UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-Q

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended June 30, 2007

 

OR

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period                   to

Commission File No. 000-50697

ARES CAPITAL CORPORATION

(Exact name of Registrant as specified in its charter)

Maryland

 

33-1089684

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

280 Park Avenue, 22 nd  Floor, Building East, New York, NY 10017

(Address of principal executive office)   (Zip Code)

(212) 750-7300

(Registrant’s telephone number, including area code)


N/A

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes    x      No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

 

Accelerated filer x

 

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

 

Outstanding at August 9, 2007

Common stock, $0.001 par value

 

69,757,588

 




ARES CAPITAL CORPORATION

INDEX

Part I.

 

Financial Information

 

 

 

 

 

 

 

Item 1.

 

Financial Statements.

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets as of June 30, 2007 (unaudited) and December 31, 2006

 

 

 

 

 

 

 

 

 

Consolidated Statement of Operations for the three and six months ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Schedules of Investments as of June 30, 2007 (unaudited) and December 31, 2006

 

 

 

 

 

 

 

 

 

Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Statement of Cash Flows for the six months ended June 30, 2007 (unaudited) and June 30, 2006 (unaudited)

 

 

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

 

 

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk.

 

 

 

 

 

 

 

Item 4.

 

Controls and Procedures.

 

 

 

 

 

 

 

Part II.

 

Other Information

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings.

 

 

 

 

 

 

 

Item 1A.

 

Risk Factors.

 

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds.

 

 

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities.

 

 

 

 

 

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders.

 

 

 

 

 

 

 

Item 5.

 

Other Information.

 

 

 

 

 

 

 

Item 6.

 

Exhibits.

 

 

 

2




ARES CAPITAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

 

 

As of

 

 

 

June 30, 2007

 

December 31, 2006

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Investments at fair value (amortized cost of $1,605,205,297 and $1,245,758,040, respectively)

 

 

 

 

 

Non-control/non-affiliate investments

 

$

1,231,614,106

 

$

991,529,464

 

Non-control affiliated company investments

 

377,418,736

 

244,292,372

 

Control affiliated company investments

 

6,980,400

 

 

Total investments at fair value

 

1,616,013,242

 

1,235,821,836

 

Cash and cash equivalents

 

61,543,795

 

91,538,878

 

Receivable for open trades

 

1,023,688

 

1,026,053

 

Interest receivable

 

17,966,360

 

10,121,104

 

Other assets

 

7,943,269

 

9,483,083

 

 

 

 

 

 

 

Total assets

 

$

1,704,490,354

 

$

1,347,990,954

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Debt

 

$

552,000,000

 

$

482,000,000

 

Payable for open trades

 

30,000,000

 

60,000,000

 

Accounts payable and accrued expenses

 

2,218,476

 

2,027,948

 

Management and incentive fees payable

 

12,042,680

 

12,485,016

 

Interest and facility fees payable

 

3,089,043

 

2,044,586

 

Total liabilities

 

599,350,199

 

558,557,550

 

 

 

 

 

 

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $.001 per share, 100,000,000 common shares authorized, 69,757,588 and 52,036,527 common shares issued and outstanding, respectively

 

69,757

 

52,037

 

Capital in excess of par value

 

1,094,284,316

 

785,192,573

 

Accumulated undistributed net investment income

 

415,395

 

7,038,469

 

Accumulated net realized gains (losses) on sale of investments

 

(437,258

)

7,086,529

 

Net unrealized appreciation (depreciation) on investments

 

10,807,945

 

(9,936,204

)

Total stockholders’ equity

 

1,105,140,155

 

789,433,404

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,704,490,354

 

$

1,347,990,954

 

 

 

 

 

 

 

NET ASSETS PER SHARE

 

$

15.84

 

$

15.17

 

 

3




ARES CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

 

For the three

 

For the three

 

For the six

 

For the six

 

 

 

months ended

 

months ended

 

months ended

 

months ended

 

 

 

June 30, 2007

 

June 30, 2006

 

June 30, 2007

 

June 30, 2006

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

INVESTMENT INCOME:

 

 

 

 

 

 

 

 

 

From non-control/non-affiliate investments:

 

 

 

 

 

 

 

 

 

Interest from investments

 

$

34,250,691

 

$

20,737,226

 

$

64,145,489

 

$

35,788,359

 

Capital structuring service fees

 

1,982,411

 

4,670,493

 

6,266,957

 

6,416,698

 

Interest from cash & cash equivalents

 

671,122

 

199,948

 

1,491,956

 

431,177

 

Dividend income

 

375,000

 

1,170,000

 

750,000

 

1,170,000

 

Other income

 

388,589

 

244,466

 

506,681

 

287,009

 

Total investment income from non-control/non-affiliate investments

 

37,667,813

 

27,022,133

 

73,161,083

 

44,093,243

 

 

 

 

 

 

 

 

 

 

 

From non-control affiliated company investments:

 

 

 

 

 

 

 

 

 

Interest from investments

 

5,469,490

 

2,760,198

 

9,416,130

 

5,237,130

 

Capital structuring service fees

 

3,224,500

 

600,000

 

3,262,000

 

1,183,810

 

Dividend income

 

502,705

 

 

502,705

 

 

Other income

 

314,010

 

107,420

 

551,623

 

166,873

 

Total investment income from non-control affiliated company investments

 

9,510,705

 

3,467,618

 

13,732,458

 

6,587,812

 

 

 

 

 

 

 

 

 

 

 

From control affiliated company investments:

 

 

 

 

 

 

 

 

 

Interest from investments

 

55,400

 

 

55,400

 

 

Capital structuring service fees

 

165,000

 

 

165,000

 

 

Total investment income from control affiliated company investments

 

220,400

 

 

220,400

 

 

 

 

 

 

 

 

 

 

 

 

Total investment income

 

47,398,918

 

30,489,751

 

87,113,941

 

50,681,056

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Interest and credit facility fees

 

7,564,573

 

4,773,743

 

16,113,887

 

6,503,364

 

Base management fees

 

5,814,174

 

3,107,197

 

10,903,671

 

5,650,856

 

Incentive management fees

 

6,228,506

 

6,940,399

 

10,983,170

 

9,863,283

 

Professional fees

 

1,523,592

 

676,637

 

2,489,406

 

1,148,088

 

Insurance

 

266,039

 

198,431

 

530,856

 

386,532

 

Administrative

 

235,000

 

188,488

 

445,357

 

366,025

 

Depreciation

 

102,301

 

49,302

 

203,478

 

49,302

 

Directors fees

 

63,250

 

73,919

 

128,000

 

137,169

 

Interest to the Investment Adviser

 

 

 

 

25,879

 

Other

 

653,457

 

217,105

 

1,413,598

 

385,612

 

Total expenses

 

22,450,892

 

16,225,221

 

43,211,423

 

24,516,110

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME BEFORE INCOME TAXES

 

24,948,026

 

14,264,530

 

43,902,518

 

26,164,946

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit), including excise tax

 

(43,447

)

4,971,635

 

(33,281

)

5,180,515

 

 

 

 

 

 

 

 

 

 

 

NET INVESTMENT INCOME

 

24,991,473

 

9,292,895

 

43,935,799

 

20,984,431

 

 

 

 

 

 

 

 

 

 

 

REALIZED AND UNREALIZED NET GAINS ON INVESTMENTS:

 

 

 

 

 

 

 

 

 

Net realized gains (losses):

 

 

 

 

 

 

 

 

 

Net realized gains (losses) from non-control/non-affiliate investments

 

(8,113,543

)

23,879,988

 

(7,844,257

)

24,443,591

 

Net realized gains (losses) from non-control affiliated company investments

 

230,470

 

 

320,470

 

47,283

 

Net realized gains (losses) from investments

 

(7,883,073

)

23,879,988

 

(7,523,787

)

24,490,874

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gains (losses):

 

 

 

 

 

 

 

 

 

Net unrealized gains (losses) from non-control/non-affiliate investments

 

14,376,312

 

(16,480,203

)

12,283,900

 

(12,494,673

)

Net unrealized gains (losses) from non-control affiliated company investments

 

2,082,621

 

 

8,460,249

 

(2,444,918

)

Net unrealized gains (losses) from investments

 

16,458,933

 

(16,480,203

)

20,744,149

 

(14,939,591

)

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses) from investments

 

8,575,860

 

7,399,785

 

13,220,362

 

9,551,283

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS

 

$

33,567,333

 

$

16,692,680

 

$

57,156,161

 

$

30,535,714

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED EARNINGS PER COMMON SHARE (see Note 4)

 

$

0.49

 

$

0.44

 

$

0.93

 

$

0.80

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING (see Note 4)

 

68,806,785

 

38,089,889

 

61,375,116

 

38,039,574

 

 

4




ARES CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of June 30, 2007

 

 

 

 

 

 

 

 

Initial

 

 

 

 

 

 

 

Percentage

 

Company {1}

 

Industry

 

Investment

 

Interest {21}

 

Acquisition
Date

 

Amortized
Cost

 

Fair Value

 

Fair Value
Per Unit

 

of Net
Assets

 

Healthcare - Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Renal Associates, Inc.

 

Dialysis provider

 

Senior secured loan ($2,688,524 par due 12/2010)

 

8.61% (Libor+ 3.25%/Q)

 

12/14/05

 

$

2,688,524

 

$

2,688,524

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($16,393 par due 12/2010)

 

10.00% (Base Rate + 1.75%/D)

 

12/14/05

 

16,393

 

16,393

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($5,788,525 par due 12/2011)

 

8.61% (Libor + 3.25%/Q)

 

12/14/05

 

5,788,525

 

5,788,525

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($39,344 par due 12/2011)

 

10.00% (Base Rate + 1.75%/D)

 

12/14/05

 

39,344

 

39,344

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($393,741 par due 12/2011)

 

8.61% (Libor + 3.25%/Q)

 

12/14/05

 

393,741

 

393,741

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($261,997 par due 12/2011)

 

8.61% (Libor + 3.25%/Q)

 

12/14/05

 

261,997

 

261,997

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($3,937,406 par due 12/2011)

 

8.60% (Libor + 3.25% /Q)

 

12/14/05

 

3,937,406

 

3,937,406

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($2,619,971 par due 12/2011)

 

8.60% (Libor + 3.25% /Q)

 

12/14/05

 

2,619,971

 

2,619,971

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capella Healthcare, Inc.

 

Acute care hospital operator

 

Junior secured loan ($19,000,000 par due 11/2013)

 

10.86% (Libor + 5.50%/Q)

 

12/1/05

 

19,000,000

 

19,000,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($30,000,000 par due 11/2013)

 

10.86% (Libor + 5.50%/Q)

 

12/1/05

 

30,000,000

 

30,000,000

 

$

1.00

{2}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings,
LLC {15}

 

Healthcare information management services

 

Senior secured revolving loan ($2,430,000 par due 3/2012)

 

12.25% (Base Rate + 4.00%/D)

 

6/15/07

 

2,430,000

 

2,430,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($61,000,000 par due 3/2012)

 

12.25% (Base Rate + 4.00%/D)

 

6/15/07

 

61,000,000

 

61,000,000

 

$

1.00

 

 

 

 

 

 

 

Preferred Stock (6,000 shares)

 

 

 

6/15/07

 

6,000,000

 

6,000,000

 

$

1,000.00

{5}

 

 

 

 

 

 

Common Stock (9,679 shares)

 

 

 

6/15/07

 

4,000,000

 

4,000,000

 

$

413.27

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DSI Renal, Inc.

 

Dialysis provider

 

Senior subordinated note ($55,196,910 par due 4/2014)

 

12.00% Cash, 2.00% PIK

 

4/4/06

 

55,196,911

 

55,196,910

 

$

1.00

{4}

 

 

 

 

 

 

Senior subordinated note ($11,460,271 par due 4/2014)

 

12.00% Cash, 2.00% PIK

 

4/4/06

 

11,460,272

 

11,460,271

 

$

1.00

{4} {3}

 

 

 

 

 

 

Senior secured revolving loan ($3,200,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

3,200,000

 

3,200,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($960,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

960,000

 

960,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($2,400,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

2,400,000

 

2,400,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($1,600,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

1,600,000

 

1,600,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($1,440,000 par due 3/2013)

 

10.75% (Base Rate + 2.50%/D)

 

4/4/06

 

1,440,000

 

1,440,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MPBP Holdings, Inc., Cohr Holdings, Inc. and MPBP Acquisition Co., Inc.

 

Healthcare equipment services

 

Junior secured loan ($20,000,000 par due 1/2014)

 

11.61% (Libor + 6.25%/Q)

 

1/31/07

 

20,000,000

 

20,000,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 1/2014)

 

11.61% (Libor + 6.25%/Q)

 

1/31/07

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

Common stock (50,000 shares)

 

 

 

1/31/07

 

5,000,000

 

5,000,000

 

$

100.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MWD Acquisition Sub, Inc.

 

Dental services

 

Senior secured loan ($4,987,500 par due 5/2013)

 

8.61% (Libor + 3.25%/B)

 

5/3/07

 

4,987,500

 

4,987,500

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($5,000,000 par due 5/2012)

 

11.61% (Libor + 6.25%/B)

 

5/3/07

 

5,000,000

 

5,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OnCURE Medical Corp.

 

Radiation oncology care provider

 

Senior subordinated note ($25,857,583 par due 8/2013)

 

11.00% Cash, 1.50% PIK

 

8/18/06

 

25,857,583

 

25,857,583

 

$

1.00

{4}

 

 

 

 

 

 

Senior secured loan ($696,690 par due 8/2008)

 

8.82% (Libor + 3.50%/Q)

 

8/23/06

 

696,690

 

696,690

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($720,000 par due 8/2008)

 

10.25% (Base Rate + 2.00%D)

 

8/23/06

 

720,000

 

720,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($3,259,375 par due 8/2011)

 

8.82% (Libor + 3.50%/S)

 

8/23/06

 

3,259,375

 

3,259,375

 

$

1.00

 

 

 

 

 

 

 

Common stock (857,143 shares)

 

 

 

8/18/06

 

3,000,000

 

3,000,000

 

$

3.50

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Parker Group, Inc. {23}

 

Diversified healthcare services

 

Senior secured loan ($16,222,500 par due 3/2012)

 

12.32% (Libor + 7.00%/M)

 

3/1/07

 

15,750,000

 

15,750,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($12,360,000 par due 3/2012)

 

12.32% (Libor + 7.00%/M)

 

3/1/07

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Triad Laboratory Alliance, LLC

 

Laboratory services

 

Senior subordinated note ($14,959,352 par due 12/2012)

 

12.00% cash, 1.75% PIK

 

12/21/05

 

14,959,352

 

14,959,352

 

$

1.00

{4}

 

 

 

 

 

 

Senior secured loan ($6,895,000 par due 12/2011)

 

8.61% (Libor + 3.25%/Q)

 

12/21/05

 

6,895,000

 

6,895,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($2,955,000 par due 12/2011)

 

8.61% (Libor + 3.25%/Q)

 

12/21/05

 

2,955,000

 

2,955,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

347,513,585

 

347,513,583

 

 

 

31.70

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Printing, Publishing and Media

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canon Communications LLC

 

Print publications services

 

Junior secured loan ($7,525,000 par due 11/2011)

 

12.07% (Libor + 6.75%/M)

 

5/25/05

 

7,525,000

 

7,525,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($4,250,000 par due 11/2011)

 

12.07% (Libor + 6.75%/M)

 

5/25/05

 

4,250,000

 

4,250,000

 

$

1.00

{2}

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 11/2011)

 

12.07% (Libor + 6.75%/M)

 

5/25/05

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Courtside Acquisition Corp.

 

Community newspaper publisher

 

Senior subordinated loan ($30,000,000 par due 6/2014)

 

15.00% PIK

 

6/29/07

 

30,000,000

 

30,000,000

 

$

1.00

{4}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily Candy, Inc. {11}

 

Internet publication provider

 

Senior secured loan ($10,355,330 par due 5/2009)

 

10.38% (Libor + 5.00%/S)

 

5/25/06

 

10,917,986

 

10,355,330

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($11,695,431 par due 5/2009)

 

10.38% (Libor + 5.00%/S)

 

5/25/06

 

12,330,901

 

11,695,431

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($152,267 par due 5/2009)

 

10.38% (Libor + 5.00%/S)

 

5/25/06

 

160,540

 

152,267

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($171,972 par due 5/2009)

 

10.38% (Libor + 5.00%/S)

 

5/25/06

 

181,316

 

171,972

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($58,701 par due 5/2009)

 

10.36% (Libor + 5.00%/Q)

 

5/25/06

 

61,891

 

58,701

 

$

1.00

 

 

 

 

 

 

 

 

Senior secured loan ($66,299 par due 5/2009)

 

10.36% (Libor + 5.00%/Q)

 

5/25/06

 

69,901

 

66,299

 

$

1.00

{3}

 

 

 

 

 

 

 

Common stock (1,250,000 shares)

 

 

 

5/25/06

 

2,375,000

 

4,085,000

 

$

3.27

{5}

 

 

 

 

 

 

 

Warrants to purchase 1,381,578 shares

 

 

 

5/25/06

 

2,624,998

 

4,514,997

 

$

3.27

{5}

 

 

 

 

5




 

National Print Group, Inc.

 

Printing management services

 

Senior secured revolving loan ($905,238 par due 3/2012)

 

10.75% (Base Rate + 2.50%/D)

 

3/2/06

 

905,238

 

905,238

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($684,783 par due 3/2012)

 

8.82% (Libor + 3.50%/M)

 

3/2/06

 

684,783

 

684,783

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($5,147,283 par due 3/2012)

 

8.86% (Libor + 3.50%/Q)

 

3/2/06

 

5,147,283

 

5,147,283

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($239,674 par due 3/2012)

 

10.75% (Base Rate + 2.50%/D)

 

3/2/06

 

239,674

 

239,674

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($5,295,652 par due 3/2012)

 

8.86% (Libor + 3.50%/Q)

 

3/2/06

 

5,295,652

 

5,295,652

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($2,319,368 par due 8/2012)

 

12.34% (Libor + 7.00%/B)

 

3/2/06

 

2,319,368

 

2,319,368

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($419,763 par due 8/2012)

 

12.34% (Libor + 7.00%/B)

 

3/2/06

 

419,763

 

419,763

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($1,932,806 par due 8/2012)

 

12.36% (Libor + 7.00%/Q)

 

3/2/06

 

1,932,806

 

1,932,806

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($349,802 par due 8/2012)

 

12.36% (Libor + 7.00%/Q)

 

3/2/06

 

349,802

 

349,802

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (9,344 shares)

 

 

 

3/2/06

 

2,000,000

 

2,000,000

 

$

214.04

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Teaching Company, LLC and The Teaching Company Holdings,
Inc. {22}

 

Education publications provider

 

Senior secured loan ($40,000,000 par due 9/2012)

 

10.50%

 

9/29/06

 

40,000,000

 

40,000,000

 

$

1.00

 

 

 

 

 

 

 

Preferred stock (29,969 shares)

 

 

 

9/29/06

 

2,996,921

 

2,996,921

 

$

100.00

{5}

 

 

 

 

 

 

Common stock (15,393 shares)

 

 

 

9/29/06

 

3,079

 

3,079

 

$

0.20

{5}

 

 

 

 

 

 

 

 

 

 

 

 

144,791,902

 

147,169,366

 

 

 

13.42

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELC Acquisition Corporation

 

Developer, manufacturer and retailer of educational products

 

Senior secured loan ($2,728,379 par due 11/2012)

 

9.13% (Libor + 3.75%/S)

 

11/30/06

 

2,728,379

 

2,728,379

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($8,333,333 par due 11/2013)

 

12.36% (Libor + 7.00%/S)

 

11/30/06

 

8,333,333

 

8,333,333

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($357,335 par due 11/2012)

 

9.13% (Libor + 3.75%/Q)

 

11/30/06

 

357,335

 

357,335

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinox EIC Partners LLC and MUA Management Company,
LTD. {18} {19}

 

Medical school operator

 

Senior secured revolving loan ($4,000,000 par due 12/2012)

 

11.36% (Libor + 6.00%/Q)

 

4/3/07

 

4,000,000

 

4,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($4,738,503 par due 12/2012)

 

13.25% (Base Rate + 5.00%/D)

 

4/3/07

 

4,738,503

 

4,738,503

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($7,500,000 par due 12/2012)

 

11.36% (Libor + 6.00%/Q)

 

4/3/07

 

7,500,000

 

7,500,000

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($2,500,000 par due 12/2012)

 

11.36% (Libor + 6.00%/Q)

 

4/3/07

 

2,500,000

 

2,500,000

 

$

1.00

 

 

 

 

 

 

 

Preferred membership interest (22,222 shares)

 

 

 

4/3/07

 

4,444,400

 

4,444,400

 

$

200.00

{5}

 

 

 

 

 

 

Common membership interest (15,556 shares)

 

 

 

4/3/07

 

1,555,600

 

1,555,600

 

$

100.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinox SMU Partners LLC and SMU Acquisition Corp. {9} {19}

 

Medical school operator

 

Senior secured revolving loan ($3,482,342 par due 12/2010)

 

13.25% (Base Rate + 5.00%/D)

 

1/26/06

 

3,482,342

 

3,482,342

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($2,000,000 par due 12/2010)

 

11.33% (Libor + 6.00%/S)

 

1/26/06

 

2,000,000

 

2,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($8,475,000 par due 12/2010)

 

11.36% (Libor + 6.00%/Q)

 

1/26/06

 

8,475,000

 

8,475,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($500,000 par due 12/2010)

 

11.36% (Libor + 6.00%/Q)

 

1/26/06

 

500,000

 

500,000

 

$

1.00

 

 

 

 

 

 

 

Common stock (15,251 shares)

 

 

 

1/25/06

 

4,000,000

 

4,000,000

 

262.28

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Instituto de Banca y Comercio,
Inc. {19}

 

Private school operator

 

Senior secured revolving loan ($1,125,000 par due 3/2014)

 

8.32% (Libor + 3.00%/M)

 

3/15/07

 

1,125,000

 

1,125,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($2,625,000 par due 3/2014)

 

8.32% (Libor + 3.00%/M)

 

3/15/07

 

2,625,000

 

2,625,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($750,000 par due 3/2014)

 

8.34% (Libor + 3.00%/B)

 

3/15/07

 

750,000

 

750,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($37,000,000 par due 3/2014)

 

10.34% (Libor + 5.00%/M)

 

3/15/07

 

37,000,000

 

37,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($12,000,000 par due 3/2014)

 

10.34% (Libor + 5.00%/M)

 

3/15/07

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lakeland Finance, LLC

 

Private school operator

 

Senior secured note ($18,000,000 par due 12/2012)

 

11.50%

 

12/13/05

 

18,000,000

 

18,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured note ($15,000,000 par due 12/2012)

 

11.50%

 

12/13/05

 

15,000,000

 

15,000,000

 

$

1.00

{2}

 

 

 

 

 

 

 

 

 

 

 

 

141,114,892

 

141,114,893

 

 

 

12.87

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Abingdon Investments Limited {13} {19} {20}

 

Investment company

 

Ordinary shares (948,500 shares)

 

 

 

12/15/06

 

9,032,978

 

9,143,540

 

$

9.64

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Firstlight Financial Corporation {14} {20}

 

Investment company

 

Senior subordinated loan ($61,773,712 par due 12/2016)

 

10.00% PIK

 

12/31/06

 

61,773,712

 

61,773,712

 

$

1.00

{4}

 

 

 

 

 

 

Common stock (10,000 shares)

 

 

 

12/31/06

 

10,000,000

 

10,000,000

 

$

1,000.00

{5}

 

 

 

 

 

 

Common stock (30,000 shares)

 

 

 

12/31/06

 

30,000,000

 

30,000,000

 

$

1,000.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imperial Capital Group, LLC {20}

 

Investment banking services

 

Membership units (7,710 shares)

 

 

 

5/10/07

 

14,997,159

 

14,997,159

 

$

1,945.16

{5}

 

 

 

 

 

 

Membership units (2,526 shares)

 

 

 

5/10/07

 

2,526

 

2,526

 

$

1.00

{5}

 

 

 

 

 

 

Membership units (315 units)

 

 

 

5/10/07

 

315

 

315

 

$

1.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partnership Capital Growth Fund I, L.P. {20}

 

Investment partnership

 

Limited partnership interest (25% interest)

 

 

 

6/16/06

 

1,232,810

 

1,232,810

 

 

{5}

 

 

 

 

 

 

 

 

 

 

 

 

127,039,499

 

127,150,061

 

 

 

11.60

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Apogee Retail, LLC

 

For-profit thrift retailer

 

Senior secured loan ($19,445,769 par due 3/2012)

 

10.58% (Libor + 5.25%/S)

 

3/27/07

 

19,445,769

 

19,445,769

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($19,950,000 par due 3/2012)

 

10.58% (Libor + 5.25%/S)

 

3/27/07

 

19,950,000

 

19,950,000

 

$

1.00

{2}

 

 

 

 

 

 

Senior secured loan ($11,970,000 par due 3/2012)

 

10.58% (Libor + 5.25%/S)

 

3/27/07

 

11,970,000

 

11,970,000

 

$

1.00

{3}

 

 

 

6




 

Savers, Inc. and SAI Acquisition Corporation

 

For-profit thrift retailer

 

Senior subordinated note ($28,556,391 par due 8/2014)

 

10.00% cash, 2.00% PIK

 

8/8/06

 

28,556,391

 

28,556,391

 

$

1.00

{2} {4}

 

 

 

 

 

 

Common stock (1,170,182 shares)

 

 

 

8/8/06

 

4,500,000

 

4,500,000

 

$

3.85

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Things Remembered, Inc. and TRM Holdings Corporation

 

Personalized gifts retailer

 

Senior secured loan ($2,388,000 par due 9/2012)

 

10.11% (Libor + 4.75%/M)

 

9/28/06

 

2,388,000

 

2,388,000

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($2,388,000 par due 9/2012)

 

10.07% (Libor + 4.75%/M)

 

9/28/06

 

2,388,000

 

2,388,000

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($2,795,792 par due 9/2012)

 

11.36% (Libor + 6.00%/Q)

 

9/28/06

 

2,795,792

 

2,795,792

 

$

1.00

{2}

 

 

 

 

 

 

Senior secured loan ($2,795,792 par due 9/2012)

 

11.36% (Libor + 6.00%/Q)

 

9/28/06

 

2,795,792

 

2,795,792

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($1,437,836 par due 9/2012)

 

11.36% (Libor + 6.00%/Q)

 

9/28/06

 

1,437,836

 

1,437,836

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($11,204,208 par due 9/2012)

 

11.32% (Libor + 6.00%/M)

 

9/28/06

 

11,204,208

 

11,204,208

 

$

1.00

{2}

 

 

 

 

 

 

Senior secured loan ($11,204,208 par due 9/2012)

 

11.32% (Libor + 6.00%/M)

 

9/28/06

 

11,204,208

 

11,204,208

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($5,762,164 par due 9/2012)

 

11.32% (Libor + 6.00%/M)

 

9/28/06

 

5,762,164

 

5,762,164

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (80 shares)

 

 

 

9/28/06

 

1,800,000

 

1,800,000

 

$

22,500.00

{5}

 

 

 

 

 

 

Common stock (800 shares)

 

 

 

9/28/06

 

200,000

 

200,000

 

$

250.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

126,398,160

 

126,398,160

 

 

 

11.53

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services - Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Residential Services, LLC

 

Plumbing, heating and air-conditioning services

 

Junior secured loan ($10,041,666 par due 4/2015)

 

10.00% Cash, 2.00% PIK

 

4/17/07

 

10,041,666

 

10,041,666

 

$

1.00

{4}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diversified Collection Services, Inc.

 

Collections services

 

Senior secured loan ($5,126,932 par due 2/2011)

 

10.32% (Libor + 5.00%/M)

 

2/2/05

 

5,126,932

 

4,460,431

 

$

0.87

{3}

 

 

 

 

 

 

Senior secured loan ($1,742,026 par due 8/2011)

 

13.25% (Base rate + 5.00%/D)

 

2/2/05

 

1,742,026

 

1,358,781

 

$

0.78

{2}

 

 

 

 

 

 

Senior secured loan ($6,757,974 par due 8/2011)

 

13.25% (Base rate + 5.00%/D)

 

2/2/05

 

6,757,974

 

5,271,219

 

$

0.78

{3}

 

 

 

 

 

 

Preferred stock (14,927 shares)

 

 

 

5/18/06

 

169,123

 

 

$

{5}

 

 

 

 

 

 

Common stock (114,004 shares)

 

 

 

2/2/05

 

295,270

 

 

$

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GCA Services Group, Inc.

 

Custodial services

 

Senior secured loan ($8,000,000 par due 12/2011)

 

12.00%

 

12/15/06

 

8,000,000

 

8,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($30,000,000 par due 12/2011)

 

12.00%

 

12/15/06

 

30,000,000

 

30,000,000

 

$

1.00

{2}

 

 

 

 

 

 

Senior secured loan ($12,000,000 par due 12/2011)

 

12.00%

 

12/15/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Growing Family, Inc. and GFH Holdings, LLC

 

Photography services

 

Senior secured revolving loan ($900,000 par due 8/2011)

 

9.75% (Base Rate + 1.50%/D)

 

3/16/07

 

900,000

 

900,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($319,764 par due 8/2011)

 

8.86% (Libor + 3.50%/Q)

 

3/16/07

 

319,764

 

319,764

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($8,405,236 par due 8/2011)

 

8.86% (Libor + 3.50%/Q)

 

3/16/07

 

8,405,236

 

8,405,236

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($47,186 par due 8/2011)

 

8.86% (Libor + 3.50%/Q)

 

3/16/07

 

47,186

 

47,186

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($1,240,314 par due 8/2011)

 

8.86% (Libor + 3.50%/Q)

 

3/16/07

 

1,240,314

 

1,240,314

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($70,550 par due 8/2011)

 

8.85% (Libor + 3.50%/Q)

 

3/16/07

 

70,550

 

70,550

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($1,854,450 par due 8/2011)

 

8.85% (Libor + 3.50%/Q)

 

3/16/07

 

1,854,450

 

1,854,450

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($3,575,000 par due 8/2011)

 

11.36% (Libor + 6.00%/Q)

 

3/16/07

 

3,575,000

 

3,575,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($16,000 par due 8/2011)

 

9.75% (Base Rate + 1.50%/D)

 

3/16/07

 

16,000

 

16,000

 

$

1.00

 

 

 

 

 

 

 

Common stock (552,430 shares)

 

 

 

3/16/07

 

872,286

 

872,286

 

$

1.58

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NPA Acquisition, LLC

 

Powersport vehicle auction operator

 

Senior secured loan ($4,466,667 par due 8/2012)

 

8.57% (Libor + 3.25%/M)

 

8/28/06

 

4,466,667

 

4,466,667

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($50,000 par due 8/2012)

 

10.25% (Base Rate + 2.00%/D)

 

8/28/06

 

50,000

 

50,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($2,000,000 par due 2/2013)

 

12.08% (Libor + 6.75%/S)

 

8/23/06

 

2,000,000

 

2,000,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 2/2013)

 

12.08% (Libor + 6.75%/S)

 

8/23/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

Common units (1,709 units)

 

 

 

8/23/06

 

1,000,000

 

1,000,000

 

$

585.14

{5}

 

 

 

 

 

 

 

 

 

 

 

 

110,950,444

 

107,949,549

 

 

 

9.85

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Products - Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Badanco Enterprises, Inc.

 

Luggage manufacturer

 

Senior secured loan ($312,500 par due 1/2012)

 

11.50% (Base Rate + 3.25%/D)

 

1/24/07

 

312,500

 

312,500

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($5,937,500 par due 1/2012)

 

9.86% (Libor + 4.50%/Q)

 

1/24/07

 

5,937,500

 

5,937,500

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($5,312,500 par due 1/2012)

 

9.86% (Libor + 4.50%/Q)

 

1/24/07

 

5,312,500

 

5,312,500

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Innovative Brands, LLC

 

Consumer products and personal care manufacturer

 

Senior secured loan ($12,935,000 par due 9/2011)

 

11.13%

 

10/12/06

 

12,935,000

 

12,935,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($11,940,000 par due 9/2011)

 

11.13%

 

10/12/06

 

11,940,000

 

11,940,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Making Memories Wholesale, Inc. {7}

 

Scrapbooking branded products manufacturer

 

Senior secured loan ($7,441,667 par due 3/2011)

 

9.88% (Libor + 4.50%/Q)

 

5/5/05

 

7,441,667

 

7,441,667

 

$

1.00

{3}

 

 

 

 

 

 

Senior subordinated loan ($10,320,959 par due 5/2012)

 

12.50% cash, 2.00% PIK

 

5/5/05

 

10,320,959

 

10,320,959

 

$

1.00

{2} {4}

 

 

 

 

 

 

Preferred stock (3,759 shares)

 

 

 

5/5/05

 

3,758,800

 

1,320,000

 

$

351.16

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shoes for Crews, LLC

 

Safety footwear and slip-related mats

 

Senior secured loan ($1,120,241 par due 7/2010)

 

8.63% (Libor + 3.25%/S)

 

10/8/04

 

1,120,241

 

1,120,241

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($74,683 par due 7/2010)

 

8.57% (Libor + 3.25%/S)

 

10/8/04

 

74,683

 

74,683

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($61,104 par due 7/2010)

 

10.25% (Base Rate + 2.00%/D)

 

10/8/04

 

61,104

 

61,104

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured revolving loan ($3,333,333 par due 7/2010)

 

10.25% (Base Rate + 2.00%/D)

 

6/16/06

 

3,333,333

 

3,333,333

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Thymes, LLC {17}

 

Cosmetic products manufacturer

 

Preferred stock (6,925 shares)

 

8.00% PIK

 

6/21/07

 

6,980,400

 

6,980,400

 

$

1,008.00

{4}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wear Me Apparel, LLC

 

Clothing manufacturer

 

Senior subordinated notes ($22,556,875 par due 4/2013)

 

12.60% cash, 1.00% PIK

 

4/2/07

 

22,556,875

 

22,556,875

 

$

1.00

{2} {4}

 

 

 

 

 

 

Common stock (10,000 shares)

 

 

 

4/2/07

 

10,000,000

 

10,000,000

 

1,000.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

102,085,562

 

99,646,762

 

 

 

9.09

%

 

7




 

Restaurants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADF Capital, Inc. & ADF Restaurant Group, LLC

 

Restaurant owner and operator

 

Senior secured revolving loan ($1,000,000 par due 11/2013)

 

10.25% (Base Rate + 2.00%/D)

 

11/27/06

 

1,000,000

 

1,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($1,236,726 par due 11/2013)

 

8.37% (Libor + 3.00%/S)

 

11/27/06

 

1,236,726

 

1,236,726

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($19,705,339 par due 11/2012)

 

12.87% (Libor + 7.50%/S)

 

11/27/06

 

19,705,339

 

19,705,339

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($995,000 par due 11/2012)

 

12.87% (Libor + 7.50%/S)

 

11/27/06

 

995,000

 

995,000

 

$

1.00

{2}

 

 

 

 

 

 

Senior secured loan ($14,124,661 par due 11/2012)

 

12.87% (Libor + 7.50%/S)

 

11/27/06

 

14,124,661

 

14,124,661

 

$

1.00

{3}

 

 

 

 

 

 

Promissory note ($10,205,556 par due 11/2016)

 

10.00% PIK

 

6/1/06

 

10,193,756

 

10,205,556

 

$

1.00

{4} {5}

 

 

 

 

 

 

Warrants to purchase 0.61 shares

 

 

 

6/1/06

 

 

 

$

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Encanto Restaurants, Inc. {19}

 

Restaurant owner and operator

 

Junior secured loan ($24,352,333 par due 8/2013)

 

7.50% Cash, 3.50% PIK

 

8/16/06

 

24,352,333

 

24,352,333

 

$

1.00

{4}

 

 

 

 

 

 

Junior secured loan ($1,014,681 par due 8/2013)

 

7.50% Cash, 3.50% PIK

 

8/16/06

 

1,014,681

 

1,014,681

 

$

1.00

{3} {4}

 

 

 

 

 

 

 

 

 

 

 

 

72,622,496

 

72,634,296

 

 

 

6.63

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Containers-Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Captive Plastics, Inc.

 

Plastics container manufacturer

 

Junior secured loan ($15,500,000 par due 2/2012)

 

12.61% (Libor + 7.25%/Q)

 

12/19/05

 

15,500,000

 

15,500,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 2/2012)

 

12.61% (Libor + 7.25%/Q)

 

12/19/05

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Container Services, LLC {8}

 

Industrial container manufacturer, reconditioner and servicer

 

Senior secured loan ($9,900,000 par due 9/2011)

 

11.34% (Libor + 6.00%/S)

 

9/30/05

 

9,900,000

 

9,900,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($13,181,953 par due 9/2011)

 

9.84% (Libor + 4.50%/S)

 

6/21/06

 

13,181,953

 

13,181,953

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($994,937 par due 9/2011)

 

9.84% (Libor + 4.50%/S)

 

6/21/06

 

994,937

 

994,937

 

$

1.00

{2}

 

 

 

 

 

 

Senior secured loan ($14,123,383 par due 9/2011)

 

9.84% (Libor + 4.50%/Q)

 

6/21/06

 

14,123,383

 

14,123,383

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured revolving loan ($1,239,130 par due 9/2011)

 

9.82% (Libor + 4.50%/M)

 

9/30/05

 

1,239,130

 

1,239,130

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($867,391 par due 9/2011)

 

11.25% (Base Rate + 3.00%/D)

 

9/30/05

 

867,391

 

867,391

 

$

1.00

 

 

 

 

 

 

 

Common stock (1,800,000 shares)

 

 

 

9/29/05

 

1,800,000

 

3,499,992

 

$

1.94

{5}

 

 

 

 

 

 

 

 

 

 

 

 

69,606,794

 

71,306,786

 

 

 

6.50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arrow Group Industries, Inc.

 

Residential and outdoor shed manufacturer

 

Senior secured loan ($5,650,664 par due 4/2010)

 

10.36% (Libor + 5.00%/Q)

 

3/28/05

 

5,650,664

 

5,616,000

 

$

0.99

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerald Performance Materials, LLC

 

Polymers and performance materials manufacturer

 

Senior secured loan ($10,294,259 par due 5/2011)

 

9.61% (Libor + 4.25%/Q)

 

5/16/06

 

10,294,259

 

10,294,259

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($3,728,092 par due 5/2011)

 

11.36% (Libor + 6.00%/Q)

 

5/16/06

 

3,728,092

 

3,728,092

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($1,522,742 par due 5/2011)

 

11.36% (Libor + 6.00%/Q)

 

5/16/06

 

1,522,742

 

1,522,742

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($4,354,846 par due 5/2011)

 

13.00% cash, 3.00% PIK

 

5/16/06

 

4,354,846

 

4,354,846

 

$

1.00

{4}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Saw Mill PCG Partners LLC

 

Precision components manufacturer

 

Common units (1,000 units)

 

 

 

2/2/07

 

1,000,000

 

1,000,000

 

1,000.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qualitor, Inc.

 

Automotive aftermarket components supplier

 

Senior secured loan ($1,950,000 par due 12/2011)

 

9.61% (Libor + 4.25%/Q)

 

12/29/04

 

1,950,000

 

1,950,000

 

$

1.00

{3}

 

 

 

 

 

 

Junior secured loan ($5,000,000 par due 6/2012)

 

12.61% (Libor + 7.25%/Q)

 

12/29/04

 

5,000,000

 

5,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Paint, Inc.

 

Paint manufacturer

 

Junior secured loan ($1,000,000 par due 5/2013)

 

11.63% (Libor + 6.25%/M)

 

5/25/06

 

1,000,000

 

1,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reflexite Corporation {10}

 

Developer and manufacturer of high-visibility reflective products

 

Common stock (1,729,627 shares)

 

 

 

3/28/06

 

25,682,891

 

32,862,913

 

$

19.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Universal Trailer Corporation {6}

 

Livestock and specialty trailer manufacturer

 

Common stock (50,000 shares)

 

 

 

10/8/04

 

6,424,645

 

1,331,814

 

$

59.97

{5}

 

 

 

 

 

 

Warrants to purchase 22,208 shares

 

 

 

10/8/04

 

1,505,776

 

2,998,500

 

$

59.97

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Varel Holdings, Inc.

 

Drill bit manufacturer

 

Common stock (30,451 shares)

 

 

 

5/18/05

 

3,045

 

1,011,569

 

$

33.22

{5}

 

 

 

 

 

 

 

 

 

 

 

 

68,116,960

 

72,670,734

 

 

 

6.63

%

Environmental Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AWTP, LLC

 

Water treatment services

 

Junior secured loan ($1,600,000 par due 12/2012)

 

13.86% (Libor + 8.50%/Q)

 

12/23/05

 

1,600,000

 

1,600,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 12/2012)

 

13.86% (Libor + 8.50%/Q)

 

12/23/05

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mactec, Inc.

 

Engineering and environmental services

 

Common stock (16 shares)

 

 

 

11/3/04

 

 

334

 

$

20.78

{5}

 

 

 

 

 

 

Common stock (5,556 shares)

 

 

 

11/3/04

 

 

115,444

 

$

20.78

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Waste Pro USA, Inc.

 

Waste management services

 

Senior subordinated loan ($25,000,000 par due 11/2013)

 

11.50%

 

11/9/06

 

25,000,000

 

25,000,000

 

$

1.00

{2}

 

 

 

 

 

 

Preferred stock (15,000 shares)

 

10.00% PIK

 

11/9/06

 

15,000,000

 

15,000,000

 

$

1,000.00

{4}

 

 

 

 

 

 

Warrants to purchase 882,671 shares

 

 

 

11/9/06

 

 

1,900,037

 

$

2.15

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wastequip, Inc.

 

Waste management equipment manufacturer

 

Senior subordinated loan ($12,500,000 par due 2/2015)

 

12.00%

 

2/5/07

 

12,500,000

 

12,500,000

 

$

1.00

 

 

 

 

 

 

 

Common stock (13,889 shares)

 

 

 

2/2/07

 

1,388,889

 

1,388,889

 

$

100.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

67,488,889

 

69,504,704

 

 

 

6.34

%

 

8




 

Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investor Group Services,
LLC {16}

 

Financial services

 

Senior secured loan ($1,500,000 par due 6/2011)

 

12.00%

 

6/22/06

 

1,500,000

 

1,500,000

 

$

1.00

{3}

 

 

 

 

 

 

Limited liability company membership interest (10.00% interest)

 

 

 

6/22/06

 

 

 

 

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Miller Heiman, Inc.

 

Sales consulting services

 

Senior secured loan ($2,802,917 par due 6/2010)

 

8.57% (Libor + 3.25%/M)

 

6/20/05

 

2,802,917

 

2,802,917

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($3,997,197 par due 6/2012)

 

9.10% (Libor + 3.75%/Q)

 

6/20/05

 

3,997,197

 

3,997,197

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MR Processing Holding Corp.

 

Bankruptcy and foreclosure processing services

 

Senior subordinated note ($29,226,379 par due 2/2014)

 

11.50% Cash, 2.00% PIK

 

2/8/07

 

29,226,379

 

29,226,379

 

$

1.00

{2} {4}

 

 

 

 

 

 

Preferred stock (30,000 shares)

 

 

 

4/11/06

 

3,000,000

 

3,000,000

 

$

100.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Primis Marketing Group, Inc. and Primis Holdings, LLC {12}

 

Database marketing services

 

Senior subordinated note ($10,212,604 par due 2/2013)

 

11.00% Cash, 2.50% PIK

 

8/24/06

 

10,212,604

 

10,212,604

 

$

1.00

{2} {4}

 

 

 

 

 

 

Preferred units (4,000 units)

 

 

 

8/24/06

 

3,600,000

 

3,600,000

 

$

900.00

{5}

 

 

 

 

 

 

Common units (4,000,000 units)

 

 

 

8/24/06

 

400,000

 

400,000

 

$

0.10

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R2 Acquisition Corp.

 

Advertising agency

 

Senior secured loan ($2,000,000 par due 5/2013)

 

9.86% (Libor +4.50%/Q)

 

5/29/07

 

2,000,000

 

2,000,000

 

$

1.00

 

 

 

 

 

 

 

Common stock (250,000 shares)

 

 

 

5/29/07

 

250,000

 

250,000

 

$

1.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summit Business Media, LLC

 

Business media consulting services

 

Junior secured loan ($10,200,000 par due  11/2013)

 

12.32% (Libor + 7.00%/M)

 

12/18/06

 

10,000,000

 

10,200,000

 

$

1.02

{3}

 

 

 

 

 

 

 

 

 

 

 

 

66,989,097

 

67,189,097

 

 

 

6.13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beverage, Food and Tobacco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Best Brands Corporation

 

Baked goods manufacturer

 

Junior secured loan ($26,170,754 par due 6/2013)

 

11.82% (Libor + 6.50%/M)

 

12/14/06

 

26,170,754

 

26,170,754

 

$

1.00

{2}

 

 

 

 

 

 

Junior secured loan ($11,744,367.65 par due 6/2013)

 

11.82% (Libor + 6.50%/M)

 

12/14/06

 

11,744,368

 

11,744,368

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charter Baking Company, Inc.

 

Baked goods manufacturer

 

Preferred stock (6,258 shares)

 

 

 

9/1/06

 

2,500,000

 

2,500,000

 

$

399.49

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farley’s & Sathers Candy Company, Inc.

 

Branded candy manufacturer

 

Junior secured loan ($10,000,000 par due 3/2011)

 

11.38% (Libor + 6.00%/S)

 

3/23/06

 

10,000,000

 

10,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

50,415,122

 

50,415,122

 

 

 

4.60

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Computers and Electronics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RedPrairie Corporation

 

Software manufacturer

 

Junior secured loan ($6,500,000 par due 1/2013)

 

11.86% (Libor + 6.50%/Q)

 

7/13/06

 

6,500,000

 

6,500,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 1/2013)

 

11.86% (Libor + 6.50%/Q)

 

7/13/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

X-rite, Incorporated

 

Artwork software manufacturer

 

Junior secured loan ($10,000,000 par due 7/2013)

 

10.36% (Libor + 5.00%/Q)

 

7/6/06

 

10,000,000

 

10,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

28,500,000

 

28,500,000

 

 

 

2.60

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ILC Industries, Inc.

 

Industrial products provider

 

Junior secured loan ($12,000,000 par due 8/2012)

 

11.50%

 

6/27/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

Junior secured loan ($3,000,000 par due 8/2012)

 

11.50%

 

6/27/06

 

3,000,000

 

3,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thermal Solutions LLC and TSI Group, Inc.

 

Thermal management and electronics packaging manufacturer

 

Senior secured loan ($3,217,500 par due 3/2012)

 

9.61% (Libor + 4.25%/Q)

 

3/28/05

 

3,217,500

 

3,217,500

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($1,565,789 par due 3/2011)

 

9.11% (Libor + 3.75%/Q)

 

3/28/05

 

1,565,789

 

1,565,789

 

$

1.00

{3}

 

 

 

 

 

 

Senior subordinated notes ($3,205,955 par due 9/2012)

 

11.50% cash, 2.75% PIK

 

3/28/05

 

3,205,955

 

3,190,956

 

$

1.00

{2} {4}

 

 

 

 

 

 

Senior subordinated notes ($2,580,889 par due 3/2013)

 

11.50% cash, 2.50% PIK

 

3/21/06

 

2,580,889

 

2,580,889

 

$

1.00

{2} {4}

 

 

 

 

 

 

Preferred stock (53,900 shares)

 

 

 

3/28/05

 

539,000

 

539,000

 

$

10.00

{5}

 

 

 

 

 

 

Common stock (1,100,000 shares)

 

 

 

3/28/05

 

11,000

 

11,000

 

$

0.01

{5}

 

 

 

 

 

 

 

 

 

 

 

 

26,120,133

 

26,105,134

 

 

 

2.38

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcasting and Cable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pappas Telecasting Incorporated

 

Television broadcasting

 

Senior secured loan ($7,098,705 par due 2/2010)

 

15.17% (Libor + 4.79% cash, 5.00% PIK/Q)

 

3/1/06

 

8,029,106

 

7,908,705

 

$

0.99

{4}

 

 

 

 

 

 

Senior secured loan ($11,378,145 par due 2/2010)

 

15.17% (Libor + 4.79% cash, 5.00% PIK/Q)

 

3/1/06

 

11,551,364

 

11,378,145

 

$

0.99

{4} {3}

 

 

 

 

 

 

Senior secured loan ($613,133 par due 2/2010)

 

15.17% (Libor + 4.79% cash, 5.00% PIK/Q)

 

3/1/06

 

622,467

 

613,133

 

$

0.99

{4}

 

 

 

 

 

 

Senior secured loan ($882,105 par due 2/2010)

 

15.17% (Libor + 4.79% cash, 5.00% PIK/Q)

 

3/1/06

 

895,534

 

882,105

 

$

0.99

{4} {3}

 

 

 

 

 

 

 

 

 

 

 

 

21,098,471

 

20,782,088

 

 

 

1.90

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cargo Transport

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Kenan Advantage Group, Inc.

 

Fuel transportation provider

 

Senior subordinated notes ($9,359,807 par due 12/2013)

 

9.50% cash, 3.50% PIK

 

12/15/05

 

9,359,807

 

9,359,807

 

$

1.00

{2} {4}

 

 

 

 

 

 

Senior secured loan ($2,462,517 par due 12/2011)

 

8.11% (Libor + 2.75%/Q)

 

12/15/05

 

2,462,517

 

2,462,517

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (10,984 shares)

 

 

 

12/15/05

 

1,098,400

 

1,098,400

 

$

100.00

{5}

 

 

 

 

 

 

Common stock (30,575 shares)

 

 

 

12/15/05

 

30,575

 

30,575

 

$

1.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

12,951,299

 

12,951,299

 

 

 

1.18

%

 

9




 

Farming and Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The GSI Group, Inc.

 

Agricultural equipment manufacturer

 

Senior notes ($11,900,000 par due 5/2013)

 

12.00%

 

5/11/05

 

10,000,000

 

11,600,000

 

$

1.16

{3}

 

 

 

 

 

 

Common stock (7,500 shares)

 

 

 

5/12/05

 

750,000

 

4,749,975

 

$

633.33

{5}

 

 

 

 

 

 

 

 

 

 

 

 

10,750,000

 

16,349,975

 

 

 

1.49

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Housing - Building Materials

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HB&G Building Products

 

Synthetic and wood product manufacturer

 

Senior subordinated loan ($8,751,151 par due 3/2011)

 

13.00% cash, 2.00% PIK

 

10/8/04

 

8,741,514

 

8,751,151

 

$

1.00

{2} {4}

 

 

 

 

 

 

Common stock (2,743 shares)

 

 

 

10/8/04

 

752,888

 

752,888

 

$

274.48

{5}

 

 

 

 

 

 

Warrants to purchase (4,464 shares)

 

 

 

10/8/04

 

652,503

 

652,503

 

$

146.17

{5}

 

 

 

 

 

 

 

 

 

 

 

 

10,146,905

 

10,156,542

 

 

 

0.93

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Products - Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Berkline/Benchcraft Holdings LLC

 

Furniture manufacturer and distributor

 

Promissory note ($1,000,000 par due 11/2012)

 

 

 

5/9/07

 

505,088

 

505,090

 

$

0.10

{5}

 

 

 

 

 

 

 

 

 

 

 

 

505,088

 

505,090

 

 

 

0.05

%

Total

 

 

 

 

 

 

 

 

 

$

1,605,205,297

 

$

1,616,013,242

 

 

 

 

 

 


{1} Other than our investment in The Thymes, LLC, we do not “Control” any of our portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”).  In general, under the 1940 Act, we would “Control” a portfolio company if we owned 25% or more of its voting securities.  All of our portfolio company investments are subject to legal restriction on sales which as of June 30, 2007 represented 146% of the Company’s net assets.

{2} Pledged as collateral for the CP Funding Facility and unless otherwise noted, all other investments are pledged as collateral for the Revolving Credit Facility (see Note 7 to the consolidated financial statements).

{3} Pledged as collateral for the ARCC CLO and unless otherwise noted, all other investments are pledged as collateral for the Revolving Credit Facility (see Note 7 to the consolidated financial statements).

{4} Has a payment-in-kind interest feature (see Note 2 to the consolidated financial statements).

{5} Non-income producing at June 30, 2007.

{6} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, for this portfolio company there was unrealized depreciation of ($3,612,566).

{7} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, for this portfolio company there were total redemptions of $316,667 (cost), interest income of $1,132,951 and other income of $421.

{8} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, for this portfolio company there were total purchases of $3,676,087, redemptions of $7,215,761 (cost), interest income of $1,985,966, other income of $71,942 and net unrealized appreciation of $1,699,992.

{9} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, for this portfolio company there were total purchases of $17,250,000, redemptions of $20,200,000 (cost), interest income of $787,897 and other income of $10,756.

{10} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there were total redemptions of $10,682,338, interest income of $451,518, net realized gains of $320,470 and net unrealized appreciation of $7,410,493.

{11} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there were total redemptions of $2,374,999 (cost), interest income of $1,555,754 and net unrealized appreciation of $3,303,790.

{12} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there was total interest income of $518,920.

{13} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there was total dividend income of $502,705 and unrealized depreciation of ($341,460).

{14} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there were total purchases of $40,000,000, interest income of $1,756,792, capital structuring service fees of $37,500 and other income of $375,000.

{15} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there were total purchases of $135,930,000, sales of $62,500,000, capital structuring service fees of $2,597,500, interest income of $537,809 and other income of $68,021.

{16} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there were total purchases of $150,000, redemptions of $650,000, interest income of $157,576 and other income of $18,626.

{17} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  In addition, as defined in the 1940 Act, we “Control” this portfolio company because we own more than 25% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there were total purchases of $6,925,000, capital structuring service fees of $165,000 and interest income of $55,400.

{18} As defined in the 1940 Act, we are an “Affiliate” of this portfolio company because we own more than 5% of the portfolio company’s outstanding voting securities.  For the six months ended June 30, 2007, there were total purchases of $30,488,503, capital structuring service fees of $627,000, interest income of $530,947 and other income of $6,857.

{19} Non-U.S. company or principal place of business outside the U.S.

{20} Non-registered investment company.

{21} A majority of the variable rate loans to our portfolio companies bear interest at a rate that may be determined by reference to either Libor or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset semi-annually (S), quarterly (Q), bi-monthly (B), monthly (M) or daily (D).  For each such loan, we have provided the current interest rate in effect at June 30, 2007.

{22} In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 2.50% on $24,166,667 aggregate principal amount of the portfolio company’s senior term debt previously syndicated by us.

{23} In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 3.75% on $12,000,000 aggregate principal amount of the portfolio company’s senior term debt previously syndicated by us.

10




ARES CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULE OF INVESTMENTS

As of December 31, 2006

Company {1}

 

Industry

 

Investment

 

Interest {17}

 

Initial
Acquisition
Date

 

Amortized
Cost

 

Fair Value

 

Fair Value
Per Unit

 

Percentage
of Net
Assets

 

Healthcare - Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Renal Associates, Inc.

 

Dialysis provider

 

Senior secured loan ($2,688,524 par due 12/2010)

 

9.37% (Libor+ 4.00%/S)

 

12/14/05

 

$

2,688,524

 

$

2,688,524

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($377,049 par due 12/2010)

 

10.75% (Base Rate + 2.50%/D)

 

12/14/05

 

377,049

 

377,049

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($5,803,279 par due 12/2011)

 

9.87% (Libor + 4.50%/S)

 

12/14/05

 

5,803,279

 

5,803,279

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($54,098 par due 12/2011)

 

11.25% (Base Rate + 3.00%/D)

 

12/14/05

 

54,098

 

54,098

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($393,741 par due 12/2011)

 

12.37% (Libor + 7.00%/S)

 

12/14/05

 

393,741

 

393,741

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($261,997 par due 12/2011)

 

12.37 (Libor + 7.00%/S)

 

12/14/05

 

261,997

 

261,997

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($3,937,406 par due 12/2011)

 

12.37% (Libor + 7.00% /Q)

 

12/14/05

 

3,937,406

 

3,937,406

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($2,619,971 par due 12/2011)

 

12.37% (Libor + 7.00% /Q)

 

12/14/05

 

2,619,971

 

2,619,971

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capella Healthcare, Inc.

 

Acute care hospital operator

 

Junior secured loan ($31,000,000 par due 11/2013)

 

11.36% (Libor + 6.00%/Q)

 

12/1/05

 

31,000,000

 

31,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DSI Renal, Inc.

 

Dialysis provider

 

Senior subordinated note ($60,940,868 par due 4/2014)

 

12.00% Cash, 2.00% PIK

 

4/4/06

 

60,940,868

 

60,940,868

 

$

1.00

{4}

 

 

 

 

 

 

Senior subordinated note ($5,050,125 par due 4/2014)

 

12.00% Cash, 2.00% PIK

 

4/4/06

 

5,050,125

 

5,050,125

 

$

1.00

{4} {3}

 

 

 

 

 

 

Senior secured revolving loan ($4,000,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

4,000,000

 

4,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($960,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

960,000

 

960,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($1,600,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

1,600,000

 

1,600,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($1,600,000 par due 3/2013)

 

8.38% (Libor + 3.00%/Q)

 

4/4/06

 

1,600,000

 

1,600,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($2,096,000 par due 3/2013)

 

10.75% (Base Rate + 2.50%/D)

 

4/4/06

 

2,096,000

 

2,096,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OnCURE Medical Corp.

 

Radiation oncology care provider

 

Senior subordinated note ($23,318,089 par due 8/2013)

 

11.00% cash, 1.50% PIK

 

8/18/06

 

23,318,089

 

23,318,089

 

$

1.00

{4}

 

 

 

 

 

 

Senior secured loan ($3,403,750 par due 8/2011)

 

8.94% (Libor + 3.50%/S)

 

8/23/06

 

3,403,750

 

3,403,750

 

$

1.00

 

 

 

 

 

 

 

Common stock (857,143 shares)

 

 

 

8/18/06

 

3,000,000

 

3,000,000

 

$

3.50

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Triad Laboratory Alliance, LLC

 

Laboratory services

 

Senior subordinated note ($14,829,356 par due 12/2012)

 

12.00% cash, 1.75% PIK

 

12/21/05

 

14,829,356

 

14,829,355

 

$

1.00

{4}

 

 

 

 

 

 

Senior secured loan ($6,930,000 par due 12/2011)

 

8.61% (Libor + 3.25%/Q)

 

12/21/05

 

6,930,000

 

6,930,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($2,970,000 par due 12/2011)

 

8.61% (Libor + 3.25%/Q)

 

12/21/05

 

2,970,000

 

2,970,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

177,834,253

 

177,834,252

 

 

 

22.53

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Printing, Publishing and Media

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canon Communications LLC

 

Print publications services

 

Junior secured loan ($7,525,000 par due 11/2011)

 

12.10% (Libor + 6.75%/M)

 

5/25/05

 

7,525,000

 

7,525,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($4,250,000 par due 11/2011)

 

12.10% (Libor + 6.75%/M)

 

5/25/05

 

4,250,000

 

4,250,000

 

$

1.00

{2}

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 11/2011)

 

12.10% (Libor + 6.75%/M)

 

5/25/05

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daily Candy, Inc. {11} {19}

 

Internet publication provider

 

Senior secured loan ($12,422,111 par due 5/2009)

 

10.36% (Libor + 5.00%/S)

 

5/25/06

 

12,744,556

 

12,422,111

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($11,577,889 par due 5/2009)

 

10.36% (Libor + 5.00%/S)

 

5/25/06

 

11,878,414

 

11,577,889

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($388,191 par due 5/2009)

 

10.36% (Libor + 5.00%/Q)

 

5/25/06

 

398,267

 

388,191

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($361,809 par due 5/2009)

 

10.36% (Libor + 5.00%Q)

 

5/25/06

 

371,200

 

361,809

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($64,698 par due 5/2009)

 

12.25% (Base Rate + 4.00%/D)

 

5/25/06

 

66,378

 

64,698

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($60,302 par due 5/2009)

 

12.25% (Base Rate + 4.00%/D)

 

5/25/06

 

61,867

 

60,302

 

$

1.00

{3}

 

 

 

 

 

 

Common stock (1,250,000 shares)

 

 

 

5/25/06

 

2,375,000

 

2,375,000

 

$

1.90

{5}

 

 

 

 

 

 

Warrants to purchase 1,381,578 shares

 

 

 

5/25/06

 

2,624,998

 

2,624,998

 

$

1.90

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National Print Group, Inc.

 

Printing management services

 

Senior secured revolving loan ($2,336,173 par due 3/2012)

 

10.75% (Base Rate + 2.50%/D)

 

3/2/06

 

2,336,173

 

2,336,173

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($5,295,652 par due 3/2012)

 

8.86% (Libor + 3.50%/Q)

 

3/2/06

 

5,295,652

 

5,295,652

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($273,913 par due 3/2012)

 

10.75% (Base Rate + 2.50%/D)

 

3/2/06

 

273,913

 

273,913

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($5,295,652 par due 3/2012)

 

8.85% (Libor + 3.50%/B)

 

3/2/06

 

5,295,652

 

5,295,652

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($2,319,368 par due 8/2012)

 

12.37% (Libor + 7.00%/Q)

 

3/2/06

 

2,319,368

 

2,319,368

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($419,763 par due 8/2012)

 

12.37% (Libor + 7.00%/Q)

 

3/2/06

 

419,763

 

419,763

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($1,932,806 par due 8/2012)

 

12.38% (Libor + 7.00%/Q)

 

3/2/06

 

1,932,806

 

1,932,806

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($349,802 par due 8/2012)

 

12.38% (Libor + 7.00%/Q)

 

3/2/06

 

349,802

 

349,802

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (9,344 shares)

 

 

 

3/2/06

 

2,000,000

 

2,000,000

 

$

214.04

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Teaching Company, LLC and

 

Education publications provider

 

Senior secured loan ($28,000,000 par due 9/2012)

 

10.50%

 

9/29/06

 

28,000,000

 

28,000,000

 

$

1.00

 

 

 

The Teaching Company Holdings, Inc.  {18}

 

 

 

Senior secured loan ($12,000,000 par due 9/2012)

 

10.50%

 

9/29/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (29,969 shares)

 

 

 

9/29/06

 

2,996,921

 

2,996,921

 

$

100.00

{5}

 

 

 

 

 

 

Common stock (15,393 shares)

 

 

 

9/29/06

 

3,079

 

3,079

 

$

1.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

117,518,809

 

116,873,127

 

 

 

14.80

%

 

11




 

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arrow Group Industries, Inc.

 

Residential and outdoor shed manufacturer

 

Senior secured loan ($6,000,000 par due 4/2010)

 

10.36% (Libor + 5.00%/Q)

 

3/28/05

 

6,038,283

 

6,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerald Performance Materials, LLC

 

Polymers and performance materials manufacturer

 

Senior secured loan ($10,421,053 par due 5/2011)

 

9.60% (Libor + 4.25%/B)

 

5/22/06

 

10,421,053

 

10,421,053

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($3,736,842 par due 5/2011)

 

11.35% (Libor + 6.00%/M)

 

5/22/06

 

3,736,842

 

3,736,842

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($1,526,316 par due 5/2011)

 

11.35% (Libor + 6.00%/M)

 

5/22/06

 

1,526,316

 

1,526,316

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($4,210,526 par due 5/2011)

 

13.00%

 

5/22/06

 

4,210,526

 

4,210,526

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Qualitor, Inc.

 

Automotive aftermarket components supplier

 

Senior secured loan ($1,960,000 par due 12/2011)

 

9.61% (Libor + 4.25%/Q)

 

12/29/04

 

1,960,000

 

1,960,000

 

$

1.00

{3}

 

 

 

 

 

 

Junior secured loan ($5,000,000 par due 6/2012)

 

12.61% (Libor + 7.25%/Q)

 

12/29/04

 

5,000,000

 

5,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Paint, Inc.

 

Paint manufacturer

 

Junior secured loan ($4,500,000 par due 5/2013)

 

11.13% (Libor + 5.75%/S)

 

5/25/06

 

4,500,000

 

4,500,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 5/2013)

 

11.13% (Libor + 5.75%/S)

 

5/25/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reflexite Corporation {10} {19}

 

Developer and manufacturer of high visibility reflective products

 

Senior subordinated loan ($10,616,954 par due 12/2011)

 

11.00% cash, 3.00% PIK

 

12/30/04

 

10,616,954

 

10,616,954

 

$

1.00

{2} {4}

 

 

 

 

 

 

Common Stock (1,729,627 shares)

 

 

 

3/28/06

 

25,682,891

 

25,682,891

 

$

14.85

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Universal Trailer Corporation {6} {19}

 

Livestock and specialty trailer manufacturer

 

Common stock (50,000 shares)

 

 

 

10/8/04

 

6,424,645

 

5,500,000

 

$

110.00

{5}

 

 

 

 

 

 

Warrants to purchase 22,208 shares

 

 

 

10/8/04

 

1,505,776

 

2,442,880

 

$

110.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Varel Holdings, Inc.

 

Drill bit manufacturer

 

Common stock (30,451 shares)

 

 

 

5/18/05

 

3,045

 

1,011,569

 

$

33.22

{5}

 

 

 

 

 

 

 

 

 

 

 

 

93,626,331

 

94,609,031

 

 

 

11.98

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services - Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Residential Services, LLC

 

Plumbing, heating and air-conditioning services

 

Senior subordinated note ($8,767,425 par due 9/2013)

 

12.00% Cash, 3.00% PIK

 

11/9/06

 

8,767,425

 

8,767,425

 

$

1.00

{4}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diversified Collection Services, Inc.

 

Collections services

 

Senior secured loan ($5,242,026 par due 2/2011)

 

9.60% (Libor + 4.25%/M)

 

2/2/05

 

5,242,026

 

5,242,026

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($1,742,026 par due 8/2011)

 

11.35% (Libor + 6.00%/M)

 

2/2/05

 

1,742,026

 

1,742,026

 

$

1.00

{2}

 

 

 

 

 

 

Senior secured loan ($6,757,974 par due 8/2011)

 

11.35% (Libor + 6.00%/M)

 

2/2/05

 

6,757,974

 

6,757,974

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (14,927 shares)

 

 

 

5/18/06

 

169,123

 

169,123

 

$

11.33

{5}

 

 

 

 

 

 

Common stock (114,004 shares)

 

 

 

2/2/05

 

295,270

 

295,270

 

$

2.59

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GCA Services Group, Inc.

 

Custodial services

 

Senior secured loan ($50,000,000 par due 12/2011)

 

12.00%

 

12/15/06

 

50,000,000

 

50,000,000

 

$

1.00

{4}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NPA Acquisition, LLC

 

Powersport vehicle auction operator

 

Senior secured loan ($4,533,333 par due 8/2012)

 

8.57% (Libor + 3.25%/S)

 

8/28/06

 

4,533,333

 

4,533,333

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($400,000 par due 8/2012)

 

8.60% (Libor + 3.25%/Q)

 

8/28/06

 

400,000

 

400,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($66,667 par due 8/2012)

 

10.25% (Base Rate + 2.00%/D)

 

8/28/06

 

66,667

 

66,667

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($2,000,000 par due 2/2013)

 

12.11% (Libor + 6.75%/Q)

 

8/23/06

 

2,000,000

 

2,000,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 2/2013)

 

12.11% (Libor + 6.75%/Q)

 

8/23/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

Common units (1,709 units)

 

 

 

8/23/06

 

1,000,000

 

1,000,000

 

$

585.14

{5}

 

 

 

 

 

 

 

 

 

 

 

 

92,973,844

 

92,973,844

 

 

 

11.78

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Containers-Packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Captive Plastics, Inc.

 

Plastics container manufacturer

 

Junior secured loan ($15,500,000 par due 2/2012)

 

12.63% (Libor + 7.25%/Q)

 

12/19/05

 

15,500,000

 

15,500,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 2/2012)

 

12.63% (Libor + 7.25%/Q)

 

12/19/05

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Container Services, LLC {8} {19}

 

Industrial container manufacturer, reconditioner and servicer

 

Senior secured loan ($11,939,547 par due 9/2011)

 

11.94% (Libor + 6.50%/S)

 

9/30/05

 

11,939,547

 

11,939,547

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($16,504,747 par due 9/2011)

 

11.94% (Libor + 6.50%/S)

 

6/21/06

 

16,504,747

 

16,504,747

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($9,950,000 par due 9/2011)

 

11.94% (Libor + 6.50.%/S)

 

9/30/05

 

9,950,000

 

9,950,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($4,130,435 par due 9/2011)

 

9.88% (Libor + 4.50%/Q)

 

9/30/05

 

4,130,435

 

4,130,435

 

$

1.00

 

 

 

 

 

 

 

Senior secured revolving loan ($1,239,130 par due 9/2011)

 

11.25% (Base Rate + 3.00%/D)

 

9/30/05

 

1,239,130

 

1,239,130

 

$

1.00

 

 

 

 

 

 

 

Common stock (1,800,000 shares)

 

 

 

9/29/05

 

1,800,000

 

1,800,000

 

$

1.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LabelCorp Holdings, Inc.

 

Consumer product labels manufacturer

 

Senior subordinated notes ($9,320,235 par due 9/2012)

 

12.00% cash, 3.00% PIK

 

3/16/06

 

9,320,235

 

9,320,235

 

$

1.00

{4}

 

 

 

 

 

 

 

 

 

 

 

 

82,384,094

 

82,384,094

 

 

 

10.44

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restaurants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADF Capital, Inc. & ADF Restaurant Group, LLC

 

Restaurant owner and operator

 

Senior secured revolving loan ($4,236,726 par due 11/2013)

 

10.25% (Base Rate + 2.00%/D)

 

11/27/06

 

4,236,726

 

4,236,726

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($4,937,500 par due 11/2013)

 

10.25% (Base Rate + 2.00%/D)

 

11/27/06

 

4,937,500

 

4,937,500

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($23,060,000 par due 11/2012)

 

14.75% (Base Rate + 6.50%/D)

 

11/27/06

 

23,060,000

 

23,060,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($11,940,000 par due 11/2012)

 

14.75% (Base Rate + 6.50%/D)

 

11/27/06

 

11,940,000

 

11,940,000

 

$

1.00

{3}

 

 

 

 

 

 

Warrants to purchase 9,500,000 units

 

 

 

6/1/06

 

9,488,200

 

9,500,000

 

$

1.00

{5}

 

 

 

12




 

Encanto Restaurants, Inc. {15}

 

Restaurant owner and operator

 

Junior secured loan ($13,170,625 par due 8/2013)

 

7.50% Cash, 3.50% PIK

 

8/16/06

 

13,170,625

 

13,170,625

 

$

1.00

{4}

 

 

 

 

 

 

Junior secured loan ($12,157,500 par due 8/2013)

 

7.50% Cash, 3.50% PIK

 

8/16/06

 

12,157,500

 

12,157,500

 

$

1.00

{3} {4}

 

 

 

 

 

 

 

 

 

 

 

 

78,990,551

 

79,002,351

 

 

 

10.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savers, Inc and SAI Acquisition Corporation

 

For-profit thrift retailer

 

Senior subordinated note ($28,220,888 par due 8/2014)

 

10.00% cash, 2.00% PIK

 

8/8/06

 

28,220,888

 

28,220,888

 

$

1.00

{4}

 

 

 

 

 

 

Common stock (1,170,182 shares)

 

 

 

8/8/06

 

4,500,000

 

4,500,000

 

$

3.85

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Things Remembered, Inc. and TRM Holdings Corporation

 

Personalized gifts retailer

 

Senior secured loan ($4,800,000 par due 9/2012)

 

10.10% (Libor + 4.75%/M)

 

9/28/06

 

4,800,000

 

4,800,000

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($28,000,000 par due 9/2012)

 

11.35% (Libor + 6.00%/M)

 

9/28/06

 

28,000,000

 

28,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($7,200,000 par due 9/2012)

 

11.35% (Libor + 6.00%/M)

 

9/28/06

 

7,200,000

 

7,200,000

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (80 shares)

 

 

 

9/28/06

 

1,800,000

 

1,800,000

 

$

22,500.00

{5}

 

 

 

 

 

 

Common stock (800 shares)

 

 

 

9/28/06

 

200,000

 

200,000

 

$

250.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

74,720,888

 

74,720,888

 

 

 

9.47

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Products - Non-Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AWTP, LLC

 

Water treatment services

 

Junior secured loan ($1,600,000 par due 12/2012)

 

12.86% (Libor + 7.50%/Q)

 

12/21/05

 

1,600,000

 

1,600,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 12/2012)

 

12.86% (Libor + 7.50%/Q)

 

12/21/05

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Making Memories Wholesale, Inc. {7} {19}

 

Scrapbooking branded products manufacturer

 

Senior secured loan ($7,758,333 par due 3/2011)

 

9.88% (Libor + 4.50%/Q)

 

5/5/05

 

7,758,333

 

7,758,333

 

$

1.00

{3}

 

 

 

 

 

 

Senior subordinated loan ($10,204,325 par due 5/2012)

 

12.50% cash, 2.00% PIK

 

5/5/05

 

10,204,325

 

10,204,325

 

$

1.00

{4}

 

 

 

 

 

 

Preferred stock (3,759 shares)

 

 

 

5/5/05

 

3,758,800

 

1,320,000

 

$

351.16

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shoes for Crews, LLC

 

Safety footwear and slip-related mats

 

Senior secured loan ($1,248,680 par due 7/2010)

 

8.61% (Libor + 3.25%/S)

 

10/8/04

 

1,256,027

 

1,256,027

 

$

1.01

{3}

 

 

 

 

 

 

Senior secured loan ($60,747 par due 7/2010)

 

8.61% (Libor + 3.25%/Q)

 

10/8/04

 

61,104

 

61,104

 

$

1.01

{3}

 

 

 

 

 

 

Senior secured loan ($60,747 par due 7/2010)

 

10.25% (Base Rate + 2.00%/D)

 

10/8/04

 

61,104

 

61,104

 

$

1.01

{3}

 

 

 

 

 

 

Senior secured revolving loan ($3,333,333 par due 7/2010)

 

10.25% (Base Rate + 2.00%/D)

 

6/16/06

 

3,333,333

 

3,333,333

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tumi Holdings, Inc.

 

Branded luggage designer, marketer and distributor

 

Senior secured loan ($2,500,000 par due 12/2012)

 

8.11% (Libor + 2.75%/Q)

 

5/24/05

 

2,500,000

 

2,500,000

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($5,000,000 par due 12/2013)

 

8.61% (Libor + 3.25%/Q)

 

3/14/05

 

5,000,000

 

5,000,000

 

$

1.00

{3}

 

 

 

 

 

 

Senior subordinated loan ($13,682,839 par due 12/2014)

 

16.36% (Libor + 6.00% cash, 5.00% PIK/Q)

 

3/14/05

 

13,682,839

 

13,682,839

 

$

1.00

{2} {4}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UCG Paper Crafts, Inc.

 

Scrapbooking materials manufacturer

 

Senior secured loan ($1,985,000 par due 2/2013)

 

8.60% (Libor + 3.25%/M)

 

2/23/06

 

1,985,000

 

1,985,000

 

$

1.00

{3}

 

 

 

 

 

 

Junior secured loan ($2,952,625 par due 2/2013)

 

12.85% (Libor + 7.50%/M)

 

2/23/06

 

2,952,625

 

2,952,625

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($9,949,875 par due 2/2013)

 

12.85% (Libor + 7.50%/M)

 

2/23/06

 

9,949,875

 

9,949,875

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

76,103,365

 

73,664,565

 

 

 

9.33

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Abingdon Investments Limited {13} {15} {16} {19}

 

Investment company

 

Ordinary shares (948,500 shares)

 

 

 

12/15/06

 

9,032,978

 

9,485,000

 

$

10.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Firstlight Financial Corporation  {14} {16} {19}

 

Investment company

 

Senior subordinated loan ($36,000,000 par due 12/2016)

 

10.00% PIK

 

12/31/06

 

36,000,000

 

36,000,000

 

$

1.00

{4}

 

 

 

 

 

 

Common stock (6,000 shares)

 

 

 

12/31/06

 

6,000,000

 

6,000,000

 

$

1,000.00

{5}

 

 

 

 

 

 

Common stock (18,000 shares)

 

 

 

12/31/06

 

18,000,000

 

18,000,000

 

$

1,000.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partnership Capital Growth Fund I, L.P. {16}

 

Investment partnership

 

Limited partnership interest (25% interest)

 

 

 

6/16/06

 

225,260

 

225,260

 

 

{5}

 

 

 

 

 

 

 

 

 

 

 

 

69,258,238

 

69,710,260

 

 

 

8.83

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Environmental Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mactec, Inc.

 

Engineering and environmental services

 

Common stock (5,572 shares)

 

 

 

11/3/04

 

 

 

$

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Waste Pro USA, Inc.

 

Waste management services

 

Senior subordinated loan ($25,000,000 par due 11/2013)

 

11.50%

 

11/9/06

 

25,000,000

 

25,000,000

 

$

1.00

 

 

 

 

 

 

 

Preferred stock (15,000 shares)

 

10.00% PIK

 

11/9/06

 

15,000,000

 

15,000,000

 

$

1,000.00

{4}

 

 

 

 

 

 

Warrants to purchase 882,671 shares

 

 

 

11/9/06

 

 

 

$

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wastequip, Inc.

 

Waste management equipment manufacturer

 

Junior secured loan ($15,000,000 par due 7/2012)

 

10.85% (Libor + 5.50%/M)

 

8/4/05

 

15,000,000

 

15,000,000

 

$

1.00

 

 

 

 

 

 

 

Junior secured loan ($12,000,000 par due 7/2012)

 

10.85% (Libor + 5.50%/M)

 

8/4/05

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

67,000,000

 

67,000,000

 

 

 

8.49

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equinox SMU Partners LLC and

 

Medical school operator

 

Senior secured revolving loan ($1,932,342 par due 12/2010)

 

13.25% (Base Rate + 5.00%/Q)

 

1/26/06

 

1,932,342

 

1,932,342

 

$

1.00

 

 

 

 

13




 

SMU Acquisition Corp. {9} {15} {19}

 

 

 

Senior secured revolving loan ($3,000,000 par due 12/2010)

 

11.36% (Libor + 6.00%/B)

 

1/26/06

 

3,000,000

 

3,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($4,858,118 par due 12/2010)

 

11.37% (Libor + 6.00%/Q)

 

1/26/06

 

4,858,118

 

4,858,118

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($4,966,882 par due 12/2010)

 

11.37% (Libor + 6.00%/Q)

 

1/26/06

 

4,966,882

 

4,966,882

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($1,500,000 par due 12/2010)

 

11.37% (Libor + 6.00%/Q)

 

1/26/06

 

1,500,000

 

1,500,000

 

$

1.00

 

 

 

 

 

 

 

Senior secured loan ($1,500,000 par due 12/2010)

 

11.37% (Libor + 6.00%/Q)

 

1/26/06

 

1,500,000

 

1,500,000

 

$

1.00

{3}

 

 

 

 

 

 

Limited liability company membership interest (17.39% interest)

 

 

 

1/25/06

 

4,000,000

 

4,000,000

 

 

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELC Acquisition Corporation

 

Developer, manufacturer and retailer of educational products

 

Junior secured loan ($8,333,333 par due 11/2013)

 

12.37% (Libor + 7.00%/Q)

 

11/30/06

 

8,333,333

 

8,333,333

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lakeland Finance, LLC

 

Private school operator

 

Senior secured note ($33,000,000 par due 12/2012)

 

11.50%

 

12/13/05

 

33,000,000

 

33,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

63,090,675

 

63,090,675

 

 

 

7.99

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investor Group Services, LLC

 

Financial services

 

Senior secured loan ($1,500,000 par due 6/2011)

 

12.00%

 

6/22/06

 

1,500,000

 

1,500,000

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured revolving loan ($500,000 par due 6/2011)

 

11.04% (Libor + 5.50%/S)

 

6/22/06

 

500,000

 

500,000

 

$

1.00

 

 

 

 

 

 

 

Limited liability company membership interest (10.00% interest)

 

 

 

6/22/06

 

 

 

 

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Miller Heiman, Inc.

 

Sales consulting services

 

Senior secured loan ($3,093,785 par due 6/2010)

 

8.60% (Libor + 3.25%/M)

 

6/20/05

 

3,093,785

 

3,093,785

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($4,017,591 par due 6/2012)

 

9.12% (Libor + 3.75%/Q)

 

6/20/05

 

4,017,591

 

4,017,591

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MR Processing Holding Corp.

 

Bankruptcy and foreclosure processing services

 

Senior subordinated note ($20,303,747 par due 2/2013)

 

12.00% Cash, 2.00% PIK

 

3/23/06

 

20,303,747

 

20,303,747

 

$

1.00

{4}

 

 

 

 

 

 

Senior secured loan ($1,990,000 par due 2/2012)

 

9.02% (Libor + 3.50%/S)

 

3/28/06

 

1,990,000

 

1,990,000

 

$

1.00

 

 

 

 

 

 

 

Preferred stock (30,000 shares)

 

 

 

4/11/06

 

3,000,000

 

3,000,000

 

$

100.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Primis Marketing Group, Inc. and Primis Holdings, LLC {12} {19}

 

Database marketing services

 

Senior subordinated note ($10,085,790 par due 2/2013)

 

11.00% Cash, 2.50% PIK

 

8/24/06

 

10,085,790

 

10,085,790

 

$

1.00

{4}

 

 

 

 

 

 

Preferred units (4,000 units)

 

 

 

8/24/06

 

3,600,000

 

3,600,000

 

$

9.00

{5}

 

 

 

 

 

 

Common units (4,000,000 units)

 

 

 

8/24/06

 

400,000

 

400,000

 

$

0.10

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summit Business Media, LLC

 

Business media consulting services

 

Junior secured loan ($10,000,000 par due  11/2013)

 

12.35% (Libor + 7.00%/M)

 

12/18/06

 

10,000,000

 

10,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

58,490,913

 

58,490,913

 

 

 

7.41

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beverage, Food and Tobacco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Best Brands Corporation

 

Baked goods manufacturer

 

Junior secured loan ($40,000,000 par due 6/2013)

 

11.85% (Libor + 6.50%/M)

 

12/14/06

 

40,000,000

 

40,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charter Baking Company, Inc.

 

Baked goods manufacturer

 

Preferred stock (6,258 shares)

 

 

 

9/1/06

 

2,500,000

 

2,500,000

 

$

399.49

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farley’s & Sathers Candy Company, Inc.

 

Branded candy manufacturer

 

Junior secured loan ($10,000,000 par due 3/2011)

 

11.36% (Libor + 6.00%/S)

 

3/23/06

 

10,000,000

 

10,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

52,500,000

 

52,500,000

 

 

 

6.65

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace & Defense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ILC Industries, Inc.

 

Industrial products provider

 

Junior secured loan ($12,000,000 par due 8/2012)

 

11.50%

 

6/27/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

Junior secured loan ($3,000,000 par due 8/2012)

 

11.50%

 

6/27/06

 

3,000,000

 

3,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thermal Solutions LLC and TSI Group, Inc.

 

Thermal management and electronics packaging manufacturer

 

Senior secured loan ($3,225,625 par due 3/2012)

 

9.37% (Libor + 4.00%/Q)

 

3/28/05

 

3,225,625

 

3,225,625

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($8,125 par due 3/2012)

 

11.25% (Base Rate + 3.00%/D)

 

3/28/05

 

8,125

 

8,125

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($1,611,842 par due 3/2011)

 

9.02% (Libor + 3.50%/Q)

 

3/28/05

 

1,611,842

 

1,611,849

 

$

1.00

{3}

 

 

 

 

 

 

Senior secured loan ($46,053 par due 3/2011)

 

10.75% (Base Rate + 2.50%/D)

 

3/28/05

 

46,053

 

46,053

 

$

1.00

{3}

 

 

 

 

 

 

Senior subordinated notes ($3,126,808 par due 9/2012)

 

11.50% cash, 2.75% PIK

 

3/28/05

 

3,137,948

 

3,126,808

 

$

1.00

{2} {4}

 

 

 

 

 

 

Senior subordinated notes ($2,548,751 par due 3/2013)

 

11.50% cash, 2.50% PIK

 

3/21/06

 

2,548,752

 

2,548,752

 

$

1.00

{2} {4}

 

 

 

 

 

 

Preferred stock (53,900 shares)

 

 

 

3/28/05

 

539,000

 

539,000

 

$

10.00

{5}

 

 

 

 

 

 

Common stock (1,100,000 shares)

 

 

 

3/28/05

 

11,000

 

11,000

 

$

0.01

{5}

 

 

 

 

 

 

 

 

 

 

 

 

26,128,345

 

26,117,212

 

 

 

3.31

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcasting and Cable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patriot Media & Communications CNJ, LLC

 

Cable services

 

Junior secured loan ($5,000,000 par due 10/2013)

 

10.50% (Libor + 5.00%/S)

 

10/6/05

 

5,000,000

 

5,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pappas Telecasting Incorporated

 

Television broadcasting

 

Senior secured loan ($11,695,696 par due 2/2010)

 

14.73% (Libor + 4.48% cash, 5.00% PIK/Q)

 

3/1/06

 

11,695,696

 

11,695,696

 

$

1.00

{4} {3}

 

 

      

 

 

 

Senior secured loan ($8,129,405 par due 2/2010)

 

14.73% (Libor + 4.48% cash, 5.00% PIK/Q)

 

3/1/06

 

8,129,405

 

8,129,405

 

$

1.00

{4}

 

 

 

 

 

 

 

Senior secured loan ($369,212 par due 2/2010)

 

14.25% (Libor + 4.00% cash, 5.00% PIK/Q)

 

3/1/06

 

369,212

 

369,212

 

$

1.00

{4}

 

 

 

       

 

 

 

Senior secured loan ($531,180 par due 2/2010)

 

14.25% (Libor + 4.00% cash, 5.00% PIK/Q)

 

3/1/06

 

531,180

 

531,180

 

$

1.00

{4} {3}

 

 

 

 

 

 

 

 

 

 

 

 

 

25,725,493

 

25,725,493

 

 

 

3.26

%

 

 

14




 

Consumer Products - Durable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Berkline/Benchcraft Holdings LLC

 

Furniture manufacturer and

 

Junior secured loan ($5,000,000 par due 5/2012)

 

15.25% (Base Rate + 5.00%, 2.00%PIK/D)

 

11/3/04

 

5,000,000

 

504,206

 

$

0.10

{2}

 

 

 

 

distributor

 

Preferred units (2,536 units)

 

 

 

10/8/04

 

1,046,343

 

 

$

{5}

 

 

 

 

 

 

Warrants to purchase 483,020 units

 

 

 

10/8/04

 

2,752,559

 

 

$

{5}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Innovative Brands, LLC

 

Consumer products and personal care manufacturer

 

Senior Secured Loan ($13,000,000 par due 9/2011)

 

11.13%

 

10/12/06

 

13,000,000

 

13,000,000

 

$

1.00

 

 

 

 

 

 

 

Senior Secured Loan ($12,000,000 par due 9/2011)

 

11.13%

 

10/12/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

33,798,902

 

25,504,206

 

 

 

3.23

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Computers and Electronics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RedPrairie Corporation

 

Software manufacturer

 

Junior secured loan ($12,00,000 par due 1/2013)

 

11.87% (Libor + 6.50%/Q)

 

7/13/06

 

12,000,000

 

12,000,000

 

$

1.00

{3}

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

X-rite, Incorporated

 

Artwork software manufacturer

 

Junior secured loan ($10,000,000 par due 7/2013)

 

10.37% (Libor + 5.00%/Q)

 

7/6/06

 

10,000,000

 

10,000,000

 

$

1.00

 

 

 

 

 

 

 

 

 

 

 

 

 

22,000,000

 

22,000,000

 

 

 

2.79

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cargo Transport

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Kenan Advantage Group, Inc.

 

Fuel transportation provider

 

Senior subordinated notes ($9,198,136 par due 12/2013)

 

9.5% cash, 3.50% PIK

 

12/15/05

 

9,198,136

 

9,198,136

 

$

1.00

{4}

 

 

 

 

 

 

Senior secured loan ($2,475,008 par due 12/2011)

 

8.36% (Libor + 3.00%/Q)

 

12/15/05

 

2,475,008

 

2,475,008

 

$

1.00

{3}

 

 

 

 

 

 

Preferred stock (10,984 shares)

 

 

 

12/15/05

 

1,098,400

 

1,098,400

 

$

100.00

{5}

 

 

 

 

 

 

Common stock (30,575 shares)

 

 

 

12/15/05

 

30,575

 

30,575

 

$

1.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

12,802,119

 

12,802,119

 

 

 

1.62

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farming and Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The GSI Group, Inc.

 

Agricultural equipment manufacturer

 

Senior notes ($10,000,000 par due 5/2013)

 

12.00%

 

5/11/05

 

10,000,000

 

10,000,000

 

$

1.00

 

 

 

 

 

 

 

Common stock (7,500 shares)

 

 

 

5/12/05

 

750,000

 

750,000

 

$

100.00

{5}

 

 

 

 

 

 

 

 

 

 

 

 

10,750,000

 

10,750,000

 

 

 

1.36

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Housing - Building Materials

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HB&G Building Products

 

Synthetic and wood product manufacturer

 

Senior subordinated loan ($8,655,829 par due 3/2011)

 

13.00% cash, 2.00% PIK

 

10/8/04

 

8,655,829

 

8,663,415

 

$

1.01

{2} {4}

 

 

 

 

 

 

Common stock (2,743 shares)

 

 

 

10/8/04

 

752,888

 

752,888

 

$

274.48

{5}

 

 

 

 

 

 

Warrants to purchase (4,464 shares)

 

 

 

10/8/04

 

652,503

 

652,503

 

$

146.17

{5}

 

 

 

 

 

 

 

 

 

 

 

 

10,061,220

 

10,068,806

 

 

 

1.28

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

$

1,245,758,040

 

$

1,235,821,836

 

 

 

 

 

 


{1} We do not “Control” any of our portfolio companies, as defined in the Investment Company Act of 1940 (the “1940 Act”).  In general, under the 1940 Act, we would “Control” a portfolio company if we owned 25% or more of its voting securities.  All of our portfolio company investments are subject to legal restriction on sales which as of December 31, 2006 represented 157% of the Company’s net assets.

{2} Pledged as collateral for the CP Funding Facility and unless otherwise noted, all other investments are pledged as collateral for the Revolving Credit Facility (see Note 7 to the consolidated financial statements).

{3} Pledged as collateral for the ARCC CLO and unless otherwise noted, all other investments are pledged as collateral for the Revolving Credit Facility (see Note 7 to the consolidated financial statements).

{4} Has a payment-in-kind interest feature (see Note 2 to the consolidated financial statements).

{5} Non-income producing at December 31, 2006.

{6} For the year ended December 31, 2006, for this portfolio company there were total purchases of $5,000,000, redemptions of $7,528,880 (cost), sales of $6,054,725 (cost),  interest income of $176,732, other income of $3,125, net realized gains of $47,283 and net unrealized gains of $3,440,585.

{7} For the year ended December 31, 2006, for this portfolio company there were total redemptions of $1,385,417 (cost), interest income of $2,356,449 other income of $83,567 and net unrealized losses of $2,438,800.

{8} For the year ended December 31, 2006, for this portfolio company there were total purchases of $23,754,739 redemptions of $13,065,631 (cost), interest income of $4,523,901, capital structuring service fees of $350,000 and other income of $124,297.

{9} For the year ended December 31, 2006, for this portfolio company there were total purchases of $41,782,342, redemptions of $20,025,000 (cost), interest income of $2,061,440, capital structuring service fees of $583,810 and other income of $19,219.

{10} For the year ended December 31, 2006, there were total purchases of $25,682,89, interest income of $1,4,58,918 and dividend income of $242,148.

{11} For the year ended December 31, 2006, there were total purchases of $30,000,000, redemptions of $125,000 (cost), interest income of $1,647,946 and capital structuring service fees of $250,000.

{12} For the year ended December 31, 2006, there were total purchases of $14,000,000, interest income of $463,266 and capital structuring service fees of $200,000.

{13} For the year ended December 31, 2006, there were total purchases of $9,032,978.

15




{14} For the year ended December 31, 2006, there were total purchases of $60,000,000.

{15} Non-U.S. company or principal place of business outside the U.S.

{16} Non-registered investment company.

{17} A majority of the variable rate loans to our portfolio companies bear interest at a rate that may be determined by reference to either Libor or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset semi-annually (S), quarterly (Q), bi-monthly (B) monthly (M) or daily (D).  For each such loan, we have provided the current interest rate in effect at December 31, 2006.

{18} In addition to the interest earned based on the stated interest rate of this security, we are entitled to receive an additional interest amount of 2.50% on $24,166,667 aggregate principal amount of the portfolio company’s senior term debt previously syndicated by us.

{19} Under the 1940 Act, we are required to deem this non-controlled and non-related portfolio company an “affiliated” company, because we own more than 5% of the portfolio company’s outstanding voting securities.

16




ARES CAPITAL CORPORATION AND SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2007 (unaudited)

 

 

 

Common Stock

 

Capital in Excess
of Par Value

 

Accumulated
Undistributed
Net Investment
income

 

Accumulated
Net Realized
Gains (Losses)
on Sale of
Investments

 

Net Unrealized
Appreciation
(Depreciation)
on Investments

 

Total
Stockholders’
Equity

 

 

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2006

 

52,036,527

 

$

52,037

 

$

785,192,573

 

$

7,038,469

 

$

7,086,529

 

$

(9,936,204

)

$

789,433,404

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued in connection with dividend reinvestment plan

 

404,483

 

404

 

7,283,632

 

 

 

 

 

 

 

7,284,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock from add-on offerings (net of offering and underwriting costs)

 

17,316,578

 

17,316

 

301,808,111

 

 

 

 

 

 

 

301,825,427

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in stockholders’ equity resulting from operations

 

 

 

 

 

 

 

43,935,799

 

(7,523,787

)

20,744,149

 

57,156,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend declared ($0.82 per share)

 

 

 

 

 

 

 

(50,558,873

)

 

 

 

 

(50,558,873

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2007

 

69,757,588

 

$

69,757

 

$

1,094,284,316

 

$

415,395

 

$

(437,258

)

$

10,807,945

 

$

1,105,140,155

 

 

17




ARES CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2006 (unaudited)

 

 

 

Common Stock

 

Capital in
Excess of Par
Value

 

Accumulated
Undistributed
Net
Investment
income

 

Accumulated
Net Realized
Gains (Losses)
 on Sale of
Investments

 

Net Unrealized
Appreciation
(Depreciation)
on Investments

 

Total
Stockholders’
Equity

 

 

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2005

 

37,909,484

 

$

37,910

 

$

559,192,554

 

$

 

$

5,765,225

 

$

4,616,510

 

$

569,612,199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued in connection with dividend reinvestment plan

 

297,770

 

298

 

4,999,876

 

 

 

 

5,000,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in stockholders’ equity resulting from operations

 

 

 

 

20,984,431

 

24,490,874

 

(14,939,591

)

30,535,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend declared ($0.74 per share)

 

 

 

 

(20,984,431

)

(7,179,522

)

 

(28,163,953

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2006

 

38,207,254

 

$

38,208

 

$

564,192,430

 

$

 

$

23,076,577

 

$

(10,323,081

)

$

576,984,134

 

 

18




ARES CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

For the Six

 

For the Six

 

 

 

Months Ended

 

Months Ended

 

 

 

June 30, 2007

 

June 30, 2006

 

 

 

(unaudited)

 

(unaudited)

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net increase in stockholders’ equity resulting from operations

 

$

57,156,161

 

$

30,535,714

 

Adjustments to reconcile net increase in stockholders’ equity resulting from operations:

 

 

 

 

 

Net realized losses (gains) from investment transactions

 

7,523,787

 

(24,490,874

)

Net unrealized losses (gains) from investment transactions

 

(20,744,149

)

14,939,591

 

Net accretion of discount on securities

 

(577,689

)

(20,292

)

Increase in accrued payment-in-kind dividends and interest

 

(5,733,582

)

(2,555,781

)

Amortization of debt issuance costs

 

1,012,284

 

819,147

 

Depreciation

 

203,478

 

49,302

 

Proceeds from sale and redemption of investments

 

341,033,540

 

165,065,734

 

Purchases of investments

 

(731,690,948

)

(456,011,118

)

Changes in operating assets and liabilities:

 

 

 

 

 

Interest receivable

 

(7,845,256

)

(2,025,940

)

Other assets

 

569,052

 

(1,823,595

)

Accounts payable and accrued expenses

 

190,528

 

5,869,978

 

Management and incentive fees payable

 

(442,336

)

6,569,562

 

Interest and facility fees payable

 

1,044,457

 

2,792,017

 

Interest payable to the Investment Adviser

 

 

(154,078

)

 

 

 

 

 

 

Net cash used in operating activities

 

(358,300,673

)

(260,440,633

)

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Net proceeds from issuance of common stock

 

301,825,427

 

 

Borrowings on debt

 

370,000,000

 

374,200,000

 

Repayments on debt

 

(300,000,000

)

(47,000,000

)

Credit facility financing costs

 

(245,000

)

 

Underwriting costs payable to the Investment Adviser

 

 

(2,475,000

)

Dividends paid in cash

 

(43,274,837

)

(36,053,004

)

 

 

 

 

 

 

Net cash provided by financing activities

 

328,305,590

 

288,671,996

 

 

 

 

 

 

 

CHANGE IN CASH AND CASH EQUIVALENTS

 

(29,995,083

)

28,231,363

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

91,538,878

 

16,613,334

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

61,543,795

 

$

44,844,697

 

 

 

 

 

 

 

Supplemental Information:

 

 

 

 

 

Interest paid during the period

 

$

13,764,455

 

$

2,571,846

 

Taxes paid during the period

 

$

605,923

 

$

1,010,000

 

Dividends declared during the period

 

$

50,558,873

 

$

28,163,953

 

 

19




ARES CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2007 (unaudited)

1.              ORGANIZATION

Ares Capital Corporation (the “Company” or “ARCC” or “we”) is a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland that is regulated as a business development company under the Investment Company Act of 1940 (the “1940 Act”). We were incorporated on April 16, 2004 and initially funded on June 23, 2004. On October 8, 2004, we completed our initial public offering (the “IPO”).  On the same date, we commenced substantial investment operations.

The Company has qualified and has elected to be treated for tax purposes as a regulated investment company, or a “RIC”, under the Internal Revenue Code of 1986, as amended (the “Code”).  The Company expects to continue to qualify to be treated for tax purposes as a RIC.  Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior loans and mezzanine debt, which in some cases includes an equity component, and, to a lesser extent, in equity investments in private U.S. middle market companies.

We are externally managed by Ares Capital Management LLC (the “Investment Adviser”), an affiliate of Ares Management LLC (“Ares Management”), an independent Los Angeles based firm that manages investment funds.  Ares Operations LLC (“Ares Administration”), an affiliate of Ares Management, provides the administrative services necessary for us to operate pursuant to an amended and restated administration agreement (the “Administration Agreement”).

Interim financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim period, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2007.

2.              SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with GAAP, and include the accounts of the Company and its wholly owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented. All significant intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include short-term, liquid investments in a money market fund.  Cash and cash equivalents are carried at cost which approximates fair value.

Concentration of Credit Risk

The Company places its cash and cash equivalents with financial institutions and, at times, cash held in money market accounts may exceed the Federal Deposit Insurance Corporation insured limit.

Investments

Investment transactions are recorded on the trade date.  Realized gains or losses are computed using the specific identification method.  Investments for which market quotations are readily available are valued at such market

20




quotations. Debt and equity securities that are not publicly traded or whose market price is not readily available are valued at fair value as determined in good faith by our board of directors based on the input of our management and audit committee. In addition, the board of directors currently receives input from independent valuation firms that have been engaged at the direction of the board to assist in the valuation of each portfolio investment at least once during a trailing 12 month period.  The valuation process is conducted at the end of each fiscal quarter, with approximately a quarter of our valuations of portfolio companies without market quotations subject to review by an independent valuation firm each quarter.  The types of factors that the board may take into account in fair value valuation of our investments include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. Because there is not a readily available market value for most of the investments in our portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith by our board under a valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize.

With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

·                   Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment.

·                   Preliminary valuation conclusions are then documented and discussed with our management.

·                   The audit committee of our board of directors reviews these preliminary valuations, as well as the input of an independent valuation firm with respect to the valuations of approximately a quarter of our portfolio companies.

·                   The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our management and audit committee and independent valuation firms.

Interest Income Recognition

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis.  Discounts and premiums on securities purchased are accreted/amortized over the life of the respective security using the effective yield method.  The amortized cost of investments represents the original cost adjusted for the accretion of discounts and amortizations of premiums.

Loans are generally 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. 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.  The Company may make exceptions to this if the loan has sufficient collateral value and is in the process of collection.  As of June 30, 2007, we had no loans placed on non-accrual status.  As of December 31, 2006, $5,000,000 par amount of loans were placed on non-accrual status.

Payment in Kind Interest

The Company has loans in its portfolio that contain a payment-in-kind (“PIK”) provision.  The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income.  To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends even though the Company has not yet collected the cash.  For the

21




three and six months ended June 30, 2007, $3,646,222 and $5,733,582 in PIK income was recorded.  For the three and six months ended June 30, 2006, $1,610,327 and $2,555,781 in PIK income was recorded.

Capital Structuring Service Fees

The Company’s Investment Adviser seeks to provide assistance to our portfolio companies in connection with the Company’s investments and in return the Company may receive fees for capital structuring services. These fees are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Company’s Investment Adviser provides vary by investment, but generally consist of reviewing existing credit facilities, arranging bank financing, arranging equity financing, structuring financing from multiple lenders, structuring financing from multiple equity investors, restructuring existing loans, raising equity and debt capital, and providing general financial advice, which concludes upon closing of the investment.   Any services of the above nature subsequent to the closing would generally generate a separate fee payable to the Company. In certain instances where the Company is invited to participate as a co-lender in a transaction and does not provide significant services in connection with the investment, a portion of loan fees paid to the Company in such situations will be deferred and amortized over the estimated life of the loan. The Company’s Investment Adviser may also take a seat on the board of directors of a portfolio company, or observe the meetings of the board of directors without taking a formal seat.

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)           Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.

(2)           Purchases and sales of investment securities (and related income and expenses) — at the rates of exchange prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate the portion of its results of operations based on changes in foreign exchange rates from the portion of its results of operations based on changes in the fair value of its investments.  Such exchange rate fluctuations are included with the net realized and unrealized gains or losses from investments.  Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities.  These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in their markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Offering Expenses

The Company’s offering costs were charged against the proceeds from the February Add-on Offering (as defined in Note 10) and the April Add-on Offering (as defined in Note 10) when received.  For the six months ended June 30, 2007, the Company incurred approximately $673,000 of such costs.

Debt Issuance Costs

Debt issuance costs are being amortized over the life of the debt obligation using the straight line method, which closely approximates the effective yield method.

Federal Income Taxes

The Company has qualified and elected, and intends to continue to qualify, for the tax treatment applicable to regulated investment companies under Subchapter M of the Code and, among other things, has made and intends to continue to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes.  In order to qualify as a RIC, among other factors, the Company is required to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year.

22




Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as required.  To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.  For the three months ended June 30, 2007, the Company recorded a provision of approximately $34,000.  For the six months ended June 30, 2007 the Company recognized a net benefit of approximately $30,000 for federal excise tax, which consisted of the current year estimated excise tax expense net of a tax benefit recognized to reverse an over-accrual of estimated excise tax at December 31, 2006.  For the three and six months ended June 30, 2006, the Company recorded a provision of approximately $727,000 and $826,000, respectively for Federal excise tax.

Certain of our wholly owned subsidiaries are subject to federal and state income taxes.  For the three and six months ended June 30, 2007, we recognized tax benefits of approximately $77,000 and $3,000, respectively, for these subsidiaries.  For the three and six months ended June 30, 2006, we recorded a tax provision of approximately $4,244,000 and $4,354,000, respectively, for these subsidiaries.

Dividends

Dividends and distributions to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed at least annually, although we may decide to retain such capital gains for re-investment.

We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash dividend, then our stockholders who have not ‘‘opted out’’ of our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of actual and contingent assets and liabilities at the date of the financial statements and the reported amounts of income or loss and expenses during the reporting period.  Actual results could differ from those estimated or assumed. Significant estimates include the valuation of investments.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments approximate fair value.  The carrying value of interest and open trade receivables, accounts payable and accrued expenses, as well as the credit facilities payable approximate fair value due to their short maturity.  The fair value of the CLO Notes (as defined in Note 7) approximates the carrying value as the variable interest rates are considered to be at market.

3.              AGREEMENTS

The Company has entered into an amended and restated investment advisory and management agreement (the “Advisory Agreement”) with the Investment Adviser under which the Investment Adviser, subject to the overall supervision of our board of directors, provides investment advisory services to the Company. For providing these services, the Investment Adviser receives a fee from us, consisting of two components—a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.5% of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds).  The base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the two most recently completed calendar quarters.

The incentive fee has two parts.  One part is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the quarter.  Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and

23




consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the administration agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with payment-in-kind interest, preferred stock with payment-in-kind dividends and zero coupon securities, accrued income that we have not yet received in cash. The Investment Adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income.

Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets (defined as total assets less indebtedness) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 2.00% per quarter.

We pay the Investment Adviser an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

·                   no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate;

·                   100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.50% in any calendar quarter. We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.50%) as the “catch-up” provision. The “catch-up” is meant to provide our Investment Adviser with 20% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 2.50% in any calendar quarter; and

·                   20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.50% in any calendar quarter.

These calculations are adjusted for any share issuances or repurchases during the quarter.

The second part of the incentive fee (the “Capital Gains Fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement, as of the termination date), commencing with the calendar year ending on December 31, 2004, and  is calculated at the end of each applicable year by subtracting (a) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (b) the Company’s cumulative aggregate realized capital gains, in each case calculated from October 8, 2004.  If such amount is positive at the end of such year, then the Capital Gains Fee for such year is equal to 20.0% of such amount, less the aggregate amount of Capital Gains Fees paid in all prior years.  If such amount is negative, then there is no Capital Gains Fee for such year.

The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.

The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.

The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gains Fee calculation date and (b) the accreted or amortized cost basis of such investment.

We defer cash payment of any incentive fee otherwise earned by the Investment Adviser if during the most recent four full calendar quarter period ending on or prior to the date such payment is to be made the sum of (a) the aggregate distributions to our stockholders and (b) the change in net assets (before taking into account any incentive fees payable during that period) is less than 8.0% of our net assets at the beginning of such period.  These

24




calculations were appropriately pro rated during the first three calendar quarters following October 8, 2004 and are adjusted for any share issuances or repurchases.

For the three and six months ended June 30, 2007, we incurred $5,814,174, and $10,903,671, respectively, in base management fees and $6,228,506 and $10,983,170, respectively, in incentive management fees related to pre-incentive fee net investment income.  For the three and six months ended June 30, 2007, we accrued no incentive management fees related to net realized capital gains.   As of June 30, 2007, $12,042,680 was unpaid and included in management and incentive fees payable in the accompanying consolidated balance sheet.

For the three and six months ended June 30, 2006, we incurred $3,107,197 and $5,650,856, respectively, in base management fees and $4,083,937 and $7,006,821, respectively, in incentive management fees related to pre-incentive fee net investment income. For the three and six months ended June 30, 2006, we accrued $2,856,462 in incentive management fees related to net realized capital gains.

We also entered into the Administration Agreement with Ares Administration under which Ares Administration furnishes us with office, equipment and clerical, bookkeeping and record keeping services at our office facilities. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of Ares Administration’s overhead and other expenses incurred in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our officers and their respective staffs.  Under the Administration Agreement, Ares Administration also performs or oversees the performance of our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, Ares Administration assists us in determining and publishing the net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, Ares Administration also provides on our behalf, managerial assistance to those portfolio companies to which we are required to provide such assistance.  The Administration Agreement may be terminated by either party without penalty upon 60-days’ written notice to the other party.

For the three and six months ended June 30, 2007, we incurred $235,000 and $445,357, respectively, in administrative fees.  As of June 30, 2007, $235,000 was unpaid and included in accounts payable and accrued expenses in the accompanying consolidated balance sheet.

For the three and six months ended June 30, 2006, we incurred $188,488 and $366,025, respectively, in administrative fees.

4.              EARNINGS PER SHARE

The following information sets forth the computation of basic and diluted net increase in stockholders’ equity per share resulting from operations for the three and six months ended June 30, 2007:

 

Three months

 

Six months

 

 

 

ended

 

ended

 

 

 

June 30, 2007

 

June 30, 2007

 

 

 

 

 

 

 

Numerator for basic and diluted net increase in stockholders’ equity resulting from operations per share:

 

$

33,567,333

 

$

57,156,161

 

 

 

 

 

 

 

Denominator for basic and diluted net increase in stockholders’ equity resulting from operations per share:

 

68,806,785

 

61,375,116

 

 

 

 

 

 

 

Basic and diluted net increase in stockholders’ equity resulting from operations per share:

 

$

0.49

 

$

0.93

 

 

The following information sets forth the computation of basic and diluted net increase in stockholders’ equity per share resulting from operations for the three and six months ended June 30, 2006:

25




 

 

Three months

 

Six months

 

 

 

ended

 

ended

 

 

 

June 30, 2006

 

June 30, 2006

 

 

 

 

 

 

 

Numerator for basic and diluted net increase in stockholders’ equity resulting from operations per share:

 

$

16,692,680

 

$

30,535,714

 

 

 

 

 

 

 

Denominator for basic and diluted net increase in stockholders’ equity resulting from operations per share:

 

38,089,889

 

38,039,574

 

 

 

 

 

 

 

Basic and diluted net increase in stockholders’ equity resulting from operations per share:

 

$

0.44

 

$

0.80

 

 

5.              INVESTMENTS

Under the 1940 Act, we are required to separately identify non-controlled investments where we own more than 5% of a portfolio company’s outstanding voting securities as “affiliated companies.”  In addition, under the 1940 Act, we are required to separately identify investments where we own more than 25% of a portfolio company’s outstanding voting securities as “control affiliated companies.”  Notwithstanding the foregoing, we had no existing control relationship with any of the portfolio companies identified as “affiliated companies” or “control affiliated companies” prior to making the indicated investment.

For the three months ended June 30, 2007, the Company funded (A) $250.2 million aggregate principal amount of senior term debt, (B) $77.2 million aggregate principal amount of senior subordinated debt and (C) $65.2 million of investments in equity securities.

In addition, for the three months ended June 30, 2007, (1) $36.7 million aggregate principal amount of senior term debt and (2) $25.9 million of senior subordinated debt was redeemed.  Additionally, $159.8 million aggregate principal amount of senior term debt was sold.

As of June 30, 2007, investments and cash and cash equivalents consisted of the following:

 

Amortized Cost

 

Fair Value

 

Cash and cash equivalents

 

$

61,543,795

 

$

61,543,795

 

Senior term debt

 

1,023,765,974

 

1,019,855,888

 

Senior notes

 

10,000,000

 

11,600,000

 

Senior subordinated debt

 

361,509,201

 

361,503,842

 

Equity securities

 

209,930,122

 

223,053,512

 

Total

 

$

1,666,749,092

 

$

1,677,557,037

 

 

As of December 31, 2006, investments and cash and cash equivalents consisted of the following:

 

Amortized Cost

 

Fair Value

 

Cash and cash equivalents

 

$

91,538,878

 

$

91,538,878

 

Senior term debt

 

796,857,471

 

791,677,723

 

Senior notes

 

10,000,000

 

10,000,000

 

Senior subordinated debt

 

299,881,314

 

299,877,755

 

Equity securities

 

139,019,255

 

134,266,358

 

Total

 

$

1,337,296,918

 

$

1,327,360,714

 

 

The amortized cost represents the original cost adjusted for the accretion of discounts and amortization of premiums on debt using the effective interest method.

The industry and geographic compositions of the portfolio at fair value at June 30, 2007 and December 31, 2006 were as follows:

Industry

 

June 30, 2007

 

December 31, 2006

 

Health Care

 

21.5

%

14.4

%

Other Services

 

10.8

 

12.2

 

Printing/Publishing

 

9.1

 

9.5

 

Education

 

8.7

 

5.1

 

Financial

 

7.9

 

5.6

 

Retail

 

7.8

 

6.0

 

Consumer Products

 

6.2

 

8.0

 

Manufacturing

 

4.5

 

7.7

 

Restaurants

 

4.5

 

6.4

 

Containers/Packaging

 

4.5

 

6.7

 

Environmental Services

 

4.3

 

5.4

 

Beverage/Food/Tobacco

 

3.1

 

4.3

 

Computers/Electronics

 

1.8

 

1.8

 

Aerospace and Defense

 

1.6

 

2.1

 

Broadcasting/Cable

 

1.3

 

2.1

 

Farming and Agriculture

 

1.0

 

0.9

 

Cargo Transport

 

0.8

 

1.0

 

Homebuilding

 

0.6

 

0.8

 

Total

 

100.0

%

100.0

%

 

26




 

Geographic Region

 

June 30, 2007

 

December 31, 2006

 

Mid-Atlantic

 

24.6

%

29.4

%

Midwest

 

24.2

 

19.2

 

West

 

22.6

 

21.6

 

Southeast

 

17.8

 

21.3

 

International

 

7.0

 

2.8

 

Northeast

 

3.8

 

5.7

 

Total

 

100.0

%

100.0

%

 

6.              COMMITMENTS AND CONTINGENCIES

As of June 30, 2007, the Company had committed to make a total of approximately $260.6 million of investments in various revolving senior secured and subordinated loans.  As of June 30, 2007, $181.4 million was unfunded.  Additionally, $216.2 million of the $260.6 million in commitments extend beyond the maturity date of our Revolving Credit Facility (as defined in Note 7).  Included within the $260.6 million in commitments in revolving secured and subordinated loans are commitments to issue up to $9.9 million in standby letters of credit through a financial intermediary on behalf of certain portfolio companies.  Under these arrangements, the Company would be required to make payments to third-party beneficiaries if the portfolio companies were to default on their related payment obligations.  As of June 30, 2007, the Company had $9.2 million in standby letters of credit issued and outstanding on behalf of the portfolio companies, of which no amounts were recorded as a liability.   Of these letters of credit, $500,000 expire on August 31, 2010, $6.1 million expire on February 28, 2009 and $2.6 million expire on September 30, 2007.   These letters of credit may be extended under substantially similar terms for additional one-year terms at the Company’s option until the Revolving Credit Facility, under which the letters of credit were issued, matures on December 28, 2010.

As of June 30, 2007, the Company was subject to a subscription agreement to fund up to $6.8 million of equity commitments in a private equity investment partnership.  As of June 30, 2007, $1.2 million was funded to this partnership.

As of December 31, 2006, the Company had committed to make a total of approximately $174.0 million of investments in various revolving senior secured and subordinated loans.  As of December 31, 2006, $117.0 million was unfunded.  Additionally, $129.8 million of the $174.0 million in commitments extended beyond the maturity date of our Revolving Credit Facility.  Included within the $174.0 million in commitments in revolving senior secured and subordinated loans were commitments to issue up to $3.8 million in standby letters of credit through a financial intermediary on behalf of certain portfolio companies.  Under these arrangements, the Company would be required to make payments to third-party beneficiaries if the portfolio companies were to default on their related payment obligations.  As of December 31, 2006, the Company had $2.8 million in standby letters of credit issued and outstanding on behalf of the portfolio companies, of which no amounts were recorded as a liability.

As of December 31, 2006, the Company was subject to a subscription agreement to fund up to $10.0 million of equity commitments in a private equity investment partnership.  As of December 31, 2006, $225,000 was funded to this partnership.

7.              BORROWINGS

In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing.  On October 29, 2004, we formed Ares Capital CP Funding LLC (“Ares Capital CP”), a wholly owned subsidiary of the Company, through which we established a revolving credit facility (the “CP Funding Facility”).  On November 3, 2004, we entered into the CP Funding Facility that, as amended, allows Ares Capital CP to issue up to $350.0 million of variable funding certificates. As of June 30, 2007, there was $85.0 million outstanding under the CP Funding Facility and we

27




continue to be in compliance with all of the limitations and requirements of the CP Funding Facility.  As of December 31, 2006 there was $15.0 million outstanding under the CP Funding Facility.

The CP Funding Facility is scheduled to expire on October 31, 2007 (unless extended prior to such date with the consent of the lenders) and is secured by all of the assets held by Ares Capital CP, which as of June 30, 2007 consisted of 21 investments. At expiration, at our election, any principal amounts then outstanding will be amortized over a 24-month period from the termination date.  Under the terms of the CP Funding Facility, we are required to pay a renewal fee of 0.375% of the total amount available for borrowing on or around each November 3rd.

The interest charged on the indebtedness incurred under our CP Funding Facility is based on the commercial paper rate plus 0.70% and is payable quarterly.  As of June 30, 2007, the commercial paper rate was 5.3601% and as of December 31, 2006 the commercial paper rate was 5.3481%.   For the three and six months ended June 30, 2007, the average interest rate (commercial paper rate plus the spread) was 6.04%. For the three and six months ended June 30, 2006, the average interest rate was 5.73% and 5.50%, respectively.  For the three and six months ended June 30, 2007, the average outstanding balance was $131,725,275 and $91,646,409, respectively.  For the three and six months ended June 30, 2006, the average outstanding balance was $87,749,451 and $78,145,856, respectively. For the three and six months ended June 30, 2007, the interest expense incurred was $1,996,832 and $2,794,709, respectively. For the three and six months ended June 30, 2006, the interest expense incurred was $1,265,069 and $2,190,906, respectively. Cash paid for interest expense during the six months ended June 30, 2007 and June 30, 2006 was $937,700 and $1,147,470, respectively.

The Company is also required to pay a commitment fee for any unused portion of the CP Funding Facility.  Currently, the commitment fee is equal to 0.125% per annum calculated based on an amount equal to $200.0 million less the borrowings outstanding under the CP Funding Facility.  As soon as the borrowings outstanding under the CP Funding Facility equal or exceed $200.0 million, the fee is calculated based on an amount equal to $350.0 million less the borrowings outstanding under the CP Funding Facility.  For the three and six months ended June 30, 2007, the commitment fee incurred was $21,872 and $67,855, respectively. For the three and six months ended June 30, 2006, the commitment fee incurred was $66,313 and $136,451, respectively.

In December 2005, we entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) under which the lenders agreed to extend credit to the Company in an initial aggregate principal amount not exceeding $250 million at any one time outstanding.  The Revolving Credit Facility also includes an “accordion” feature that allows us to increase the size of the Revolving Credit Facility to a maximum of $500 million under certain circumstances.  On March 1, 2007, in accordance with this “accordion” feature of the Revolving Credit Facility, we increased the aggregate principal amount of the Revolving Credit Facility by $100.0 million to a total of $350.0 million.  The Revolving Credit Facility expires on December 28, 2010 and with certain exceptions is secured by substantially all of the assets in our portfolio (other than investments held by Ares Capital CP under the CP Funding Facility and those held as a part of the Debt Securitization, discussed below) which as of June 30, 2007 consisted of 137 investments.

As of June 30, 2007, there was $153.0 million outstanding under the Revolving Credit Facility and the Company continues to be in compliance with all of the limitations and requirements of the Revolving Credit Facility.  As of December 31, 2006, there was $193.0 million outstanding under the Revolving Credit Facility.

The interest charged under the Revolving Credit Facility is generally based on LIBOR (one, two, three or six month) plus 1.00%.  As of June 30, 2007, the one, two, three and six month LIBOR were 5.32%, 5.34%, 5.36% and 5.39%, respectively.  As of December 31, 2006, the one, two, three and six month LIBOR were 5.32%, 5.35%, 5.36% and 5.37%, respectively.  For the three and six months ended June 30, 2007, the average interest rate was 7.03% and 6.56%, respectively.  For the three and six months ended June 30, 2006, the average interest rate was 6.73% and 6.69%, respectively. For the three and six months ended June 30, 2007, the average outstanding balance was $40,967,033 and $121,044,199, respectively. For the three and six months ended June 30, 2006, the average outstanding balance was $177,934,066 and $96,154,696, respectively. For the three and six months ended June 30, 2007, the interest expense incurred was $717,552 and $3,938,799, respectively. For the three and six months ended June 30, 2006, the interest expense incurred was $2,985,726 and $3,189,986, respectively. Cash paid for interest expense during the six months ended June 30, 2007 and June 30, 2006 was $4,591,988 and $1,424,375, respectively.  The Company is also required to pay a commitment fee of 0.20% for any unused portion of the Revolving Credit Facility.  For the three and six months ended June 30, 2007, the commitment fee incurred was $38,690 and

28




$189,776, respectively. For the three and six months ended June 30, 2006, the commitment fee incurred was $34,710 and $149,288, respectively.

As of June 30, 2007, the Company had $10.0 million in standby letters of credit issued through the Revolving Credit Facility.  As of December 31, 2006, the Company had $3.7 million in standby letters of credit issued through the Revolving Credit Facility.

On July 7, 2006, through our wholly owned subsidiary, ARCC CLO 2006 LLC (“ARCC CLO”), we completed a $400.0 million debt securitization (the “Debt Securitization”) and issued approximately $314.0 million principal amount of asset-backed notes (including a $50.0 million revolver, all of which was drawn as of June 30, 2007) (the ”CLO Notes”) to third parties that were secured by a pool of middle market loans that have been purchased or originated by the Company.  The CLO Notes are included in the June 30, 2007 consolidated balance sheet. We retained approximately $86.0 million of certain BBB and non-rated securities in the Debt Securitization. The CLO Notes mature on December 20, 2019, and, as of June 30, 2007, there was $314.0 million aggregate principal amount of CLO Notes outstanding and we continue to be in compliance with all of the limitations and requirements of the Debt Securitization.  The blended pricing of the CLO Notes, excluding fees, is approximately 3-month LIBOR plus 34 basis points.

The classes, amounts, ratings and interest rates (expressed as a spread to LIBOR) of the CLO Notes are:

Class

 

Amount
(millions)

 

Rating
(S&P/Moody’s)

 

LIBOR Spread
(basis points)

 

A-1A

 

$

75

 

AAA/Aaa

 

25

 

A-1A VFN

 

50

(1)

AAA/Aaa

 

28

 

A-1B

 

14

 

AAA/Aaa

 

37

 

A-2A

 

75

 

AAA/Aaa

 

22

 

A-2B

 

33

 

AAA/Aaa

 

35

 

B

 

23

 

AA/Aa2

 

43

 

C

 

44

 

A/A2

 

70

 

Total

 

$

314

 

 

 

 

 

 


(1) Revolving class, $50.0 million of which was drawn as of June 30, 2007.

As of June 30, 2007, there were 69 investments securing the notes. The interest charged under the ARCC CLO debt securitization is based on the 3-month LIBOR which as of June 30, 2007 was 5.36%.  For the three and six months ended June 30, 2007, the effective average interest rate was 5.75% and 5.77%, respectively.  For the three and six months ended June 30, 2007, we incurred $4,296,527 and $8,245,643, respectively, of interest expense.  Cash paid for interest expense during the six months ended June 30, 2007 was $8,234,767.  The Company is also required to pay a commitment fee of 0.175% for any unused portion of the Class A-1A VFN Notes.  For the three and six months ended June 30, 2007, the commitment fee incurred was $6,396 and $22,639, respectively, on these notes.

8.              DERIVATIVE INSTRUMENTS

In 2005, we entered into a costless collar agreement in order to manage the exposure to changing interest rates related to the Company’s fixed rate investments.  The costless collar agreement is for a notional amount of $20 million, has a cap of 6.5%, a floor of 2.72% and matures in 2008.  The costless collar agreement allows us to receive an interest payment for any quarterly period when the 3-month LIBOR exceeds 6.5%, and requires us to pay an interest payment for any quarterly period when the 3-month LIBOR is less than 2.72%. The costless collar resets quarterly based on the 3-month LIBOR.  As of June 30, 2007, the 3-month LIBOR was 5.36%.  As of June 30, 2007, this agreement had no fair value.

9.              RELATED PARTY TRANSACTIONS

The underwriting costs related to our IPO were $7,425,000, or $0.675 per share.  As a part of the IPO, the Investment Adviser, on our behalf, agreed to pay the underwriters $0.225 of the $0.675 per share in underwriting discount and commissions for a total of approximately $2.5 million.  We were obligated to repay this amount, together with accrued interest  (charged at the 3-month LIBOR plus 2% starting on October 8, 2004) (a) if during any four calendar quarter period ending on or after October 8, 2005 the sum of (i) the aggregate distributions, including return of capital, if any,  to the stockholders and (ii) the change in net assets (defined as total assets less

29




indebtedness) equals or exceeds 7.0% of the net assets at the beginning of such period (as adjusted for any share issuances or repurchases) or (b) upon the Company’s liquidation.  On March 8, 2005, the Company’s board of directors approved entering into an amended and restated agreement with the Investment Adviser whereby the Company would be obligated to repay the Investment Adviser for the approximate $2.5 million only if the conditions for repayment referred to above were met before the third anniversary of the IPO.  If one or more such events did not occur on or before October 8, 2007, we would not be obligated to repay this amount to the Investment Adviser.  For the year ended December 31, 2005, the sum of our aggregate distributions to our stockholders and our change in net assets exceeded 7.0% of net assets as of December 31, 2004 (as adjusted for any share issuances).  As a result, in February 2006 we repaid this amount together with accrued interest.

In accordance with the Advisory Agreement, we bear all costs and expenses of the operation of the Company and reimburse the Investment Adviser for all such costs and expenses incurred in the operation of the Company.  For the three and six months ended June 30, 2007, the Investment Adviser incurred such expenses totaling $287,803 and $845,359, respectively. For the three and six months ended June 30, 2006, the Investment Adviser incurred such expenses totaling $93,862 and $230,727, respectively. As of June 30, 2007, $76,794 was unpaid and included in accounts payable and accrued expenses in the accompanying consolidated balance sheet.

During 2006, we entered into a sublease agreement with Ares Management, whereby Ares Management subleases approximately 25% of the office facilities that we lease, for a fixed rent equal to 25% of the basic annual rent payable by us under our lease, plus certain additional costs and expenses.  For the three and six months ended June 30, 2007, such amounts payable to the Company totaled $67,231 and $134,409, respectively.  As of June 30, 2007, there was no unpaid amounts.

As of June 30, 2007, an affiliate of Ares Management, owned 1,216,667 shares of the Company’s common stock representing approximately 1.7% of the total shares outstanding as of June 30, 2007.

See Note 3 for a description of other related party transactions.

10.           STOCKHOLDERS’ EQUITY

On January 8, 2007, we sold 409,500 shares of common stock to an underwriter pursuant to its exercise of an over-allotment option granted in the public add-on offering completed in December 2006 at $18.50 per share less an underwriting discount totaling $0.19 per share.  Total proceeds received from the sale of common stock pursuant to the over-allotment option, net of the underwriter’s discount and offering costs, were approximately $7.5 million.

On February 9, 2007, we completed a public add-on offering (the “February Add-on Offering”) of 1,382,078 shares of common stock (including the underwriter’s over-allotment option of 180,271 shares) at $19.95 per share, less an underwriting discount totaling $0.25 per share.  Total proceeds received from the February Add-on Offering, net of the underwriter’s discount and offering costs, were approximately $27.2 million.

On April 4, 2007, we completed a public add-on offering (the “April Add-on Offering”) of 15,525,000 shares of common stock (including the underwriters’ over-allotment option of 2,025,000 shares) at $17.97 per share, less an underwriting discount totaling approximately $0.72 per share.  Total proceeds received from the April add-on offering, net of the underwriters’ discount and offering costs, were approximately $267.2 million.

11.           DIVIDEND

For the three months ended June 30, 2007, the Company declared a dividend on May 10, 2007 of $0.41 per share for a total of $28.5 million.  The record date was June 15, 2007 and the dividend was distributed on June 30, 2007. For the three months ended March 31, 2007, the Company declared a dividend on March 8, 2007 of $0.41 per share for a total of $22.1 million.  The record date was March 19, 2007 and the dividend was distributed on March 30, 2007.

For the three months ended June 30, 2006, the Company declared a dividend on May 8, 2006 of $0.38 per share for a total of $14.5 million.  The record date was June 15, 2006 and the dividend was distributed on June 29, 2006. For the three months ended March 31, 2006, the Company declared a dividend on February 28, 2006 of $0.36 per share for a total of $13.7 million.  The record date was March 24, 2006 and the dividend was distributed on April 14, 2006.

30




12.          FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the six months ended June 30, 2007 and the six months ended June 30, 2006:

Per Share Data:

 

For the Six

 

For the Six

 

 

 

Months Ended

 

Months Ended

 

 

 

June 30, 2007

 

June 30, 2006

 

Net asset value, beginning of period (1)

 

$

15.17

 

$

15.03

 

 

 

 

 

 

 

Issuance of common stock

 

0.54

 

0.01

 

Effect of antidilution

 

0.02

 

 

 

 

 

 

 

 

Net investment income for period (2)

 

0.72

 

0.55

 

Net realized and unrealized gains for period (2)

 

0.21

 

0.25

 

Net increase in stockholders’ equity

 

0.93

 

0.80

 

 

 

 

 

 

 

Distributions from net investment income

 

(0.72

)

(0.55

)

Distributions from net realized capital gains on securities

 

(0.10

)

(0.19

)

Total distributions to stockholders

 

(0.82

)

(0.74

)

 

 

 

 

 

 

Net asset value at end of period (1)

 

$

15.84

 

$

15.10

 

 

 

 

 

 

 

Per share market value at end of period

 

$

16.85

 

$

16.93

 

Total return based on market value (3)

 

(7.54

)%

9.96

%

Total return based on net asset value (4)

 

6.15

%

5.33

%

Shares outstanding at end of period

 

69,757,588

 

38,207,254

 

 

 

 

 

 

 

Ratio/Supplemental Data:

 

 

 

 

 

Net assets at end of period

 

$

1,105,140,155

 

$

576,984,134

 

Ratio of operating expenses to average net assets (5) (6)

 

9.24

%

8.55

%

Ratio of net investment income to average net assets (5) (7)

 

9.39

%

8.78

%

Portfolio turnover rate (5)

 

53

%

40

%

 


(1) The net assets used equals the total stockholders’ equity on the consolidated balance sheets.

(2) Weighted average basic per share data.

(3) For the six months ended June 30, 2007, the total return based on market value equals the decrease of the ending market value at June 30, 2007 of $16.85 per share over the ending market value at December 31, 2006 of $19.11, plus the declared dividend of $0.41 per share for holders of record on June 15, 2007 and the declared dividend of $0.41 per share for holders of record on March 19, 2007, divided by the market value at December 31, 2006.  For the three months ended June 30, 2006, the total return based on market value equals the increase of the ending market value at June 30, 2006 of $16.93 per share over the ending market value at December 31, 2005 of $16.07, plus the declared dividend of $0.38 per share for holders of record on June 15, 2006 and the declared dividend of $0.36 per share for holders of record on March 24, 2006, divided by the market value at December 31, 2005. Total return based on market value is not annualized.  The Company’s shares fluctuate in value.  The Company’s performance changes over time and currently may be different than that shown.  Past performance is no guarantee of future results.

31




(4) For the six months ended June 30, 2007, the total return based on net asset value equals the change in net asset value during the period plus the declared dividend of $0.41 per share for holders of record on June 15, 2007 and the declared dividend of $0.41 per share for holders of record on March 19, 2007, divided by the beginning net asset value during the period.  The calculation was adjusted for shares issued in connection with the dividend reinvestment plan, shares issued in connection with the underwriter’s exercising in full of the over-allotment option granted to it in connection with the December 2006 add-on offering and the issuance of common stock in connection with the February Add-on Offering and April Add-on Offering.   For the six months ended June 30, 2006, the total return based on net asset value equals the change in net asset value during the period plus the declared dividend of $0.38 per share for holders of record on June 15, 2006 and the declared dividend of $0.36 per share for holders of record on March 24, 2006, divided by the beginning net asset value during the period.  The calculation was adjusted for shares issued in connection with the dividend reinvestment plan.  Total return based on net asset value is not annualized.  The Company’s performance changes over time and currently may be different than that shown.  Past performance is no guarantee of future results.

(5) The ratios reflect an annualized amount.

(6) For the six months ended June 30, 2007, the ratio of operating expenses to average net assets consisted of 2.33% of base management fees, 2.35% of incentive management fees, 3.45% of the cost of borrowing and other operating expenses of 1.11%. For the three months ended June 30, 2006, the ratio of operating expenses to average net assets consisted of 1.97% of base management fees, 3.44% of incentive management fees, 2.27% of the cost of borrowing and other operating expenses of 0.87%. These ratios reflect annualized amounts.

(7) The ratio of net investment income to average net assets excludes income taxes related to realized gains.

13.          IMPACT OF NEW ACCOUNTING STANDARDS

In July 2006, the Financial Accounting Standards Board (“FASB”) released FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (“FIN 48”).  FIN 48 provides guidance on how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements.  FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authorities.  Tax positions not deemed to satisfy the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year.  FASB required adoption of FIN 48 for fiscal years beginning after December 15, 2006, and FIN 48 is to be applied to all open tax years as of the effective date.  However, on December 22, 2006, the Securities and Exchange Commission delayed the required implementation date of FIN 48 for business development companies until June 30 , 2007.  As of June 30 , 2007, the Company evaluated the implications of FIN 48 and determined that there is no material impact on the consolidated financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements, but does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, the Company is evaluating the implications of SFAS No. 157, and its impact in the consolidated financial statements has not yet been determined.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which provides companies with an option to report selected financial assets and liabilities at fair value.  The objective of SFAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently.  SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect of the company’s choice to use fair value on its earnings.  SFAS 159 also requires entities to display the fair value of the selected assets and liabilities on the face of the balance sheet.  SFAS 159 does not eliminate disclosure requirements of other accounting standards, including fair value measurement disclosures in SFAS 157.  This Statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of Statement 157.  At this time, the Company is evaluating the implications of SFAS No. 159, and its impact in the consolidated financial statements has not yet been determined.

32




14.          SUBSEQUENT EVENTS

On July 31, 2007, the Company announced that Moody’s Investors Service assigned the Company a long-term issuer rating of Baa3 and Standard & Poor’s Ratings Service assigned the Company a long-term counterparty credit rating of BBB.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this quarterly report.  In addition, some of the statements in this report constitute forward-looking statements, which relate to future events or the future performance or financial condition of Ares Capital Corporation (the “Company,” “ARCC,” “we,” “us” and “our”). The forward-looking statements contained in this report involve risks and uncertainties, including statements as to:

·                     our future operating results;

·                     our business prospects and the prospects of our portfolio companies;

·                     the impact of investments that we expect to make;

·                     our contractual arrangements and relationships with third parties;

·                     the dependence of our future success on the general economy and its impact on the industries in which we invest;

·                     the ability of our portfolio companies to achieve their objectives;

·                     our expected financings and investments;

·                     the adequacy of our cash resources and working capital;

·                     the timing of cash flows, if any, from the operations of our portfolio companies; and

·                     the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason.  We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

OVERVIEW

We are a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland that is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940 (the “1940 Act”). We  were founded on April 16, 2004 and were initially funded on June 23, 2004. On October 8, 2004, we completed our initial public offering (the “IPO”).

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first and second lien senior loans and mezzanine debt, which in some cases includes an equity component, and, to a lesser extent, in equity investments in private U.S. middle market companies.

We are externally managed by Ares Capital Management LLC (the “Investment Adviser”), an affiliate of Ares Management LLC, an independent Los Angeles based firm that manages investment funds.  Ares Operations LLC (“Ares Administration”), an affiliate of Ares Management LLC, provides the administrative services necessary for us to operate pursuant to an amended and restated administration agreement (the “Administration Agreement).

33




As a BDC, we are required to comply with certain regulatory requirements.  For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private U.S. companies, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less.

We have qualified and elected to be treated as a regulated investment company, or a RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).  To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders at least 90% of our investment company taxable income, as defined by the Code, for each year.  Pursuant to these elections, we generally will not have to pay corporate-level taxes on any income that we distribute to our stockholders.

PORTFOLIO AND INVESTMENT ACTIVITY

For the three months ended June 30, 2007, we issued 11 new commitments in an aggregate amount of $392.9 million ($318.2 million to new portfolio companies and $74.7 million to existing portfolio companies) where the average commitment amount was approximately $35.7 million and the weighted average commitment terms were approximately 63 months, compared to 16 new commitments in an aggregate amount of $269.5 million ($194.0 million to new portfolio companies and $75.5 million to existing portfolio companies) where the average commitment amount was approximately $16.8 million and the weighted average commitment terms were approximately 67 months for the three months ended June 30, 2006. During the three months ended June 30, 2007, we funded $337.3 million of such commitments ($262.6 million to new portfolio companies and $74.7 million to existing portfolio companies) compared to funding $242.7 million of commitments ($167.2 million to new portfolio companies and $75.5 million to existing portfolio companies) for the three months ended June 30, 2006.  Also during the three months ended June 30, 2007, we had $206.7 million in exits and repayments of commitments resulting in net commitments of $186.2 million for the period.  For the three months ended June 30, 2006, we had $101.3 million in exits and repayments of commitments resulting in net commitments of $168.2 million for the period.  We have remaining contractual obligations for $60.8 million with respect to commitments funded as of June 30, 2007. The weighted average yield of debt and income producing equity securities funded during the three months ended June 30, 2007 and June 30, 2006 was approximately 11.93% and 12.25%, respectively, and the weighted average yield of debt and income producing equity securities exited or repaid during the three months ended June 30, 2007 and June 30, 2006 was approximately 11.73% and 10.44%, respectively (computed as (a) annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount earned on accruing debt divided by (b) total debt and income producing equity securities at fair value).

For the three months ended June 30, 2007, the Company funded (A) $250.2 million aggregate principal amount of senior term debt, (B) $77.2 million aggregate principal amount of senior subordinated debt and (C) $65.2 million of investments in equity securities.  For the three months ended June 30, 2006, the Company funded (1) $152.3 million aggregate principal amount of senior term debt, (2) $72.0 million aggregate principal amount of senior subordinated debt, and (3) $30.8 million of investments in equity securities.

During the three months ended June 30, 2007, (A) $36.7 million aggregate principal amount of senior term debt and (B) $25.9 million aggregate principal amount of senior subordinated debt were redeemed.  Additionally, $159.8 million aggregate principal amount of senior term debt was sold or syndicated.  As of June 30, 2007, the Company held investments in 71 portfolio companies compared to 60 portfolio companies as of December 31, 2006.  During the three months ended June 30, 2006, (1) $45.7 million aggregate principal amount of senior term debt and (2) $9.0 million aggregate principal amount of collateralized debt obligation notes were redeemed.   Additionally, $54.4 million aggregate principal amount of equity securities was sold.

The Investment Adviser employs an investment rating system to categorize our investments.  In addition to various risk management and monitoring tools, we grade all loans on a scale of 1 to 4 no less frequently than quarterly. This system is intended to reflect the performance of the borrower’s business, the collateral coverage of the loans and other factors considered relevant.   Under this system, loans with a grade of 4 involve the least amount of risk in our portfolio.  The borrower is performing above expectations and the trends and risk factors are generally favorable (including a potential exit).  Loans graded 3 involve a level of risk that is similar to the risk at the time of origination. The borrower is performing as expected and the risk factors are neutral to favorable. All new loans are initially graded 3. Loans graded 2 involve a borrower performing below expectations and indicates that the loan’s risk has increased materially since origination. The borrower may be out of compliance with debt covenants, however, loan payments are generally not more than 120 days past due. For loans graded 2, we increase procedures to monitor the borrower and we will write down the fair value of the investment if it is deemed to be impaired. A loan grade of 1 indicates that the borrower is performing materially below expectations and that the loan risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments

34




are substantially delinquent. Loans graded 1 are not anticipated to be repaid in full and we will reduce the fair market value of the investment to the amount we anticipate will be recovered.  As of June 30, 2007, the  weighted average investment grade of the debt in our portfolio was 3.0 and no loans were past due or on non-accrual.  The weighted average investment grade of the debt in our portfolio as of December 31, 2006 was 3.0.  The following is a distribution of the grades of our portfolio companies as of June 30, 2007 and December 31, 2006:

 

 

June 30, 2007

 

December 31, 2006

 

 

 

Fair Value

 

Number of Companies

 

Fair Value

 

Number of Companies

 

Grade 1

 

$

 

 

$

504,206

 

1

 

Grade 2

 

53,840,956

 

4

 

14,206,419

 

1

 

Grade 3

 

1,457,724,272

 

61

 

1,189,399,643

 

56

 

Grade 4

 

104,448,014

 

6

 

31,711,568

 

2

 

 

 

$

1,616,013,242

 

71

 

$

1,235,821,836

 

60

 

 

As of June 30, 2007, the weighted average yield of the debt and income producing equity securities in our portfolio was approximately 11.63%.  As of June 30, 2007, the weighted average yield on our entire portfolio was 10.25%.  The weighted average yield on our senior term debt, senior subordinated debt and income producing equity securities was 11.28%, 12.84% and 9.57%, respectively.  Of the senior term debt, the weighted average yield attributable to first lien senior term debt and second lien senior term debt was 11.06% and 11.71%, respectively.

As of December 31, 2006, the weighted average yield of the debt and income producing equity securities in our portfolio was approximately 11.95%.  As of December 31, 2006, the weighted average yield on our entire portfolio was 10.79%.  The weighted average yield on our senior term debt, senior subordinated debt and income producing equity securities was 11.52%, 13.16% and 10.00%, respectively.  Of the senior term debt, the weighted average yield attributable to first lien senior term debt and second lien senior term debt was 11.22% and 11.94%, respectively.

The weighted average yield on our debt and income producing equity securities was lower as of June 30, 2007 compared to the weighted average yield on our debt and income producing equity securities as of December 31, 2006 because we added a higher percentage of lower yielding first lien investments during the six months ended June 30, 2007, and the average yield on our exits and repayments was higher than the investments added during the period.

RESULTS OF OPERATIONS

For the three and six months ended June 30, 2007 and June 30, 2006

 Operating results for the three and six months ended June 30, 2007 and June 30, 2006 were as follows:

 

 

For the Three Months
Ended June 30,

 

For the Six Months
Ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Total Investment Income

 

$

47,398,918

 

$

30,489,751

 

$

87,113,941

 

$

50,681,056

 

Total Expenses

 

22,450,892

 

16,225,221

 

43,211,423

 

24,516,110

 

Net Investment Income Before Income Taxes

 

24,948,026

 

14,264,530

 

43,902,518

 

26,164,946

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense, Including Excise Tax

 

(43,447

)

4,971,635

 

(33,281

)

5,180,515

 

 Net Investment Income

 

24,991,473

 

9,292,895

 

43,935,799

 

20,984,431

 

 

 

 

 

 

 

 

 

 

 

Net Realized Gain (Loss)

 

(7,883,073

)

23,879,988

 

(7,523,787

)

24,490,874

 

Net Unrealized Gain (Loss)

 

16,458,933

 

(16,480,203

)

20,744,149

 

(14,939,591

)

 

 

 

 

 

 

 

 

 

 

Net Increase in Stockholders’ Equity Resulting From Operations

 

$

33,567,333

 

$

16,692,680

 

$

57,156,161

 

$

30,535,714

 

 

35




Investment Income

For the three months ended June 30, 2007, total investment income increased $16.9 million, or 56%, over the three months ended June 30, 2006.   For the three months ended June 30, 2007, total investment income consisted of $39.8 million in interest income from investments, $5.4 million in capital structuring service fees, $878,000 in dividend income, $703,000 in other income and $671,000 in interest income from cash and cash equivalents.  Interest income from investments increased $16.3 million, or 69%, to $39.8 million for the three months ended June 30, 2007 from $23.5 million for the comparable period in 2006.  The increase in interest income from investments was primarily due to the increase in the size of the portfolio.  The average investments, at fair value, for the quarter increased from $818.1 million in the three months ended June 30, 2006 to $1.5 billion in the comparable period in 2007.

For the six months ended June 30, 2007, total investment income increased $36.4 million, or 72%, over the six months ended June 30, 2006.   For the six months ended June 30, 2007, total investment income consisted of $73.6 million in interest income from investments, $9.7 million in capital structuring service fees, $1.1 million in other income and $1.5 million in interest income from cash and cash equivalents.  Interest income from investments increased $32.6 million, or 79%, to $73.6 million for the six months ended June 30, 2007 from $41.0 million for the comparable period in 2006.  The increase in interest income from investments was primarily due to the increase in the size of the portfolio.  The average investments, at fair value, for the period increased from $730.5 million in the six months ended June 30, 2006 to $1.3 billion in the comparable period in 2007.  Capital structuring service fees increased $2.1 million, or 28%, to $9.7 million for the six months ended June 30, 2007 from $7.6 million for the comparable period in 2006.  The increase in capital structuring service fees was primarily due to the increased amount of originations.  The amount of commitments increased from $471.9 million during the six months ended June 30, 2006 to $757.1 million during the comparable period in 2007.

Expenses

For the three months ended June 30, 2007, total expenses increased $6.2 million, or 38%, over the three months ended June 30, 2006.  Base management fees increased $2.7 million, or 87%, to $5.8 million for the three months ended June 30, 2007 from $3.1 million for the comparable period in 2006, primarily due to the increase in the size of the portfolio.  Incentive fees related to pre-incentive fee net investment income increased $2.1 million, or 53%, to $6.2 million for the three months ended June 30, 2007 from $4.1 million for the comparable period in 2006, primarily due to the increase in the size of the portfolio and the related increase in net investment income.  For the three months ended June 30, 2006 there were $2.9 million in incentive fees accrued related to realized gains compared to no incentive fees accrued related to realized gains for the three months ended June 30, 2007, due to higher net realized gains recognized during the three months ended June 30, 2006.  Net realized gains for the three months ended June 30, 2006 were $23.9 million offset by $4.2 million in income tax expense related to realized gains compared to $7.9 million in net realized losses for the three months ended June 30, 2007.  Interest expense and credit facility fees increased $2.8 million, or 59%, to $7.6 million for the three months ended June 30, 2007 from $4.8 million for the comparable period in 2006, primarily due to the significant increase in the borrowings outstanding.  There were $472.4 million in average outstanding borrowings during the three months ended June 30, 2007 compared to average outstanding borrowings of $265.7 million in the comparable period in 2006.

For the six months ended June 30, 2007, total expenses increased $18.7 million, or 76%, over the six months ended June 30, 2006.  Base management fees increased $5.2 million, or 93%, to $10.9 million for the six months ended June 30, 2007 from $5.7 million for the comparable period in 2006, primarily due to the increase in the size of the portfolio.  Incentive fees related to pre-incentive fee net investment income increased $4.0 million, or 57%, to $11.0 million for the six months ended June 30, 2007 from $7.0 million for the comparable period in 2006, primarily due to the increase in the size of the portfolio and the related increase in net investment income.  For the six months ended June 30, 2006 there were $2.9 million in incentive fees accrued related to realized gains compared to no incentive fees accrued related to realized gains for the six months ended June 30, 2007, due to higher net realized gains recognized during the six months ended June 30, 2006.   Interest expense and credit facility fees increased $9.6 million, or 148%, to $16.1 million for the six months ended June 30, 2007 from $6.5 million for the comparable period in 2006, primarily due to the significant increase in the borrowings outstanding.  The average outstanding borrowings during the six months ended June 30, 2007 were $500.9 million compared to average outstanding borrowings of $171.6 million in the comparable period in 2006.

Income Tax Expense, Including Excise Tax

The Company has qualified and elected and intends to continue to qualify for the tax treatment applicable to regulated investment companies under the Code, and, among other things, has made and intends to continue to make the requisite distributions to its stockholders which will relieve the Company from federal income taxes.

36




Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as required.  To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.  For the three months ended June 30, 2007, the Company recorded a provision of approximately $34,000.  For the six months ended June 30, 2007, the Company recognized a net benefit of approximately $30,000 for federal excise tax which consisted of the current year estimated excise tax expense net of a $64,000 tax benefit recognized to reverse an over-accrual of estimated excise tax at December 31, 2006.  For the three and six months ended June 30, 2006, the Company recorded a provision of approximately $727,000 and $826,000, respectively for federal excise tax.

Certain of our wholly owned subsidiaries are subject to federal and state income taxes.  For the three and six months ended June 30, 2007, we recognized tax benefits of approximately $77,000 and $3,000, respectively, for these subsidiaries.  For the three and six months ended June 30, 2006, we recorded a tax provision of approximately $4,244,000 and $4,354,000, respectively, for these subsidiaries.

Net Unrealized Appreciation on Investments

For the three months ended June 30, 2007, the Company’s investments had an increase in net unrealized appreciation of $16.5 million, which primarily related to the reversal of prior periods unrealized depreciation of $8.3 million for the investment in Berkline/Benchcraft Holdings LLC (“Berkline”), which was realized during the period as well as $8.9 million in net unrealized appreciation recognized during the period.  The most significant changes in unrealized appreciation were $6.3 million for the investment in Reflexite Corporation (“Reflexite”), $5.6 million for the investment in The GSI Group, Inc. (“GSI”) and $1.0 million for the investment in Waste Pro USA, Inc. (“Waste Pro”), offset by unrealized depreciation of $3.6 million for the investment in Universal Trailer Corporation (“UTC”) and $341,000 for the investment in Abingdon Investments Limited.  For the three months ended June 30, 2006, the Company’s investments had a decrease in net unrealized appreciation of $16.5 million, which primarily related to the reversal of the prior period’s unrealized appreciation of $13.3 million for the investment in CICQ, LP, which was realized during the period, and the increase in unrealized depreciation of $3.7 million for the investment in Berkline, offset by the increase in unrealized appreciation in Varel Holdings, Inc of $1.0 million.

For the six months ended June 30, 2007, the Company’s investments had an increase in net unrealized appreciation of $20.7 million, which primarily related to the reversal of prior periods unrealized depreciation of $8.3 million for the investment in Berkline, and $13.4 million in net unrealized appreciation recognized during the period.  The most significant changes in unrealized appreciation were $7.4 million for the investment in Reflexite, $5.6 million for the investment in GSI, $3.6 million for the investment in Daily Candy, Inc., $1.9 million for the investment in Waste Pro and $1.7 million for the investment in Industrial Container Services, Inc., offset by unrealized depreciation of $3.6 million for the investment in UTC and $3.0 million for the investment in Diversified Collection Services, Inc.  For the six months ended June 30, 2006, the Company’s investments had a decrease in net unrealized appreciation of $14.9 million, which primarily related to the reversal of the prior period unrealized appreciation of $9.3 million for the investment in CICQ, LP, which was realized during the period, and the increase in unrealized depreciation of $3.7 million for the investment in Berkline and $2.4 million for the investment in Making Memories Wholesale, Inc.

Net Realized Gains/Losses

During the three months ended June 30, 2007, the Company had $222.8 million of sales and repayments resulting in $7.9 million of net realized losses.  The most significant realized loss during the three months ended June 30, 2007 was the $8.3 million loss for the investment in Berkline.   During the three months ended June 30, 2006, the Company had $133.1 million of sales and repayments resulting in $23.9 million of net realized gains.  The most significant realized gains during the three months ended June 30, 2006 were the sales of the investments in CICQ, LP and United Site Services, Inc. of $18.6 million and $4.7 million, respectively.

During the six months ended June 30, 2007, the Company had $341.0 million of sales and repayments resulting in $7.5 million of net realized losses.  During the six months ended June 30, 2006, the Company had $170.4 million of sales and repayments resulting in $24.5 million of net realized gains.

Net Increase in Stockholders’ Equity Resulting From Operations

Net increase in stockholders’ equity resulting from operations for the three and six months ended June 30, 2007 was approximately $33.6 million and $57.2 million, respectively.  Based on the weighted average shares outstanding during the

37




three and six months ended June 30, 2007, our net increase in stockholders’ equity resulting from operations per common share was $0.49 and $0.93, respectively.

Net increase in stockholders’ equity resulting from operations for the three and six months ended June 30, 2006 was approximately $16.7 million and $30.5 million, respectively.  Based on the weighted average shares outstanding during the three and six months ended June 30, 2006, our net increase in stockholders’ equity resulting from operations per common share was $0.44 and $0.80, respectively.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Since the Company’s inception, the Company’s liquidity and capital resources have been generated primarily from the net proceeds of its initial public offering and subsequent add-on public offerings of common stock, the Debt Securitization, advances from the CP Funding Facility and the Revolving Credit Facility (each as defined in Note 7 to the consolidated financial statements), as well as cash flows from operations.  During 2007, we received $7.5 million in proceeds net of underwriting and offering costs related to the underwriter’s exercise of the over-allotment option granted to it in connection with the December 19, 2006 add-on public offering, $27.2 million in proceeds net of underwriting and offering costs from our February 9, 2007 add-on public offering and $267.2 million in proceeds net of underwriting and offering costs from our April 4, 2007 add-on public offering.  As of June 30, 2007 total market capitalization for the Company was $1.2 billion compared to $994.4 million as of December 31, 2006.

A portion of the proceeds from our public offerings in 2007 were used to repay outstanding indebtedness under the Revolving Credit Facility. The remaining unused portion of the proceeds from our public offerings was used to fund investments in portfolio companies in accordance with our investment objectives and strategies.

The weighted average stated interest rate of all our outstanding borrowings for the six months ended June 30, 2007 and June 30, 2006 was 6.03% and 6.32%, respectively.  As of June 30, 2007 and December 31, 2006, the weighted average maturity of all our outstanding borrowings was 8.1 years and 9.0 years, respectively.  As of June 30, 2007 and December 31, 2006, the fair value of investments and cash and cash equivalents, and the outstanding borrowings under the Debt Securitization, CP Funding Facility and the Revolving Credit Facility were as follows:

 

June 30, 2007

 

December 31, 2006

 

Cash and cash equivalents

 

$

61,543,795

 

$

91,538,878

 

Senior term debt

 

1,019,855,888

 

791,677,723

 

Senior notes

 

11,600,000

 

10,000,000

 

Senior subordinated debt

 

361,503,842

 

299,877,755

 

Equity securities

 

223,053,512

 

134,266,358

 

Total

 

$

1,677,557,037

 

$

1,327,360,714

 

Outstanding borrowings

 

$

552,000,000

 

$

482,000,000

 

 

The available amount for borrowing under the CP Funding Facility is $350.0 million (see Note 7 to the consolidated financial statements for more detail on the CP Funding Facility arrangement).  As of June 30, 2007, there was $85.0 million outstanding under the CP Funding Facility.  The CP Funding Facility expires on October 31, 2007 unless extended prior to such date with the consent of the lenders.  The available outstanding committed amount for borrowing under the Revolving Credit Facility is $350.0 million (see Note 7 to the consolidated financial statements for more detail on the Revolving Credit Facility arrangement).  As of June 30, 2007, there was $153.0 million outstanding under the Revolving Credit Facility.  The Revolving Credit Facility expires on December 28, 2010.  As part of the Debt Securitization, $314.0 million principal amount of asset-backed notes (including $50.0 million revolving notes all of which had been drawn as of June 30, 2007) were issued to third parties and secured by a pool of middle market loans that had been purchased or originated by the Company. We retained approximately $86.0 million of certain BBB and non-rated securities in the Debt Securitization.  As of June 30, 2007, there was $314.0 million aggregate principal amount of CLO Notes (as defined in Note 7 to the consolidated financial statements) outstanding.   The CLO Notes mature on December 20, 2019.

For the three months ending June 30, 2007, average total assets were $1.5 billion.  The ratio of total debt outstanding to stockholders’ equity as of June 30, 2007 was 0.50:1.00 compared to 0.61:1.00 as of December 31, 2006.

OFF BALANCE SHEET ARRANGEMENTS

As of June 30, 2007, the Company had committed to make a total of approximately $260.6 million of investments in various revolving senior secured and subordinated loans.  As of June 30, 2007, $181.4 million was unfunded.  Additionally, $216.2

38




million of the $260.6 million in commitments extend beyond the maturity date of our Revolving Credit Facility.  Included within the $260.6 million in commitments in revolving senior secured and subordinated loans are commitments to issue up to $9.9 million in standby letters of credit through a financial intermediary on behalf of certain portfolio companies.  Under these arrangements, the Company would be required to make payments to third-party beneficiaries if the portfolio companies were to default on their related payment obligations.  As of June 30, 2007, the Company had $9.2 million in standby letters of credit issued and outstanding on behalf of the portfolio companies, of which no amounts were recorded as a liability.   Of these letters of credit, $500,000 expire on August 31, 2010, $6.1 million expire on February 28, 2009 and $2.6 million expire on September 30, 2007.   These letters of credit may be extended under substantially similar terms for additional one-year terms at the Company’s option until the Revolving Credit Facility, under which the letters of credit were issued, matures on December 28, 2010.

As of June 30, 2007, the Company was subject to a subscription agreement to fund up to $6.8 million of equity commitments in a private equity investment partnership.  As of June 30, 2007, $1.2 million was funded to this partnership.

As of December 31, 2006, the Company had committed to make a total of approximately $174.0 million of investments in various revolving senior secured and subordinated loans.  As of December 31, 2006, $117.0 million was unfunded.  Additionally, $129.8 million of the $174.0 million in commitments extended beyond the maturity date of our Revolving Credit Facility.  Included within the $174.0 million in commitments in revolving secured and subordinated loans were commitments to issue up to $3.8 million in standby letters of credit through a financial intermediary on behalf of certain portfolio companies. Under these arrangements, the Company would be required to make payments to third-party beneficiaries if the portfolio companies were to default on their related payment obligations.  As of December 31, 2006, the Company had $2.8 million in standby letters of credit issued and outstanding on behalf of the portfolio companies, of which no amounts were recorded as a liability.

As of December 31, 2006, the Company was subject to a subscription agreement to fund up to $10.0 million of equity commitments in a private equity investment partnership.  As of December 31, 2006, $225,000 was funded to this partnership.

RECENT DEVELOPMENTS

On July 31, 2007, the Company announced that Moody’s Investors Service assigned the Company a long-term issuer rating of Baa3 and Standard & Poor’s Ratings Service assigned the Company a long-term counterparty credit rating of BBB.

In addition to $47.7 million of investments that the Company has made since June 30, 2007, we have outstanding commitments to fund an aggregate of approximately $240.0 million of investments. The Company expects to syndicate a portion of these commitments to third parties.  In addition, the Company has an investment pipeline of approximately $519.0 million.  The consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the prospective portfolio company, our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. The Company cannot assure you that we will make any of these investments.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates.  Because we fund a portion of our investments with borrowings, our net investment income is affected by the spread between the rate at which we invest and the rate at which we borrow.  As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2007, approximately 37% of the investments at fair value in our portfolio were at fixed rates while approximately 51% were at variable rates and 12% were non-interest earning. In addition, the Debt Securitization, the CP Funding Facility and the Revolving Credit Facility all feature variable rates.

39




We regularly measure our exposure to interest rate risk.  We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities.  Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

On January 7, 2005, we entered into a costless collar agreement in order to manage the exposure to changing interest rates related to the Company’s fixed rate investments. The costless collar agreement was for a notional amount of $20 million, has a cap of 6.5%, a floor of 2.72% and matures in 2008. The costless collar agreement allows us to receive an interest payment when the 3-month LIBOR exceeds 6.5% and obligates us to pay an interest payment when the 3-month LIBOR is less than 2.72%. The costless collar resets quarterly based on the 3-month LIBOR. As of June 30, 2007, the 3-month LIBOR was 5.36%. As of June 30, 2007, this agreement had no fair value.

While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.

Based on our June 30 , 2007 balance sheet, the following table shows the impact on net income of base rate changes in interest rates assuming no changes in our investment and borrowing structure.

Basis Point Change

 

Interest Income

 

Interest Expense

 

Net Income

 

Up 300 basis points

 

$

24,551,072

 

$

16,560,000

 

$

7,991,072

 

Up 200 basis points

 

$

16,367,382

 

$

11,040,000

 

$

5,327,382

 

Up 100 basis points

 

$

8,183,691

 

$

5,520,000

 

$

2,663,691

 

Down 100 basis points

 

$

(8,183,691

)

$

(5,520,000

)

$

(2,663,691

)

Down 200 basis points

 

$

(16,367,382

)

$

(11,040,000

)

$

(5,327,382

)

Down 300 basis points

 

$

(24,551,072

)

$

(16,560,000

)

$

(7,991,072

)

 

Portfolio Valuation

Investments for which market quotations are readily available are valued at such market quotations. Debt and equity securities that are not publicly traded or whose market price is not readily available are valued at fair value as determined in good faith by our board of directors based on the input of our management and audit committee. In addition, the board of directors currently receives input from independent valuation firms that have been engaged at the direction of the board to assist in the valuation of each portfolio investment at least once during a trailing 12 month period.  The valuation process is conducted at the end of each fiscal quarter, with approximately a quarter of our valuations of portfolio companies subject to review by an independent valuation firm each quarter.  The types of factors that the board may take into account in fair value valuation of our investments include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. Because there is not a readily available market value for most of the investments in our portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith by our board under a valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

·                    Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment.

·       Preliminary valuation conclusions are then documented and discussed with our management.

40




·                    The audit committee of our board of directors reviews these preliminary valuations, as well as the input of an independent valuation firm with respect to the valuations of approximately a quarter of our portfolio companies.

·                    The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our management and audit committee and independent valuation firms.

Item 4.  Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934).  Based on that evaluation, our President and our Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them of material information relating to the Company that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II  —  OTHER INFORMATION

Item 1.  Legal Proceedings.

We are not subject to any pending legal proceeding, and no such proceedings are known to be contemplated.

Item 1A.  Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which could materially affect our business, financial condition or operating results.  The risks described in our Annual Report on Form 10-K are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

We did not sell any securities during the period covered in this report that were not registered under the Securities Act of 1933.

We did not repurchase any shares issued during the period covered in this report.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

On May 30, 2007, we held our Annual Meeting of Stockholders in Los Angeles, California.  Stockholders voted on two matters.  The substance of these matters and the results of voting on them are described below.

1. Election of Directors.  Stockholders elected two Class III independent directors of the Company, who will each serve for a term of three years and until their successors are duly elected and qualify.  Votes were cast as follows:

 

For

 

Withheld

 

Frank E. O’Bryan

 

64,307,210

 

941,168

 

Eric B. Siegel

 

63,967,764

 

1,280,614

 

 

41




The following directors are continuing as directors of the Company for their respective terms — Douglas E. Coltharp, Robert L. Rosen and Bennett Rosenthal.

2. Ratification of the selection of KPMG LLP to serve as independent registered public accounting firm for the year ending December 31, 2007.  Votes were cast as follows:

For

 

Against

 

Withheld

 

63,415,101

 

1,576,315

 

256,962

 

 

Item 5.  Other Information.

None.

Item 6.  Exhibits.

EXHIBIT INDEX

Number

 

Description

 

 

 

3.1

 

Articles of Amendment and Restatement (1)

 

 

 

3.2

 

Amended and Restated Bylaws (1)

 

 

 

4.1

 

Form of Stock Certificate (2)

 

 

 

10.1

 

Amended and Restated Administration Agreement, dated June 1, 2007, between Ares Capital Corporation and Ares Operations LLC*

 

 

 

31.1

 

Certification by President pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

 

 

31.2

 

Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

 

 

32.1

 

Certification by President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 


* Filed herewith.

(1)           Previously filed with the Registrant’s pre-effective Amendment No. 1 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on September 17, 2004.

(2)           Previously filed with the Registrant’s pre-effective Amendment No. 2 to the Registration Statement under the Securities Act of 1933, as amended, on Form N-2, filed on September 28, 2004.

42




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ARES CAPITAL CORPORATION

 

 

 

 

Dated: August 9, 2007

By

/s/ Michael J. Arougheti

 

 

Michael J. Arougheti

 

 

President

 

 

 

 

By

/s/ Richard S. Davis

 

 

Richard S. Davis

 

 

Chief Financial Officer

 

43



Exhibit 10.1

AMENDED AND RESTATED

ADMINISTRATION AGREEMENT

AGREEMENT (this “ Agreement ”) made as of June 1, 2007 by and between Ares Capital Corporation, a Maryland corporation (hereinafter referred to as the “ Corporation ”), and Ares Operations LLC, a Delaware limited liability company, (hereinafter referred to as the “ Administrator ”).

W I T N E S S E T H:

WHEREAS, the Corporation is a 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 (hereinafter referred to as the “ Investment Company Act ”);

WHEREAS, on September 30, 2004, the Corporation and Ares Technical Administration LLC, a Delaware limited liability company (“ Ares Technical ”) entered into an Administration Agreement (the “ Original Agreement ”), pursuant to which Ares Technical agreed to furnish administrative services to the Corporation;

WHEREAS, on April 27, 2007, Ares Technical transferred and assigned all of its rights and obligations under the Original Agreement to the Adviser pursuant to an Assignment Agreement dated as of April 27, 2007 between Ares Technical and the Administrator (which assignment was consented to by the Corporation);

WHEREAS, the Corporation and the Administrator now wish to amend and restate the Original Agreement in its entirety with respect to the administrative services provided to the Corporation by the Administrator.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree that the Original Agreement is hereby amended and restated in its entirety to read as follows (and that the Original Agreement shall be deemed of no further force and effect whatsoever):

1.             Duties of the Administrator .

(a)           Employment of Administrator .  The Corporation hereby employs the Administrator to act as administrator of the Corporation, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Corporation, for the period and on the terms and conditions set forth in this Agreement.  The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses as provided for below.  The Administrator and any such other persons providing services arranged for by the Administrator shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Corporation in any way or otherwise be deemed agents of the Corporation.

1




(b)           Services .  The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Corporation.  Without limiting the generality of the foregoing, the Administrator shall provide the Corporation with office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as the Administrator, subject to review by the Board of Directors of the Corporation, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.  The Administrator shall also, on behalf of the Corporation, arrange for the services of, and oversee, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.  The Administrator shall make reports to the Corporation’s Board of Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Corporation as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities and other assets that the Corporation should purchase, retain or sell or any other investment advisory services to the Corporation.  The Administrator shall be responsible for the financial and other records that the Corporation is required to maintain and shall prepare all reports and other materials required to be filed with the Securities and Exchange Commission (the “ SEC ”) or any other regulatory authority, including reports to stockholders.  The Administrator will provide on the Corporation’s behalf significant managerial assistance to those portfolio companies to which the Corporation is required to provide such assistance.  In addition, the Administrator will assist the Corporation in determining and publishing the Corporation’s net asset value, overseeing the preparation and filing of the Corporation’s tax returns, and the printing and dissemination of reports to stockholders of the Corporation, and generally overseeing the payment of the Corporation’s expenses and the performance of administrative and professional services rendered to the Corporation by others.

2.             Records .  The Administrator agrees to maintain and keep all books, accounts and other records of the Corporation that relate to activities performed by the Administrator hereunder and, if required by the Investment Company Act, will maintain and keep such books, accounts and records in accordance with that act.  In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that all records that it maintains for the Corporation shall at all times remain the property of the Corporation, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of this Agreement or otherwise on written request.  The Administrator further agrees that all records which it maintains for the Corporation pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above.  Records shall be surrendered in usable machine-readable form.  The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

3.             Confidentiality .  The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations.  All confidential information provided by a party hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other party hereto solely for the

2




purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party.  The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, or by judicial or administrative process or otherwise by applicable law or regulation.

4.             Compensation; Allocation of Costs and Expenses .

(a)           In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder.

(b)           The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “ Adviser ”), pursuant to the Amended and Restated Investment Advisory and Management Agreement, dated as of June 1, 2006, between the Corporation and the Adviser.  Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence on its prospective portfolio companies; interest payable on debt, if any, incurred to finance the Corporation’s investments; offerings of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees, if any, payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state, local and other taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent (if office space is provided by the Administrator) and the allocable portion of the cost of the Corporation’s officers and their respective staffs (including travel expenses).

5.             Limitation of Liability of the Administrator; Indemnification .  The Administrator, its members and their respective officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any of them (collectively, the “ Indemnified Parties ”), shall not be liable to the Corporation for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or

3




obligations under this Agreement or otherwise as administrator for the Corporation, and the Corporation shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties  in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Corporation.  Notwithstanding the preceding sentence of this Paragraph 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).

6.             Activities of the Administrator .  The services of the Administrator to the Corporation are not to be deemed to be exclusive, and the Administrator and each other person providing services as arranged by the Administrator is free to render services to others. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.

7.             Duration and Termination of this Agreement .

(a)           This Agreement shall become effective as of the date hereof, and shall remain in force with respect to the Corporation for one year from such date and thereafter continue from year to year, but only so long as such continuance is specifically approved at least annually by (i) the Board of Directors of the Corporation and (ii) a majority of those members of the Corporation’s Board of Directors who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party.

(b)           This Agreement may be terminated at any time, without the payment of any penalty, by vote of the Corporation’s Board of Directors, or by the Administrator, upon 60 days’ written notice to the other party.  This Agreement may not be assigned by a party without the consent of the other party.

8.             Amendments of this Agreement .  This Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto.

9.             Assignment .  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Neither party may assign,

4




delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.  No assignment by either party permitted hereunder shall relieve the applicable party of its obligations under this Agreement.  Any assignment by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the assignee expressly assumes the assigning party’s rights and obligations hereunder.

10.           Governing Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, including without limitation Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b), and the applicable provisions of the Investment Company Act, if any.  To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, if any, the latter shall control.  The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

11.           No Waiver .  The failure of either party to enforce at any time for any period the provisions of or any rights deriving from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to enforce such provisions or rights, and no waiver shall be binding unless executed in writing by all parties hereto.

12.           Severability .  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

13.           Headings .  The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

14.           Counterparts .  This Agreement may be executed in one or more counterparts (including by facsimile or pdf transmission), each of which when executed shall be deemed to be an original instrument and all of which taken together shall constitute one and the same agreement.

15.           Notices .  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their respective principal executive office addresses.

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16.           Entire Agreement .  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings (including the Original Agreement), both written and oral, between the parties with respect to such subject matter.

17.           Certain Matters of Construction .

(a)           The words “hereof”, “herein”, “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and reference to a particular Section of this Agreement shall include all subsections thereof.

(b)           Definitions shall be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each other gender.

(c)           The word “including” shall mean including without limitation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

 

CORPORATION :

 

 

 

 

ARES CAPITAL CORPORATION

 

 

 

 

By:

/s/ Michael Arougheti

 

 

Name:  Michael Arougheti

 

 

Title:   President

 

 

 

 

 

 

 

ADMINISTRATOR :

 

 

 

 

ARES OPERATIONS LLC

 

 

 

 

By:

/s/ Joshua M. Bloomstein

 

 

Name:  Joshua M. Bloomstein

 

 

Title:   Authorized Signatory

 

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Exhibit 31.1

Certification of President
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Michael J. Arougheti, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of Ares Capital Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007

/s/ Michael J. Arougheti

 

Michael J. Arougheti
President
(Principal Executive Officer)



Exhibit 31.2

Certification of Chief Financial Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Richard S. Davis, certify that:

1.     I have reviewed this Quarterly Report on Form 10-Q of Ares Capital Corporation;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2007

/s/ Richard S. Davis

 

Richard S. Davis
Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.1

Certification of President and Chief Financial Officer
Pursuant to

18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of Ares Capital Corporation (the “Company”) for the quarterly period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael J. Arougheti, as President of the Company, and Richard S. Davis, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1.     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August  9, 2007

/s/ Michael J. Arougheti

 

Michael J. Arougheti
President
(Principal Executive Officer)

/s/ Richard S. Davis

 

Richard S. Davis
Chief Financial Officer
(Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Ares Capital Corporation and will be retained by Ares Capital Corporation and furnished to the Securities and Exchange Commission or its staff upon request.