | 9.50% | | 10/07/20 | | 10/07/25 | | 1,038 | | | 1,019 | | | 1,038 | | 0.30 | |
| | | | | | | | | | | | | | | | | 9,455 | | | 9,628 | | 2.76 | |
Data Processing & Outsourced Services | | | | | | | | | | | | | | | | | | | | | | | |
Escalon Services Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 13.50% | | 14.50% (13.00% Cash + 1.50% PIK) | | 12/04/20 | | 12/04/25 | | 8,046 | | | 7,490 | | | 8,046 | | 2.30 | |
Future Payment Technologies, L.P. | | First Lien Secured Term Loan | | 1.00% | | L+ 8.25% | | 9.25% | | 12/23/16 | | 06/07/24 | | 24,000 | | | 23,811 | | | 23,925 | | 6.84 | |
| | | | | | | | | | | | | | | | | 31,301 | | | 31,971 | | 9.14 | |
Department Stores | | | | | | | | | | | | | | | | | | | | | | | |
Mills Fleet Farm Group, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 10/24/18 | | 10/24/24 | | 13,538 | | | 13,331 | | | 13,538 | | 3.87 | |
| | | | | | | | | | | | | | | | | 13,331 | | | 13,538 | | 3.87 | |
Distributors | | | | | | | | | | | | | | | | | | | | | | | |
Crown Brands LLC(19) | | Second Lien Secured Term Loan | | 1.50% | | L+ 10.50% | | 12.00% | | 12/15/20 | | 01/08/26 | | 4,382 | | | 4,299 | | | 3,505 | | 1.00 | |
Crown Brands LLC(19) | | Second Lien Secured Delayed Draw Loan | | 1.50% | | L+ 10.50% | | 12.00% | | 12/15/20 | | 01/08/26 | | 650 | | | 650 | | | 520 | | 0.15 | |
| | | | | | | | | | | | | | | | | 4,949 | | | 4,025 | | 1.15 | |
Diversified Chemicals | | | | | | | | | | | | | | | | | | | | | | | |
Manchester Acquisition Sub LLC (d/b/a Draslovka Holding AS) | | First Lien Secured Term Loan | | 0.75% | | SF+ 5.75% | | 6.50% | | 11/16/21 | | 11/16/26 | | 12,000 | | | 11,348 | | | 11,340 | | 3.24 | |
Sklar Holdings, Inc. (d/b/a Starco) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.75% | | 8.75% | | 11/13/19 | | 05/13/23 | | 7,389 | | | 7,295 | | | 7,020 | | 2.01 | |
| | | | | | | | | | | | | | | | | 18,643 | | | 18,360 | | 5.25 | |
Diversified Support Services | | | | | | | | | | | | | | | | | | | | | | | |
NNA Services, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 08/27/21 | | 08/27/26 | | 11,594 | | | 11,459 | | | 11,460 | | 3.28 | |
| | | | | | | | | | | | | | | | | 11,459 | | | 11,460 | | 3.28 | |
Education Services | | | | | | | | | | | | | | | | | | | | | | | |
EducationDynamics, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% (7.50% Cash + 0.50% PIK) | | 09/15/21 | | 09/15/26 | | 13,318 | | | 13,068 | | | 13,064 | | 3.74 | |
EducationDynamics, LLC(4)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.00% | | 8.00% (7.50% Cash + 0.50% PIK) | | 09/15/21 | | 09/15/26 | | — | | | — | | | — | | — | |
EducationDynamics, LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.00% | | 8.00% (7.50% Cash + 0.50% PIK) | | 09/15/21 | | 09/15/26 | | — | | | — | | | — | | — | |
EducationDynamics, LLC(4) | | Subordinated Unsecured Term Loan | | N/A | | 4.00% | | 4.00% | | 09/15/21 | | 03/15/27 | | 167 | | | 167 | | | 167 | | 0.05 | |
| | | | | | | | | | | | | | | | | 13,235 | | | 13,231 | | 3.79 | |
Electric Utilities | | | | | | | | | | | | | | | | | | | | | | | |
CleanChoice Energy, Inc. (d/b/a CleanChoice) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.25% | | 8.25% | | 10/12/21 | | 10/12/26 | | 10,500 | | | 10,299 | | | 10,296 | | 2.94 | |
| | | | | | | | | | | | | | | | | 10,299 | | | 10,296 | | 2.94 | |
Electronic Equipment & Instruments | | | | | | | | | | | | | | | | | | | | | | | |
LMG Holdings, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 04/30/21 | | 04/30/26 | | 6,802 | | | 6,684 | | | 6,687 | | 1.91 | |
LMG Holdings, Inc.(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 04/30/21 | | 04/30/26 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 6,684 | | | 6,687 | | 1.91 | |
See notes to the consolidated financial statements
16
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Environmental & Facilities Services | | | | | | | | | | | | | | | | | | | | | | | |
Industrial Specialty Services USA LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 12/31/21 | | 12/31/26 | | 12,007 | | $ | 11,767 | | $ | 11,767 | | 3.36 | % |
Industrial Specialty Services USA LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 12/31/21 | | 12/31/26 | | — | | | — | | | — | | — | |
Juniper Landscaping Holdings LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/29/21 | | 12/29/26 | | 11,420 | | | 11,221 | | | 11,220 | | 3.21 | |
Juniper Landscaping Holdings LLC(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/29/21 | | 12/29/26 | | — | | | — | | | — | | — | |
Juniper Landscaping Holdings LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 12/29/21 | | 12/29/26 | | 597 | | | 586 | | | 586 | | 0.17 | |
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 12/31/21 | | 12/31/26 | | 8,775 | | | 8,600 | | | 8,600 | | 2.46 | |
RLJ Pro-Vac, Inc. (d/b/a Pro-Vac)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 12/31/21 | | 12/31/26 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 32,174 | | | 32,173 | | 9.20 | |
Health Care Facilities | | | | | | | | | | | | | | | | | | | | | | | |
Bridgepoint Healthcare, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.75% | | 8.75% | | 10/05/21 | | 10/05/26 | | 10,979 | | | 10,770 | | | 10,769 | | 3.08 | |
Bridgepoint Healthcare, LLC(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.75% | | 8.75% | | 10/05/21 | | 10/05/26 | | — | | | — | | | — | | — | |
Bridgepoint Healthcare, LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.75% | | 8.75% | | 10/05/21 | | 10/05/26 | | — | | | — | | | — | | — | |
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.50% | | 8.50% | | 12/04/20 | | 06/22/23 | | 4,278 | | | 4,214 | | | 4,235 | | 1.21 | |
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.50% | | 8.50% | | 12/04/20 | | 06/22/23 | | 3,052 | | | 3,008 | | | 3,027 | | 0.87 | |
Epiphany Business Services, LLC (d/b/a Epiphany Dermatology, PA)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.50% | | 8.50% | | 12/04/20 | | 06/22/23 | | — | | | — | | | 3 | | — | |
Grupo HIMA San Pablo, Inc.(7) | | Superpriority Delayed Draw Loan | | N/A | | 12.00% | | 12.00% | | 11/24/21 | | 11/24/23 | | 568 | | | 568 | | | 568 | | 0.16 | |
Grupo HIMA San Pablo, Inc.(8)(21) | | Amended Term Loan | | 1.50% | | 9.00% | | 10.50% (0.00% Cash + 10.50% PIK) | | 11/24/21 | | 11/24/23 | | 1,708 | | | 1,704 | | | 1,708 | | 0.49 | |
Grupo HIMA San Pablo, Inc.(8) | | First Lien Secured Term Loan A | | N/A | | L+ 9.00% | | 9.13% | | 05/05/19 | | 04/30/19 | | 3,476 | | | 3,476 | | | 1,169 | | 0.33 | |
Grupo HIMA San Pablo, Inc.(8) | | First Lien Secured Term Loan B | | 1.50% | | L+ 9.00% | | 10.50% | | 02/01/13 | | 04/30/19 | | 12,185 | | | 12,185 | | | 4,097 | | 1.17 | |
Grupo HIMA San Pablo, Inc.(8) | | Second Lien Secured Term Loan | | N/A | | L+ 15.75% | | 15.75% (13.75% Cash + 2.00% PIK) | | 02/01/13 | | 07/31/18 | | 1,028 | | | 1,024 | | | — | | — | |
| | | | | | | | | | | | | | | | | 36,949 | | | 25,576 | | 7.31 | |
Health Care Services | | | | | | | | | | | | | | | | | | | | | | | |
CHS Therapy, LLC | | First Lien Secured Term Loan A | | 1.50% | | L+ 9.00% | | 10.50% (10.00% Cash + 0.50% PIK) | | 06/14/19 | | 06/14/24 | | 7,242 | | | 7,175 | | | 7,242 | | 2.07 | |
CHS Therapy, LLC | | First Lien Secured Term Loan C | | 1.50% | | L+ 9.00% | | 10.50% (10.00% Cash + 0.50% PIK) | | 10/07/20 | | 06/14/24 | | 891 | | | 879 | | | 891 | | 0.25 | |
DCA Investment Holding, LLC (d/b/a Dental Care Alliance, LLC) | | First Lien Secured Term Loan | | 0.75% | | L+ 6.25% | | 7.00% | | 03/12/21 | | 03/12/27 | | 7,025 | | | 6,933 | | | 6,988 | | 2.00 | |
DCA Investment Holding, LLC (d/b/a Dental Care Alliance, LLC)(7) | | First Lien Secured Delayed Draw Loan | | 0.75% | | L+ 6.25% | | 7.00% | | 03/12/21 | | 03/12/27 | | 678 | | | 672 | | | 688 | | 0.20 | |
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 12/04/20 | | 12/04/24 | | 17,366 | | | 17,121 | | | 17,366 | | 4.97 | |
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 12/04/20 | | 12/04/24 | | 2,550 | | | 2,517 | | | 2,534 | | 0.72 | |
IvyRehab Intermediate II, LLC (d/b/a Ivy Rehab)(7) | | First Lien Secured Revolving Loan | | 3.25% | | P+ 5.75% | | 9.00% | | 12/04/20 | | 12/04/24 | | 142 | | | 139 | | | 147 | | 0.04 | |
Lab Logistics, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.25% | | 8.25% | | 10/16/19 | | 09/25/23 | | 1,155 | | | 1,140 | | | 1,155 | | 0.33 | |
Lab Logistics, LLC | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.25% | | 8.25% | | 10/16/19 | | 09/25/23 | | 5,183 | | | 5,166 | | | 5,183 | | 1.48 | |
PG Dental New Jersey Parent, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 9.25% | | 10.25% (8.75% Cash + 1.50% PIK) | | 11/25/20 | | 11/25/25 | | 15,448 | | | 15,178 | | | 14,212 | | 4.06 | |
PG Dental New Jersey Parent, LLC(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 9.25% | | 10.25% (8.75% Cash + 1.50% PIK) | | 11/25/20 | | 11/25/25 | | 702 | | | 689 | | | 631 | | 0.18 | |
| | | | | | | | | | | | | | | | | 57,609 | | | 57,037 | | 16.30 | |
Heavy Electrical Equipment | | | | | | | | | | | | | | | | | | | | | | | |
PPS CR Acquisition, Inc. (d/b/a Power Plant Services) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 06/25/21 | | 06/25/26 | | 11,123 | | | 10,924 | | | 10,975 | | 3.14 | |
PPS CR Acquisition, Inc. (d/b/a Power Plant Services)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 06/25/21 | | 06/25/24 | | 104 | | | 103 | | | 113 | | 0.03 | |
| | | | | | | | | | | | | | | | | 11,027 | | | 11,088 | | 3.17 | |
See notes to the consolidated financial statements
17
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Home Furnishings | | | | | | | | | | | | | | | | | | | | | | | |
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 10/12/21 | | 10/12/26 | | 20,034 | | $ | 19,651 | | $ | 19,645 | | 5.62 | % |
Sleep OpCo LLC (d/b/a Brooklyn Bedding LLC)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 10/12/21 | | 10/12/26 | | — | | | — | | | — | | — | |
Sure Fit Home Products, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 9.75% | | 10.75% | | 04/12/21 | | 07/13/23 | | 4,912 | | | 4,828 | | | 4,372 | | 1.25 | |
| | | | | | | | | | | | | | | | | 24,479 | | | 24,017 | | 6.87 | |
Household Products | | | | | | | | | | | | | | | | | | | | | | | |
The Kyjen Company, LLC (d/b/a Outward Hound) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 04/05/21 | | 04/05/26 | | 11,403 | | | 11,257 | | | 11,383 | | 3.25 | |
The Kyjen Company, LLC (d/b/a Outward Hound)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 04/05/21 | | 04/05/26 | | 385 | | | 380 | | | 390 | | 0.11 | |
| | | | | | | | | | | | | | | | | 11,637 | | | 11,773 | | 3.36 | |
Interactive Media & Services | | | | | | | | | | | | | | | | | | | | | | | |
What If Holdings, LLC (d/b/a What If Media Group, LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 10/02/19 | | 10/02/24 | | 18,848 | | | 18,609 | | | 18,759 | | 5.36 | |
| | | | | | | | | | | | | | | | | 18,609 | | | 18,759 | | 5.36 | |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | | | | | | | |
BBQ Buyer, LLC (d/b/a BBQ Guys) | | First Lien Secured Term Loan | | 1.50% | | L+ 10.00% | | 11.50% (9.50% Cash + 2.00% PIK) | | 08/28/20 | | 08/28/25 | | 12,623 | | | 12,388 | | | 12,623 | | 3.61 | |
BBQ Buyer, LLC (d/b/a BBQ Guys)(7) | | First Lien Secured Delayed Draw Loan | | 1.50% | | L+ 10.00% | | 11.50% (9.50% Cash + 2.00% PIK) | | 12/02/21 | | 08/28/25 | | 2,573 | | | 2,523 | | | 2,523 | | 0.72 | |
Luxury Brand Holdings, Inc. (d/b/a Ross-Simons, Inc.) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 12/04/20 | | 06/04/26 | | 5,940 | | | 5,844 | | | 5,940 | | 1.70 | |
Marlin DTC-LS Midco 2, LLC (d/b/a Clarus Commerce, LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 08/06/21 | | 07/01/25 | | 4,277 | | | 4,200 | | | 4,206 | | 1.20 | |
Potpourri Group, Inc. | | First Lien Secured Term Loan | | 1.50% | | L+ 8.25% | | 9.75% | | 07/03/19 | | 07/03/24 | | 17,148 | | | 16,955 | | | 17,148 | | 4.90 | |
| | | | | | | | | | | | | | | | | 41,910 | | | 42,440 | | 12.13 | |
Investment Banking & Brokerage | | | | | | | | | | | | | | | | | | | | | | | |
JVMC Holdings Corp. (fka RJO Holdings Corp) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.75% | | 7.75% | | 02/28/19 | | 02/28/24 | | 12,729 | | | 12,674 | | | 12,729 | | 3.64 | |
| | | | | | | | | | | | | | | | | 12,674 | | | 12,729 | | 3.64 | |
IT Consulting & Other Services | | | | | | | | | | | | | | | | | | | | | | | |
AST-Applications Software Technology LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 8.00% | | 9.00% (8.00% Cash + 1.00% PIK) | | 01/10/17 | | 01/10/23 | | 3,958 | | | 3,943 | | | 3,958 | | 1.13 | |
ATSG, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 11/12/21 | | 11/12/26 | | 14,008 | | | 13,736 | | | 13,736 | | 3.93 | |
| | | | | | | | | | | | | | | | | 17,679 | | | 17,694 | | 5.06 | |
Leisure Facilities | | | | | | | | | | | | | | | | | | | | | | | |
Honors Holdings, LLC (d/b/a Orange Theory)(16) | | First Lien Secured Term Loan | | 1.00% | | L+ 7.96% | | 8.96% (8.46% Cash + 0.50% PIK) | | 09/06/19 | | 09/06/24 | | 9,440 | | | 9,315 | | | 9,296 | | 2.66 | |
Honors Holdings, LLC (d/b/a Orange Theory)(16) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 7.58% | | 8.58% (8.08% Cash + 0.50% PIK) | | 09/06/19 | | 09/06/24 | | 4,649 | | | 4,611 | | | 4,578 | | 1.31 | |
Lift Brands, Inc. (d/b/a Snap Fitness) | | First Lien Secured Term Loan A | | 1.00% | | L+ 7.50% | | 8.50% | | 06/29/20 | | 06/29/25 | | 5,631 | | | 5,570 | | | 5,546 | | 1.59 | |
Lift Brands, Inc. (d/b/a Snap Fitness) | | First Lien Secured Term Loan B | | N/A | | 9.50% | | 9.50% (0.00% Cash + 9.50% PIK) | | 06/29/20 | | 06/29/25 | | 1,279 | | | 1,259 | | | 1,239 | | 0.35 | |
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(9) | | First Lien Secured Term Loan C | | N/A | | 9.50% | | 9.50% (0.00% Cash + 9.50% PIK) | | 06/29/20 | | NA | | 1,268 | | | 1,265 | | | 1,219 | | 0.35 | |
| | | | | | | | | | | | | | | | | 22,020 | | | 21,878 | | 6.26 | |
Leisure Products | | | | | | | | | | | | | | | | | | | | | | | |
PlayMonster LLC(8) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 06/07/21 | | 06/07/26 | | 6,000 | | | 5,894 | | | 3,900 | | 1.12 | |
PlayMonster LLC(7)(8) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.00% | | 7.00% | | 06/07/21 | | 06/07/26 | | 224 | | | 221 | | | (828) | | (0.24) | |
| | | | | | | | | | | | | | | | | 6,115 | | | 3,072 | | 0.88 | |
Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | | | | | | |
LSCS Holdings, Inc. (d/b/a Eversana Life Science Services, LLC) | | Second Lien Secured Term Loan | | 0.50% | | L+ 8.00% | | 8.50% | | 11/23/21 | | 12/16/29 | | 5,000 | | | 4,925 | | | 4,925 | | 1.41 | |
| | | | | | | | | | | | | | | | | 4,925 | | | 4,925 | | 1.41 | |
See notes to the consolidated financial statements
18
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Office Services & Supplies | | | | | | | | | | | | | | | | | | | | | | | |
American Crafts, LC | | First Lien Secured Term Loan | | 1.00% | | L+ 8.50% | | 9.50% | | 05/28/21 | | 05/28/26 | | 8,434 | | $ | 8,325 | | $ | 8,325 | | 2.38 | % |
Empire Office, Inc. | | First Lien Secured Term Loan | | 1.50% | | L+ 6.75% | | 8.25% | | 04/12/19 | | 04/12/24 | | 12,656 | | | 12,507 | | | 12,589 | | 3.60 | |
Empire Office, Inc.(4)(7) | | First Lien Secured Delayed Draw Loan | | 1.50% | | L+ 6.75% | | 8.25% | | 08/17/21 | | 04/12/24 | | — | | | — | | | 7 | | — | |
| | | | | | | | | | | | | | | | | 20,832 | | | 20,921 | | 5.98 | |
Packaged Foods & Meats | | | | | | | | | | | | | | | | | | | | | | | |
Lenny & Larry's, LLC(17) | | First Lien Secured Term Loan | | 1.00% | | L+ 8.40% | | 9.40% (7.68% Cash + 1.72% PIK) | | 05/15/18 | | 05/15/23 | | 11,142 | | | 11,084 | | | 10,862 | | 3.11 | |
| | | | | | | | | | | | | | | | | 11,084 | | | 10,862 | | 3.11 | |
Personal Products | | | | | | | | | | | | | | | | | | | | | | | |
Inspired Beauty Brands, Inc. | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 12/30/20 | | 12/30/25 | | 12,252 | | | 12,055 | | | 12,252 | | 3.50 | |
Inspired Beauty Brands, Inc.(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 12/30/20 | | 12/30/25 | | — | | | — | | | 8 | | — | |
| | | | | | | | | | | | | | | | | 12,055 | | | 12,260 | | 3.50 | |
Real Estate Operating Companies | | | | | | | | | | | | | | | | | | | | | | | |
HRG Management, LLC (d/b/a HomeRiver Group, LLC) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 10/19/21 | | 10/19/26 | | 4,875 | | | 4,781 | | | 4,780 | | 1.37 | |
HRG Management, LLC (d/b/a HomeRiver Group, LLC)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 10/19/21 | | 10/19/26 | | 653 | | | 644 | | | 651 | | 0.19 | |
HRG Management, LLC (d/b/a HomeRiver Group, LLC)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.25% | | 7.25% | | 10/19/21 | | 10/19/26 | | — | | | — | | | — | | — | |
| | | | | | | | | | | | | | | | | 5,425 | | | 5,431 | | 1.56 | |
Research & Consulting Services | | | | | | | | | | | | | | | | | | | | | | | |
ALM Media, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 11/25/19 | | 11/25/24 | | 14,175 | | | 14,011 | | | 13,996 | | 4.00 | |
Nelson Worldwide, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 10.25% | | 11.25% (10.25% Cash + 1.00% PIK) | | 01/09/18 | | 01/09/23 | | 10,027 | | | 9,976 | | | 9,826 | | 2.81 | |
| | | | | | | | | | | | | | | | | 23,987 | | | 23,822 | | 6.81 | |
Specialized Consumer Services | | | | | | | | | | | | | | | | | | | | | | | |
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 11/16/21 | | 11/16/27 | | 13,000 | | | 12,745 | | | 12,742 | | 3.64 | |
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)(4)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 11/16/21 | | 11/16/27 | | — | | | — | | | (1) | | — | |
Camp Facility Services Holdings, LLC (d/b/a Camp Construction Services, Inc.)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 11/16/21 | | 11/16/27 | | — | | | — | | | — | | — | |
HC Salon Holdings, Inc. (d/b/a Hair Cuttery) | | First Lien Secured Term Loan | | 1.00% | | L+ 8.00% | | 9.00% | | 09/30/21 | | 09/30/26 | | 11,638 | | | 11,417 | | | 11,416 | | 3.26 | |
HC Salon Holdings, Inc. (d/b/a Hair Cuttery)(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 8.00% | | 9.00% | | 09/30/21 | | 09/30/26 | | — | | | — | | | — | | — | |
True Blue Car Wash, LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 6.82% | | 7.82% | | 10/17/19 | | 10/17/24 | | 8,203 | | | 8,087 | | | 8,130 | | 2.32 | |
True Blue Car Wash, LLC(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.82% | | 7.82% | | 10/17/19 | | 10/17/24 | | 3,103 | | | 3,073 | | | 3,098 | | 0.89 | |
| | | | | | | | | | | | | | | | | 35,322 | | | 35,385 | | 10.11 | |
Specialized Finance | | | | | | | | | | | | | | | | | | | | | | | |
WHF STRS Ohio Senior Loan Fund LLC(4)(5)(9)(14) | | Subordinated Note | | N/A | | L+ 6.50% | | 6.61% | | 07/19/19 | | N/A | | 60,000 | | | 60,000 | | | 60,000 | | 17.16 | |
| | | | | | | | | | | | | | | | | 60,000 | | | 60,000 | | 17.16 | |
Systems Software | | | | | | | | | | | | | | | | | | | | | | | |
Arcstor Midco, LLC (d/b/a Arcserve (USA), LLC | | First Lien Secured Term Loan | | 1.00% | | L+ 7.00% | | 8.00% | | 03/16/21 | | 03/16/27 | | 19,354 | | | 19,018 | | | 19,160 | | 5.48 | |
| | | | | | | | | | | | | | | | | 19,018 | | | 19,160 | | 5.48 | |
Technology Hardware, Storage & Peripherals | | | | | | | | | | | | | | | | | | | | | | | |
Source Code Holdings, LLC (d/b/a Source Code Corporation) | | First Lien Secured Term Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 07/30/21 | | 07/30/27 | | 7,629 | | | 7,487 | | | 7,489 | | 2.14 | |
Source Code Holdings, LLC (d/b/a Source Code Corporation)(7) | | First Lien Secured Delayed Draw Loan | | 1.00% | | L+ 6.50% | | 7.50% | | 07/30/21 | | 07/30/27 | | — | | | — | | | — | | — | |
Telestream Holdings Corporation | | First Lien Secured Term Loan | | 1.00% | | L+ 8.75% | | 9.75% | | 10/15/20 | | 10/15/25 | | 15,079 | | | 14,713 | | | 15,079 | | 4.31 | |
Telestream Holdings Corporation(7) | | First Lien Secured Revolving Loan | | 1.00% | | L+ 8.75% | | 9.75% | | 10/15/20 | | 10/15/25 | | 530 | | | 517 | | | 549 | | 0.16 | |
| | | | | | | | | | | | | | | | | 22,717 | | | 23,117 | | 6.61 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Debt Investments | | | | | | | | | | | | | | | | $ | 794,969 | | $ | 781,049 | | 223.32 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
See notes to the consolidated financial statements
19
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Equity Investments | | | | | | | | | | | | | | | | | | | | | | | |
Advertising | | | | | | | | | | | | | | | | | | | | | | | |
Avision Holdings, LLC (d/b/a Avision Sales Group)(4) | | Class A LLC Interests | | N/A | | N/A | | N/A | | 12/15/21 | | N/A | | 200 | | $ | 250 | | $ | 250 | | 0.07 | % |
| | | | | | | | | | | | | | | | | 250 | | | 250 | | 0.07 | |
Air Freight & Logistics | | | | | | | | | | | | | | | | | | | | | | | |
Motivational CIV, LLC (d/b/a Motivational Fulfillment)(4) | | Class B Units | | N/A | | N/A | | N/A | | 07/12/21 | | N/A | | 1,250 | | | 1,250 | | | 1,250 | | 0.36 | |
| | | | | | | | | | | | | | | | | 1,250 | | | 1,250 | | 0.36 | |
Data Processing & Outsourced Services | | | | | | | | | | | | | | | | | | | | | | | |
PFB Holdco, Inc. (d/b/a PFB Corporation)(4)(13) | | Class A Units | | N/A | | N/A | | N/A | | 12/17/21 | | N/A | | 1 | | | 423 | | | 427 | | 0.12 | |
| | | | | | | | | | | | | | | | | 423 | | | 427 | | 0.12 | |
Data Processing & Outsourced Services | | | | | | | | | | | | | | | | | | | | | | | |
Escalon Services Inc.(4) | | Warrants | | N/A | | N/A | | N/A | | 12/04/20 | | N/A | | 709 | | | 476 | | | 893 | | 0.26 | |
| | | | | | | | | | | | | | | | | 476 | | | 893 | | 0.26 | |
Diversified Support Services | | | | | | | | | | | | | | | | | | | | | | | |
Quest Events, LLC(4) | | Preferred Units | | N/A | | N/A | | N/A | | 12/28/18 | | 12/08/25 | | 317 | | | 317 | | | — | | — | |
ImageOne Industries, LLC(4) | | Common A Units | | N/A | | N/A | | N/A | | 09/20/19 | | N/A | | 225 | | | — | | | 158 | | 0.05 | |
| | | | | | | | | | | | | | | | | 317 | | | 158 | | 0.05 | |
Education Services | | | | | | | | | | | | | | | | | | | | | | | |
Eddy Acquisitions, LLC (d/b/a EducationDynamics, LLC)(4) | | Preferred Units | | N/A | | 12.00% | | 12.00% | | 09/15/21 | | N/A | | 167 | | | 167 | | | 167 | | 0.05 | |
| | | | | | | | | | | | | | | | | 167 | | | 167 | | 0.05 | |
Environmental & Facilities Services | | | | | | | | | | | | | | | | | | | | | | | |
BPII-JL Group Holdings LP (d/b/a Juniper Landscaping Holdings LLC)(4) | | Class A Units | | N/A | | N/A | | N/A | | 12/29/21 | | N/A | | 83 | | | 825 | | | 825 | | 0.24 | |
| | | | | | | | | | | | | | | | | 825 | | | 825 | | 0.24 | |
Health Care Services | | | | | | | | | | | | | | | | | | | | | | | |
Lab Logistics, LLC(4)(20) | | Preferred Units | | N/A | | 14.00% | | 14.00% PIK | | 10/29/19 | | N/A | | 2 | | | 857 | | | 1,018 | | 0.29 | |
| | | | | | | | | | | | | | | | | 857 | | | 1,018 | | 0.29 | |
Interactive Media & Services | | | | | | | | | | | | | | | | | | | | | | | |
What If Media Group, LLC(4) | | Common Units | | N/A | | N/A | | N/A | | 07/02/21 | | N/A | | 8 | | | 850 | | | 1,398 | | 0.40 | |
| | | | | | | | | | | | | | | | | 850 | | | 1,398 | | 0.40 | |
Internet & Direct Marketing Retail | | | | | | | | | | | | | | | | | | | | | | | |
BBQ Buyer, LLC (d/b/a BBQ Guys)(4) | | Shares | | N/A | | N/A | | N/A | | 08/28/20 | | N/A | | 1,100 | | | 1,100 | | | 2,442 | | 0.70 | |
Ross-Simons Topco, LP(4) | | Preferred Units | | N/A | | 8.00% | | 8.00% PIK | | 12/04/20 | | N/A | | 600 | | | 600 | | | 786 | | 0.22 | |
| | | | | | | | | | | | | | | | | 1,700 | | | 3,228 | | 0.92 | |
Investment Banking & Brokerage | | | | | | | | | | | | | | | | | | | | | | | |
Arcole Holding Corporation(4)(5)(6)(18) | | Shares | | N/A | | N/A | | N/A | | 10/01/20 | | N/A | | — | | | 6,944 | | | 6,874 | | 1.97 | |
| | | | | | | | | | | | | | | | | 6,944 | | | 6,874 | | 1.97 | |
IT Consulting & Other Services | | | | | | | | | | | | | | | | | | | | | | | |
CX Holdco LLC (d/b/a Cennox Inc.)(4) | | Common Units | | N/A | | N/A | | N/A | | 05/04/21 | | N/A | | 972 | | | 972 | | | 972 | | 0.28 | |
Keras Holdings, LLC (d/b/a KSM Consulting, LLC)(4) | | Shares | | N/A | | N/A | | N/A | | 12/31/20 | | N/A | | 496 | | | 496 | | | 496 | | 0.14 | |
| | | | | | | | | | | | | | | | | 1,468 | | | 1,468 | | 0.42 | |
Leisure Facilities | | | | | | | | | | | | | | | | | | | | | | | |
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(4) | | Class A Common Stock | | N/A | | N/A | | N/A | | 06/29/20 | | N/A | | 2 | | | 1,941 | | | 188 | | 0.05 | |
Snap Fitness Holdings, Inc. (d/b/a Lift Brands, Inc.)(4) | | Warrants | | N/A | | N/A | | N/A | | 06/29/20 | | 06/28/28 | | 1 | | | 793 | | | 76 | | 0.02 | |
| | | | | | | | | | | | | | | | | 2,734 | | | 264 | | 0.07 | |
Other Diversified Financial Services | | | | | | | | | | | | | | | | | | | | | | | |
SFS Global Holding Company(4) | | Warrants | | N/A | | N/A | | N/A | | 06/28/18 | | 12/28/25 | | — | | | — | | | — | | — | |
Sigue Corporation(4) | | Warrants | | N/A | | N/A | | N/A | | 06/28/18 | | 12/28/25 | | 22 | | | 2,890 | | | 3,492 | | 1.00 | |
| | | | | | | | | | | | | | | | | 2,890 | | | 3,492 | | 1.00 | |
See notes to the consolidated financial statements
20
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Issuer |
| Investment Type(1) |
| Floor |
| Spread |
| Interest |
| Acquisition |
| Maturity |
| Principal/ |
| Amortized |
| Fair |
| Fair Value |
| ||
Specialized Consumer Services | | | | | | | | | | | | | | | | | | | | | | | |
Camp Facility Services Parent, LLC (d/b/a Camp Construction Services, Inc.)(4) | | Preferred Units | | N/A | | 10.00% | | 10.00% PIK | | 11/16/21 | | N/A | | 15 | | $ | 840 | | $ | 840 | | 0.24 | % |
| | | | | | | | | | | | | | | | | 840 | | | 840 | | 0.24 | |
Specialized Finance | | | | | | | | | | | | | | | | | | | | | | | |
WHF STRS Ohio Senior Loan Fund(4)(5)(14) | | LLC Interests | | N/A | | N/A | | N/A | | 07/19/19 | | N/A | | 15,000 | | | 15,000 | | | 15,607 | | 4.46 | |
| | | | | | | | | | | | | | | | | 15,000 | | | 15,607 | | 4.46 | |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Equity Investments | | | | | | | | | | | | | | | | $ | 36,991 | | $ | 38,159 | | 10.92 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Total Investments | | | | | | | | | | | | | | | | $ | 831,960 | | $ | 819,208 | | 234.24 | % |
(1) | Except as otherwise noted, all investments are non-controlled/non-affiliate investments as defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and provide collateral for the Company’s credit facility. |
(2) | The investments bear interest at a rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), which resets monthly, quarterly or semiannually, the Secured Overnight Financing Rate (“SOFR” or “SF”), the Canadian Dollar Offered Rate (“CDOR” or “C”), Canada Prime Rate (“CP”), or the U.S. Prime Rate (“Prime” or “P”). The one, three and six-month USD LIBOR were 0.10%, 0.21% and 0.34%, respectively, as of December 31, 2021. The SOFR, CDOR, Canadian Prime and Prime were 0.05%, 0.52%, 2.45% and 3.25%, respectively, as of December 31, 2021. |
(3) | The interest rate is the “all-in-rate” including the current index and spread, the fixed rate, and the payment-in-kind (“PIK”) interest rate, as the case may be. |
(4) | The investment or a portion of the investment does not provide collateral for the Company’s credit facility. |
(5) | Not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of total assets. Qualifying assets represented 88.2% of total assets as of the date of the consolidated schedule of investments. |
(6) | Investment is a non-controlled/affiliate investment as defined by the 1940 Act. |
(7) | The investment has an unfunded commitment in addition to any amounts presented in the consolidated schedule of investments as of December 31, 2021. See Note 8. |
(8) | The investment is on non-accrual status. |
(9) | Security is perpetual with no defined maturity date. |
(10) | Except as otherwise noted, all of the Company’s portfolio company investments, which as of the date of the consolidated schedule of investments represented 234.2% of the Company’s net assets or 96.3% of the Company’s total assets, are subject to legal restrictions on sales. |
(11) | The fair value of each investment was determined using significant unobservable inputs. See Note 5. |
(12) | The investment was comprised of two contracts, which were indexed to different base rates, L and P, respectively. The Floor, Spread Above Index and Interest Rate presented represent the weighted average of both contracts. |
(13) | Principal amount is non-USD denominated and is based in Canadian dollars. |
(14) | Investment is a controlled affiliate investment as defined by the 1940 Act. On January 14, 2019, the Company entered into an agreement (as described in Note 4 hereto) with State Teachers Retirement System of Ohio, a public pension fund established under Ohio law (“STRS Ohio”), to create WHF STRS Ohio Senior Loan Fund, LLC (“STRS JV”), a joint venture, which invests primarily in senior secured first and second lien term loans. |
See notes to the consolidated financial statements
21
WhiteHorse Finance, Inc.
Consolidated Schedule of Investments
December 31, 2021
(in thousands)
(15) | In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 2.75% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder. |
(16) | In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.50% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder. |
(17) | In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest in the amount of 3.00% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder. |
(18) | On October 1, 2020, as part of a restructuring agreement between the Company and Arcole Acquisition Corp, the Company’s investments in first lien secured term loans to Arcole Acquisition Corp were converted into common shares of Arcole Holding Corp. |
(19) | At the option of the issuer, interest can be paid in cash or cash and PIK. The issuer may elect to pay up to 2.00% PIK. |
(20) | Investment earns 14.00% that converts to PIK on an annual basis and is recorded in interest and dividend receivable in the consolidated statements of assets and liabilities. |
(21) | A portion of the existing Grupo HIMA San Pablo, Inc. First Lien Secured Term Loan A and First Lien Secured Term Loan B investments were converted into an Amended Term Loan, which is pari passu with the Grupo HIMA San Pablo, Inc. Superpriority Delayed Draw Loan commitment in a liquidation event. |
See notes to the consolidated financial statements
22
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
WhiteHorse Finance, Inc. (“WhiteHorse Finance” and, together with its subsidiaries, the “Company”) is an externally managed, non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, WhiteHorse Finance elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). WhiteHorse Finance’s common stock trades on the Nasdaq Global Select Market under the symbol “WHF.”
The Company’s investment objective is to generate attractive risk-adjusted returns primarily by originating and investing in senior secured loans, including first lien and second lien facilities, to performing lower middle market companies across a broad range of industries that typically carry a floating interest rate based on a risk-free index rate such as LIBOR or SOFR and have a term of three to six years. While the Company focuses principally on originating senior secured loans to lower middle market companies, it may also opportunistically make investments at other levels of a company’s capital structure, including mezzanine loans or equity interests and may receive warrants to purchase common stock in connection with its debt investments.
WhiteHorse Finance’s investment activities are managed by H.I.G. WhiteHorse Advisers, LLC (“WhiteHorse Advisers” or the “Investment Adviser”). H.I.G. WhiteHorse Administration, LLC (“WhiteHorse Administration” or the “Administrator”) provides administrative services necessary for the Company to operate.
Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause WhiteHorse Advisers to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related regulations promulgated by the U.S. Commodity Futures Trading Commission (the “CFTC”). On January 23, 2020, WhiteHorse Advisers claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company (the “Exclusion”) and, therefore, WhiteHorse Advisers is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company. WhiteHorse Advisers has affirmed the Exclusion on February 17, 2022 and intends to continue to affirm the Exclusion on an annual basis.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of WhiteHorse Finance and its wholly owned subsidiaries, WhiteHorse Finance Credit I, LLC (“WhiteHorse Credit”), and its subsidiary WhiteHorse Finance (CA), LLC (“WhiteHorse California”), WHF PMA Holdco Blocker, LLC, WhiteHorse RCKC Holdings, LLC and WhiteHorse Finance Holdings, LLC. The Company meets the definition of an investment company under Accounting Standards Codification (“ASC”) Topic 946, Financial Services - Investment Companies, and therefore applies the accounting and reporting guidance discussed therein to its consolidated financial statements. All significant intercompany balances and transactions have been eliminated.
Additionally, the accompanying consolidated financial statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, the consolidated financial statements reflect all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial results as of and for the periods presented.
Principles of Consolidation: Under the investment company rules and regulations pursuant to ASC Topic 946, WhiteHorse Finance is precluded from consolidating any entity other than another investment company. As provided under ASC Topic 946, WhiteHorse Finance generally consolidates any investment company when it owns 100% of its partners’ or members’ capital or equity units. The Company does not consolidate its investment in STRS JV. See further description in Note 4.
23
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the financial statements. Actual results could differ from those estimates.
Fair Value of Financial Instruments: The Company determines the fair value of its financial instruments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
Investments are measured at fair value as determined in good faith by the Investment Adviser’s investment committee (the “Investment Committee”), generally on a quarterly basis, and such valuations are reviewed by the audit committee of the Company’s board of directors and ultimately approved by the Company’s board of directors, based on, among other factors, consistently applied valuation procedures on each measurement date. Any changes to the valuation methodology are reviewed by management and the Company’s board of directors to confirm that the changes are justified. The Company continues to review and refine its valuation procedures in response to market changes.
The Company engages independent external valuation firms to periodically review material investments. These external reviews are used by the Company’s board of directors to review the Company’s internal valuation of each investment over the year.
Investment Transactions: The Company records investment transactions on a trade date basis. These transactions may settle subsequent to the trade date depending on the transaction type. Certain expenses related to legal and tax consultation, due diligence, rating fees, valuation expenses and independent collateral appraisals may arise when the Company makes certain investments. These expenses are recognized in the consolidated statements of operations as they are incurred.
Foreign currency translation: The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1) | cash and cash equivalents, restricted cash and cash equivalents, fair value of investments, interest receivable, and other assets and liabilities — at the spot exchange rate on the last business day of the period; and |
(2) | purchases and sales of investments, income and expenses — at the exchange rates 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 assets other than investments and liabilities are included with the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the consolidated statements of operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
24
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Revenue Recognition: The Company’s revenue recognition policies are as follows:
Sales: Realized gains or losses on the sales of investments are calculated by using the specific identification method.
Investment Income: Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. The Company may also receive closing, commitment, prepayment, amendment and other fees from portfolio companies in the ordinary course of business.
Dividend income is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Closing fees associated with investments in portfolio companies are deferred and recognized as interest income over the respective terms of the applicable loans. Upon the prepayment of a loan or debt security, any unamortized loan closing fees are recorded as part of interest income. Commitment fees are based upon the undrawn portion committed by the Company and are recorded as interest income on an accrual basis. Prepayment, amendment and other fees are recognized when earned, generally when such fees are receivable, and are included in fee income on the consolidated statements of operations.
The Company may invest in loans that contain a PIK interest rate provision. PIK interest is accrued at the contractual rates and added to loan principal on the reset dates to the extent such amounts are expected to be collected.
Non-accrual loans: Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected. The Company may conclude that non-accrual status is not required if the loan has sufficient collateral value and is in the process of collection. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current.
Cash and Cash Equivalents: Cash and cash equivalents include cash, deposits with financial institutions, and short-term liquid investments in money market funds with original maturities of three months or less.
Restricted Cash and Cash Equivalents: Restricted cash and cash equivalents include amounts that are collected and held by the trustee appointed as custodian of the assets securing the Credit Facility (as defined in Note 6). Restricted cash is held by the trustee for the payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. Restricted cash that represents interest or fee income is transferred to unrestricted cash accounts by the trustee generally once a quarter after the payment of operating expenses and amounts due under the Credit Facility.
Offering Costs: The Company may incur legal, accounting, regulatory, investment banking and other costs in relation to equity offerings. Offering costs are deferred and charged against paid-in capital in excess of par on completion of the related offering.
Deferred Financing Costs: Deferred financing costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. These amounts are amortized and are included in interest expense in the consolidated statements of operations over the estimated life of the borrowings. Deferred financing costs are presented in the consolidated statements of assets and liabilities as a direct reduction from the carrying amount of the related debt liability.
Income Taxes: The Company elected to be treated as a RIC under Subchapter M of the Code. In order to maintain its status as a RIC, among other requirements, the Company is required to distribute dividends for U.S. federal income tax purposes to its stockholders each taxable year generally of an amount at least equal to 90% of the sum of ordinary
25
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, the Company will incur a nondeductible excise tax equal to 4% of the amount by which (1) 98% of ordinary income for the calendar year (taking into account certain deferrals and elections), (2) 98.2% of capital gains in excess of capital losses, adjusted for certain ordinary losses, for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and capital gain income for preceding years that were not distributed during such years and on which the Company incurred no U.S. federal income tax exceed distributions for the year. The Company accrues estimated excise tax on the amount, if any, that estimated taxable income is expected to exceed the level of stockholder distributions described above.
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statement is the largest benefit or expense that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Any tax positions not deemed to satisfy the more likely than not threshold are reversed and recorded as tax benefit or tax expense, as appropriate, in the current year. Management has analyzed the Company’s tax positions, and the Company has concluded that the Company did not have any unrecognized tax benefits or unrecognized tax liabilities related to uncertain tax positions as of March 31, 2022 and December 31, 2021.
Penalties or interest that may be assessed related to any income taxes would be classified as general and administrative expenses on the consolidated statements of operations. The Company had no amounts accrued for interest or penalties as of March 31, 2022 or December 31, 2021. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next twelve months. The Company’s tax returns are subject to examination by federal, state and local taxing authorities. Because many types of transactions are susceptible to varying interpretations under U.S. federal and state income tax laws and regulations, the amounts reported in the accompanying consolidated financial statements may be subject to change at a later date by the respective taxing authorities. Tax returns for each of the federal tax years since 2018 remain subject to examination by the Internal Revenue Service.
As of March 31, 2022 and December 31, 2021, the cost of investments for federal income tax purposes was $800,053 and $835,502 resulting in net unrealized appreciation of $319 and gross unrealized depreciation of $16,293, respectively. This is comprised of gross unrealized appreciation of $14,763 and $10,770, and gross unrealized depreciation of $14,444 and $27,062, on a tax basis, as of March 31, 2022 and December 31, 2021, respectively.
Dividends and Distributions: Dividends and distributions to common stockholders are recorded on the ex-dividend date. Quarterly distribution payments are determined by the Company’s board of directors and are paid from taxable earnings estimated by management and may include a return of capital and/or capital gains. Net realized capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company maintains an “opt out” dividend reinvestment plan (“DRIP”) for common stockholders. As a result, if the Company declares a distribution or other dividend, stockholders’ cash distributions will be automatically reinvested in additional shares of common stock, unless they specifically “opt out” of the DRIP so as to receive cash distributions.
Earnings per Share: The Company calculates earnings per share as earnings available to stockholders divided by the weighted average number of shares outstanding during the period.
Risks and Uncertainties: In the normal course of business, the Company encounters primarily two significant types of economic risks: credit and market. Credit risk is the risk of default on the Company’s investments that result from an issuer’s, borrower’s or derivative counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of investments due to changes in interest rates, spreads or other market factors, including the value of the collateral underlying investments held by the Company. Refer to “COVID-19 Developments” section in Note 8. Management believes that the carrying value of the Company’s investments are fairly stated, taking into consideration these risks along with estimated collateral values, payment histories and other market information.
26
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
Reclassifications: Certain amounts in the consolidated financial statements have been reclassified. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations or cash flows as previously reported.
Recent Accounting Pronouncements: In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting if certain criteria are met. The guidance is effective from March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 on its consolidated financial statements.
NOTE 3 - FORWARD CURRENCY CONTRACTS
The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.
The Company utilizes forward foreign currency exchange contracts to protect itself against fluctuations in exchange rates. The Company may choose to renew contracts quarterly unless otherwise settled by the Company or the counterparty.
The following table provides a breakdown of our forward currency contracts for the three months ended March 31, 2022 and 2021:
| | | | | | |
| | For the three months ended | | For the three months ended | ||
| | March 31, 2022 | | March 31, 2021 | ||
Realized gain (loss) on forward currency contracts | | $ | — | | $ | — |
Unrealized appreciation (depreciation) on forward currency contracts | | | (4) | | | (1) |
Total net realized and unrealized gains (losses) on forward currency contracts | | $ | (4) | | $ | (1) |
The value associated with unrealized loss on open contracts is included in unrealized appreciation or depreciation on forward currency contracts within the consolidated statements of assets and liabilities. Open contracts as of March 31, 2022 were as follows:
| | | | | | | | | | | | | | |
Counterparty |
| Currency to be sold |
| Currency to be purchased |
| Settlement date |
| Unrealized |
| Unrealized | ||||
Morgan Stanley | | C$ | 400 CAD | | $ | 317 USD | | 4/28/22 | | $ | — | | $ | (4) |
Total | | | | | | | | | | $ | — | | $ | (4) |
The following table is a summary of the average USD notional exposure to foreign currency forward contracts for the three months ended March 31, 2022 and 2021:
| | | | | | |
| | Three months ended March 31, | ||||
Average USD notional outstanding |
| | 2022 | | | 2021 |
Forward currency contracts | | $ | 228,630 | | $ | 44,093 |
27
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The foreign currency forward contracts open at the end of the period are generally indicative of the volume of activity during the period. The value associated with unrealized gain or loss on open contracts is included in unrealized appreciation or depreciation on forward currency contracts within the consolidated statements of assets and liabilities.
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation or depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of March 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2022 | |||||||||||||||||||||||||
Counterparty ($ in thousands) |
| Derivative Assets |
| Derivative |
| Derivatives |
| Non-cash |
| Non-cash |
| Cash Collateral |
| Cash Collateral |
| Net Amount of |
| Net Amount of | |||||||||
Morgan Stanley | | $ | — | | $ | 4 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 4 |
Total | | $ | — | | $ | 4 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 4 |
(1) | In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
(2) | Net amount of derivative assets represents the net amount due from the counterparty to the Company in the event of default. |
(3) | Net amount of derivative liabilities represents the net amount due from the Company to the counterparty in the event of default. |
As of December 31, 2021, the Company did not have any outstanding derivative instruments.
NOTE 4 - INVESTMENTS
Investments consisted of the following:
| | | | | | | | | | | | |
| | As of March 31, 2022 | | As of December 31, 2021 | ||||||||
|
| Amortized Cost |
| Fair Value |
| Amortized Cost |
| Fair Value | ||||
First lien secured loans | | $ | 646,969 | | $ | 648,770 | | $ | 709,318 | | $ | 697,232 |
Second lien secured loans | |
| 24,483 | |
| 23,780 | |
| 25,484 | |
| 23,650 |
Subordinated unsecured loans | | | 167 | |
| 167 | | | 167 | |
| 167 |
Subordinated Note to STRS JV | |
| 80,000 | |
| 80,000 | |
| 60,000 | |
| 60,000 |
Equity (excluding STRS JV) | |
| 26,632 | |
| 26,878 | |
| 21,991 | |
| 22,552 |
Equity in STRS JV | |
| 20,000 | |
| 20,776 | |
| 15,000 | |
| 15,607 |
Total | | $ | 798,251 | | $ | 800,371 | | $ | 831,960 | | $ | 819,208 |
28
WhiteHorse Finance, Inc.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2022
(in thousands, except share and per share data)
The following table shows the portfolio composition by industry grouping at fair value:
| | | | | | | | | | | |
Industry ($ in thousands) | | As of March 31, 2022 | | As of December 31, 2021 | | ||||||
Advertising |
| $ | 208 |
| 0.0 | % | $ | 9,738 |
| 1.3 | % |
Air Freight & Logistics | | | 17,082 | | 2.4 | | | 21,379 | | 2.9 | |
Application Software | |