| | | | | S-ii | | | |
| | | | | S-1 | | | |
| | | | | S-5 | | | |
| | | | | S-7 | | | |
| | | | | S-11 | | | |
| | | | | S-12 | | | |
| | | | | S-13 | | | |
| | | | | S-15 | | | |
| | | | | S-15 | | | |
| | | | | S-16 | | | |
| | | | | S-17 | | |
| | | | | 1 | | | |
| | | | | 6 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 18 | | | |
| | | | | 24 | | | |
| | | | | 28 | | | |
| | | | | 40 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 47 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 55 | | | |
| | | | | 57 | | | |
| | | | | 68 | | | |
| | | | | 69 | | | |
| | | | | 78 | | | |
| | | | | 80 | | | |
| | | | | 80 | | | |
| | | | | 80 | | | |
| | | | | 81 | | |
| Stockholder transaction expenses: | | | | | | | | |
|
Sales load (as a percentage of offering price)
|
| | | | 2.0 | %(1) | | |
|
Offering expenses (as a percentage of offering price)
|
| | | | 0.71 | %(2) | | |
|
Distribution reinvestment plan fees (per sales transaction fee)
|
| |
$15 Transaction
Fee(3) |
| ||||
|
Total stockholder transaction expenses (as a percentage of offering price)
|
| | | | 2.71 | % | | |
| Annual expenses (as a percentage of net assets attributable to common stock): | | | | | | | | |
|
Base management fees
|
| | | | 3.98 | %(4) | | |
|
Incentive fees payable under Investment Advisory Agreement (20% of Pre-Incentive Fee Net Investment Income and 20% of realized capital gains)
|
| | | | 2.42 | %(5) | | |
|
Interest payments on borrowed funds
|
| | | | 4.19 | %(6) | | |
|
Acquired fund fees and expenses
|
| | | | 2.51 | %(7)(8) | | |
|
Other expenses
|
| | | | 1.38 | %(9) | | |
|
Total annual expenses
|
| | | | 14.48 | % | | |
Stockholders would pay the following expenses on a $1,000 common stock investment:
|
| |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Assuming a 5% annual return (none of which is subject to the incentive fee)
|
| | | $ | 134 | | | | | $ | 338 | | | | | $ | 515 | | | | | $ | 858 | | |
Stockholders would pay the following expenses on a $1,000 common stock investment:
|
| |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Assuming a 5% annual return resulting entirely from net realized capital gains (which is subject to the incentive fee based on capital gains)
|
| | | $ | 144 | | | | | $ | 366 | | | | | $ | 558 | | | | | $ | 930 | | |
| | | | | 1 | | | |
| | | | | 6 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 18 | | | |
| | | | | 24 | | | |
| | | | | 28 | | | |
| | | | | 40 | | | |
| | | | | 44 | | | |
| | | | | 45 | | | |
| | | | | 47 | | | |
| | | | | 52 | | | |
| | | | | 53 | | | |
| | | | | 55 | | | |
| | | | | 57 | | | |
| | | | | 68 | | | |
| | | | | 69 | | | |
| | | | | 78 | | | |
| | | | | 80 | | | |
| | | | | 80 | | | |
| | | | | 80 | | | |
| | | | | 81 | | |
| Stockholder transaction expenses: | | | | | | | |
|
Sales load (as a percentage of offering price)
|
| | | | —%(1) | | |
|
Offering expenses (as a percentage of offering price)
|
| | | | —%(2) | | |
|
Distribution reinvestment plan fees (per sales transaction fee)
|
| |
$15 Transaction Fee(3)
|
| |||
|
Total stockholder transaction expenses (as a percentage of offering price)
|
| | | | —% | | |
| Annual expenses (as a percentage of net assets attributable to common stock): | | | | | | | |
|
Base management fees
|
| | | | 4.39%(4) | | |
|
Incentive fees payable under Investment Advisory Agreement (20% of Pre-Incentive Fee Net Investment Income and 20% of realized capital gains)
|
| | | | 4.58%(5)(6) | | |
|
Interest payments on borrowed funds
|
| | | | 7.03%(7) | | |
|
Acquired fund fees and expenses
|
| | | | 0.71%(8) | | |
|
Other expenses
|
| | | | 1.35%(9) | | |
|
Total annual expenses
|
| | | | 18.06% | | |
Stockholders would pay the following expenses on a $1,000 common stock
investment:(1) |
| |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Under a 180% Asset Coverage Ratio assuming a 5% annual return (none of which is subject to the incentive fee)(2)
|
| | | $ | 129 | | | | | $ | 355 | | | | | $ | 545 | | | | | $ | 895 | | |
Under the 150% Asset Coverage Ratio assuming a 5% annual return (none of which is subject to the incentive fee)(3)
|
| | | $ | 173 | | | | | $ | 452 | | | | | $ | 660 | | | | | $ | 979 | | |
Stockholders would pay the following expenses on a $1,000 common stock
investment:(4) |
| |
1 year
|
| |
3 years
|
| |
5 years
|
| |
10 years
|
| ||||||||||||
Under a 180% Asset Coverage Ratio assuming a 5% annual return
resulting entirely from net realized capital gains (which is subject to the incentive fee based on capital gains)(2) |
| | | $ | 139 | | | | | $ | 383 | | | | | $ | 587 | | | | | $ | 964 | | |
Under the 150% Asset Coverage Ratio assuming a 5% annual return
resulting entirely from net realized capital gains (which is subject to the incentive fee based on capital gains)(3) |
| | | $ | 183 | | | | | $ | 478 | | | | | $ | 698 | | | | | $ | 1,035 | | |
Class and Year
|
| |
Total Amount
Outstanding(1) |
| |
Asset Coverage
per Unit(2) |
| |
Involuntary
Liquidating Preference per Unit(3) |
| |
Average
Market Value per Unit(4) |
| ||||||||||||
Credit Facility(5) | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal 2018
|
| | | $ | 115,000 | | | | | $ | 2,792 | | | | | $ | — | | | | | | N/A | | |
Fiscal 2017
|
| | | | 155,000 | | | | | | 2,576 | | | | | | — | | | | | | N/A | | |
Fiscal 2016
|
| | | | 155,000 | | | | | | 2,368 | | | | | | — | | | | | | N/A | | |
Fiscal 2015
|
| | | | 102,000 | | | | | | 2,305 | | | | | | — | | | | | | N/A | | |
Fiscal 2014
|
| | | | 105,500 | | | | | | 2,183 | | | | | | — | | | | | | N/A | | |
Fiscal 2013
|
| | | | 25,000 | | | | | | 3,064 | | | | | | — | | | | | | N/A | | |
Fiscal 2012
|
| | | | 51,250 | | | | | | 2,622 | | | | | | — | | | | | | N/A | | |
Private Notes | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal 2018
|
| | | $ | 30,000 | | | | | $ | 2,792 | | | | | $ | — | | | | | | N/A | | |
2025 Notes | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal 2018
|
| | | $ | 35,000 | | | | | $ | 2,792 | | | | | $ | — | | | | | | 982 | | |
2020 Notes(6) | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal 2018
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | N/A | | |
Fiscal 2017
|
| | | | 30,000 | | | | | | 2,576 | | | | | | — | | | | | | 1,026 | | |
Fiscal 2016
|
| | | | 30,000 | | | | | | 2,368 | | | | | | — | | | | | | 1,005 | | |
Fiscal 2015
|
| | | | 30,000 | | | | | | 2,305 | | | | | | — | | | | | | 1,010 | | |
Fiscal 2014
|
| | | | 30,000 | | | | | | 2,183 | | | | | | — | | | | | | 1,006 | | |
Fiscal 2013
|
| | | | 30,000 | | | | | | 3,064 | | | | | | — | | | | | | 982 | | |
Unsecured Term Loan(7) | | | | | | | | | | | | | | | | | | | | | | | | | |
Fiscal 2015
|
| | | $ | 55,000 | | | | | $ | 2,305 | | | | | $ | — | | | | | | N/A | | |
Fiscal 2014
|
| | | | 55,000 | | | | | | 2,183 | | | | | | — | | | | | | N/A | | |
Fiscal 2013
|
| | | | 55,000 | | | | | | 3,064 | | | | | | — | | | | | | N/A | | |
Fiscal 2012
|
| | | | 90,000 | | | | | | 2,622 | | | | | | — | | | | | | N/A | | |
Period
|
| |
NAV(1)
|
| |
Closing Sales Price
|
| |
Premium
(Discount) of High Sales Price to NAV(2) |
| |
(Discount) of
Low Sales Price to NAV(2) |
| |
Distributions
Declared Per Share(3) |
| |||||||||||||||||||||
|
High
|
| |
Low
|
| ||||||||||||||||||||||||||||||||
Fiscal year ending December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second Quarter (as of June 10, 2019)
|
| | | | * | | | | | $ | 14.68 | | | | | $ | 13.96 | | | | | | * | | | | | | * | | | | | $ | 0.355 | | |
First Quarter
|
| | | | 15.33 | | | | | | 14.66 | | | | | | 12.90 | | | | | | (4.4)% | | | | | | (15.9)% | | | | | | 0.355 | | |
Fiscal year ended December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fourth Quarter
|
| | | $ | 15.35 | | | | | $ | 14.18 | | | | | $ | 12.24 | | | | | | (7.6)% | | | | | | (20.3)% | | | | | $ | 0.355 | | |
Third Quarter
|
| | | | 15.46 | | | | | | 15.29 | | | | | | 13.80 | | | | | | (1.1) | | | | | | (10.7) | | | | | | 0.355 | | |
Second Quarter
|
| | | | 14.87 | | | | | | 15.80 | | | | | | 12.52 | | | | | | 6.3 | | | | | | (15.8) | | | | | | 0.355 | | |
First Quarter
|
| | | | 14.30 | | | | | | 13.38 | | | | | | 10.99 | | | | | | (6.4) | | | | | | (23.1) | | | | | | 0.355 | | |
Fiscal year ended December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fourth Quarter
|
| | | $ | 13.98 | | | | | $ | 15.04 | | | | | $ | 13.42 | | | | | | 7.6% | | | | | | (4.0)% | | | | | $ | 0.355 | | |
Third Quarter
|
| | | | 13.92 | | | | | | 14.90 | | | | | | 13.15 | | | | | | 7.1 | | | | | | (5.5) | | | | | | 0.355 | | |
Second Quarter
|
| | | | 13.83 | | | | | | 14.65 | | | | | | 13.30 | | | | | | 5.9 | | | | | | (3.8) | | | | | | 0.355 | | |
First Quarter
|
| | | | 13.80 | | | | | | 13.86 | | | | | | 12.22 | | | | | | 0.5 | | | | | | (11.4) | | | | | | 0.355 | | |
| | | | | | | | |
Example 1
5% Offering at 5% Discount |
| |
Example 2
10% Offering at 10% Discount |
| |
Example 3
25% Offering at 25% Discount |
| |
Example 4
25% Offering at 100% Discount |
| ||||||||||||||||||||||||||||||||||||
| | |
Prior to
Sale Below NAV |
| |
Following
Sale |
| |
%
Change |
| |
Following
Sale |
| |
%
Change |
| |
Following
Sale |
| |
%
Change |
| |
Following
Sale |
| |
%
Change |
| |||||||||||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per share to public
|
| | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 9.47 | | | | | | — | | | | | $ | 7.89 | | | | | | — | | | | | $ | 0.001 | | | | | | — | | |
Net proceeds per share to issuer
|
| | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 9.00 | | | | | | — | | | | | $ | 7.50 | | | | | | — | | | | | $ | 0.001 | | | | | | — | | |
Decrease to NAV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shares outstanding
|
| | | | 1,000,000 | | | | | | 1,050,000 | | | | | | 5.00% | | | | | | 1,100,000 | | | | | | 10.00% | | | | | | 1,250,000 | | | | | | 25.00% | | | | | | 1,250,000 | | | | | | 25.00% | | |
NAV per share
|
| | | $ | 10.00 | | | | | $ | 9.98 | | | | | | (0.20)% | | | | | $ | 9.91 | | | | | | (0.90)% | | | | | $ | 9.50 | | | | | | (5.00)% | | | | | $ | 8.00 | | | | | | (20.00)% | | |
Dilution to Stockholder | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares held by Stockholder A
|
| | | | 10,000 | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | | | | | 10,000 | | | | | | — | | |
Percentage held by
Stockholder A |
| | | | 1.00% | | | | | | 0.95% | | | | | | (5.00)% | | | | | | 0.91% | | | | | | (9.00)% | | | | | | 0.80% | | | | | | (20.00)% | | | | | | 0.80% | | | | | | (20.00)% | | |
Total Asset Values | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV held by
Stockholder A |
| | | $ | 100,000 | | | | | $ | 99,800 | | | | | | (0.20)% | | | | | $ | 99,100 | | | | | | (0.90)% | | | | | $ | 95,000 | | | | | | (5.00)% | | | | | $ | 80,000 | | | | | | (20.00)% | | |
Total investment by Stockholder A
(assumed to be $10.00 per Share) |
| | | $ | 100,000 | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | | | | $ | 100,000 | | | | | | — | | |
Total dilution to Stockholder A
(total NAV less total investment) |
| | | | — | | | | | $ | (200) | | | | | | — | | | | | $ | (900) | | | | | | — | | | | | $ | (5,000) | | | | | | — | | | | | $ | (20,000) | | | | | | — | | |
Per Share Amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV per share held by Stockholder A
|
| | | | — | | | | | $ | 9.98 | | | | | | — | | | | | $ | 9.91 | | | | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 8.00 | | | | | | — | | |
Investment per share held by
Stockholder A (assumed to be $10.00 per share on shares held prior to sale) |
| | | $ | 10.00 | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 10.00 | | | | | | — | | |
Dilution per share held by Stockholder A (NAV per share less investment per share)
|
| | | | — | | | | | $ | (0.02) | | | | | | — | | | | | $ | (0.09) | | | | | | — | | | | | $ | (0.50) | | | | | | — | | | | | $ | (2.00) | | | | | | — | | |
Percentage dilution to Stockholder
A (dilution per share divided by investment per share) |
| | | | — | | | | | | — | | | | | | (0.20)% | | | | | | — | | | | | | (0.90)% | | | | | | — | | | | | | (5.00)% | | | | | | — | | | | | | (20.00)% | | |
| | |
Prior to
Sale Below NAV |
| |
50% Participation
|
| |
150% Participation
|
| |||||||||||||||||||||
|
Following
Sale |
| |
%
Change |
| |
Following
Sale |
| |
%
Change |
| ||||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per share to public
|
| | | | — | | | | | $ | 7.89 | | | | | | — | | | | | $ | 7.89 | | | | | | — | | |
Net proceeds per share to issuer
|
| | | | — | | | | | $ | 7.50 | | | | | | — | | | | | $ | 7.50 | | | | | | — | | |
Increases in Shares and Decrease to NAV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shares outstanding
|
| | | | 1,000,000 | | | | | | 1,250,000 | | | | | | 25.00% | | | | | | 1,250,000 | | | | | | 25.00% | | |
NAV per share
|
| | | $ | 10.00 | | | | | $ | 9.50 | | | | | | (5.00)% | | | | | $ | 9.50 | | | | | | (5.00)% | | |
(Dilution)/Accretion to Participating Stockholder A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares held by Stockholder A
|
| | | | 10,000 | | | | | | 11,250 | | | | | | 12.50% | | | | | | 13,750 | | | | | | 37.50% | | |
Percentage held by Stockholder A
|
| | | | 1.0% | | | | | | 0.90% | | | | | | (10.00)% | | | | | | 1.10% | | | | | | 10.00% | | |
Total Asset Values | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV held by Stockholder A
|
| | | $ | 100,000 | | | | | $ | 106,875 | | | | | | 6.88% | | | | | $ | 130,625 | | | | | | 30.63% | | |
Total investment by Stockholder A (assumed to be $10.00
per share on shares held prior to sale) |
| | | $ | 100,000 | | | | | $ | 109,863 | | | | | | 9.86% | | | | | $ | 129,588 | | | | | | 29.59% | | |
Total (dilution)/accretion to Stockholder A (total NAV less total investment)
|
| | | | — | | | | | $ | (2,988) | | | | | | — | | | | | $ | 1,037 | | | | | | | | |
Per Share Amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV per share held by Stockholder A
|
| | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 9.50 | | | | | | | | |
Investment per share held by Stockholder A (assumed to be $10.00 per share on shares held prior to sale)
|
| | | $ | 10.00 | | | | | $ | 9.77 | | | | | | (2.30)% | | | | | | 9.42 | | | | | | (5.80)% | | |
(Dilution)/accretion per share held by Stockholder A (NAV per share less investment per share)
|
| | | | — | | | | | | (0.27) | | | | | | — | | | | | $ | 0.08 | | | | | | — | | |
Percentage (dilution)/accretion to Stockholder A (dilution/
accretion per share divided by investment per share) |
| | | | — | | | | | | — | | | | | | (2.76)% | | | | | | — | | | | | | 0.85% | | |
| | |
Prior to
Sale Below NAV |
| |
Example 1
5% Offering at 5% Discount |
| |
Example 2
10% Offering at 10% Discount |
| |
Example 3
25% Offering at 25% Discount |
| |
Example 4
25% Offering at 100% Discount |
| |||||||||||||||||||||||||||||||||||||||
| | |
Following
Sale |
| |
%
Change |
| |
Following
Sale |
| |
%
Change |
| |
Following
Sale |
| |
%
Change |
| |
Following
Sale |
| |
%
Change |
| ||||||||||||||||||||||||||||||
Offering Price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Price per share to public
|
| | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 9.47 | | | | | | — | | | | | $ | 7.89 | | | | | | — | | | | | $ | 0.001 | | | | | | — | | |
Net offering proceeds per share to issuer
|
| | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 9.00 | | | | | | — | | | | | $ | 7.50 | | | | | | — | | | | | $ | 0.001 | | | | | | — | | |
Decrease to NAV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total shares outstanding
|
| | | | — | | | | | | 1,050,000 | | | | | | 5.00% | | | | | | 1,100,000 | | | | | | 10.00% | | | | | | 1,250,000 | | | | | | 25.00% | | | | | | 1,250,000 | | | | | | 25.00% | | |
NAV per share
|
| | | | — | | | | | $ | 9.98 | | | | | | (0.20)% | | | | | $ | 9.91 | | | | | | (0.90)% | | | | | $ | 9.50 | | | | | | (5.00)% | | | | | $ | 8.00 | | | | | | (20.00)% | | |
Dilution to Stockholder A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares held by Stockholder A
|
| | | | — | | | | | | 500 | | | | | | — | | | | | | 1,000 | | | | | | — | | | | | | 2,500 | | | | | | — | | | | | | 2,500 | | | | | | — | | |
Percentage held by
Stockholder A |
| | | | — | | | | | | 0.05% | | | | | | — | | | | | | 0.90% | | | | | | — | | | | | | 0.20% | | | | | | — | | | | | | 0.20% | | | | | | — | | |
Total Asset Values | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total NAV held by
Stockholder A |
| | | | — | | | | | $ | 4,990 | | | | | | — | | | | | $ | 9,910 | | | | | | — | | | | | $ | 23,750 | | | | | | — | | | | | $ | 20,000 | | | | | | — | | |
Total investment by
Stockholder A |
| | | | — | | | | | $ | 5,000 | | | | | | — | | | | | $ | 9,470 | | | | | | — | | | | | $ | 19,725 | | | | | | — | | | | | $ | 2.50 | | | | | | — | | |
Total (dilution)/accretion to
Stockholder A (total NAV less total investment) |
| | | | — | | | | | $ | (10) | | | | | | — | | | | | $ | 440 | | | | | | — | | | | | $ | 4,025 | | | | | | — | | | | | $ | 19,997.50 | | | | | | — | | |
Per Share Amounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NAV per share held by Stockholder A
|
| | | | — | | | | | $ | 9.98 | | | | | | — | | | | | $ | 9.91 | | | | | | — | | | | | $ | 9.50 | | | | | | — | | | | | $ | 8.00 | | | | | | — | | |
Investment per share held by
Stockholder A |
| | | | — | | | | | $ | 10.00 | | | | | | — | | | | | $ | 9.47 | | | | | | — | | | | | $ | 7.89 | | | | | | — | | | | | $ | 0.001 | | | | | | — | | |
(Dilution)/Accretion per
share held by Stockholder A (NAV per share less investment per share) |
| | | | — | | | | | $ | (0.02) | | | | | | — | | | | | $ | 0.44 | | | | | | — | | | | | $ | 1.61 | | | | | | — | | | | | $ | 8.00 | | | | | | — | | |
Percentage (dilution)/
accretion to Stockholder A ((dilution)/accretion per share divided by investment per share) |
| | | | — | | | | | | — | | | | | | (0.20)% | | | | | | — | | | | | | 4.65% | | | | | | — | | | | | | 20.41% | | | | | | — | | | | | | — | | |
Name and Address of Portfolio
Company |
| |
Industry
|
| |
Type of Investment(1)
|
| |
Interest
Rate(2)(3) |
| |
Maturity
Date |
| |
$ Par/Share (in
thousands) |
| |
Fair Value of
Investments (in thousands) |
| |
Percentage of
Class Held(4) |
| ||||||||||||
Account Control Technology
Holdings, Inc. 21700 Oxnard Street, Suite 1400, Woodland Hills, CA 91367 |
| |
Diversified Support
Services |
| |
First Lien Secured Term Loan
|
| |
11.28% (L+8.75%, 1.00% Floor)
|
| | | | 04/28/2022 | | | | | | 3,933 | | | | | $ | 3,920 | | | | | | 20.56% | | |
AG Kings Holdings, Inc.
700 Lanidex Plaza, Parsippany, NJ 07054 |
| | Food Retail | | |
First Lien Secured Term Loan
|
| |
12.75% (L+9.95%, 1.00% Floor)
|
| | | | 08/10/2021 | | | | | | 13,031 | | | | | | 11,076 | | | | | | 11.67 | | |
Alpha Media, LLC
1211 SW 5th Avenue, Suite 750, Portland, OR 97204 |
| | Broadcasting | | |
First Lien Secured Term Loan
|
| |
9.00% (L+9.50%, 1.00% Floor)
|
| | | | 02/25/2022 | | | | | | 10,877 | | | | | | 10,493 | | | | | | 5.27 | | |
Arcole Acquisition Corp.(6)
7 Huntingdale Road, Winnipeg, MB R3P 2G7 |
| |
Other Diversified
Financial Services |
| |
First Lien Secured Term Loan A
|
| |
9.96% (L+7.25%, 1.00% Floor)
|
| | | | 11/30/2023 | | | | | | 7,588 | | | | | | 7,448 | | | | | | 15.53 | | |
| | | | | |
First Lien Secured Term Loan B
|
| |
17.21% (L+14.50%,
1.00% Floor, 1.50% PIK) |
| | | | 11/30/2023 | | | | | | 1,870 | | | | | | 1,836 | | | | | | 15.53 | | |
AST-Applications Software Technology LLC
485 Lexington Avenue, 23rd Floor, New York, NY 10017 |
| |
IT Consulting & Other Services
|
| |
First Lien Secured Term Loan
|
| |
10.52% (L+8.00%,
1.00% Floor, 1.00% PIK) |
| | | | 01/10/2023 | | | | | | 4,214 | | | | | | 4,088 | | | | | | 15.08 | | |
Bulk Midco, LLC
338 Pier Avenue, Hermosa Beach, CA, 90254 |
| | Cable & Satellite | | |
First Lien Secured Term Loan
|
| |
10.10% (L+7.33%, 1.00% Floor)
|
| | | | 06/08/2023 | | | | | | 15,000 | | | | | | 14,700 | | | | | | 14.36 | | |
Caelus Energy Alaska 03, LLC
8401 N. Central Expressway, Dallas, TX 75225 |
| |
Oil & Gas Exploration & Production
|
| |
Second Lien Secured
Term Loan |
| |
10.30% (L+7.50%, 1.25% Floor)
|
| | | | 04/15/2020 | | | | | | 17,342 | | | | | | 17,342 | | | | | | 6.19 | | |
Clarus Commerce, LLC
500 Enterprise Drive, 2nd Floor Rocky Hill, Connecticut 06067 , |
| | Internet Retail | | |
First Lien Secured Term Loan
|
| |
10.95% (L+8.42%, 1.00% Floor)
|
| | | | 03/09/2023 | | | | | | 17,100 | | | | | | 17,100 | | | | | | 17.87 | | |
Crews of California, Inc.
8685 W. Sahara Avenue, Las Vegas, NV 89117 |
| | Food Retail | | |
First Lien Secured Term Loan
|
| |
13.44% (L+11.00%,
1.00% Floor, 1.00% PIK) |
| | | | 11/20/2019 | | | | | | 10,354 | | | | | | 10,251 | | | | | | 100.00 | | |
| | | | | |
First Lien Secured Revolving Loan
|
| |
13.44% (L+11.00%,
1.00% Floor, 1.00% PIK) |
| | | | 11/20/2019 | | | | | | 5,171 | | | | | | 5,120 | | | | | | 100.00 | | |
| | | | | |
First Lien Secured Delayed Draw Term Loan
|
| |
13.44% (L+11.00%,
1.00% Floor, 1.00% PIK) |
| | | | 11/20/2019 | | | | | | 2,974 | | | | | | 2,944 | | | | | | 100.00 | | |
| | | | | | Warrants(5) | | | — | | | | | 12/31/2024 | | | | | | — | | | | | | 6 | | | | | | 24.00 | | |
Fluent, Inc.(5)(8)
300 Vesey Street, 9th Floor, New York, NY 10282 |
| | Advertising | | | Common Stock | | | — | | | | | — | | | | | | 187 | | | | | | 706 | | | | | | 0.24 | | |
Name and Address of Portfolio
Company |
| |
Industry
|
| |
Type of Investment(1)
|
| |
Interest
Rate(2)(3) |
| |
Maturity
Date |
| |
$ Par/Share (in
thousands) |
| |
Fair Value of
Investments (in thousands) |
| |
Percentage of
Class Held(4) |
| ||||||||||||
Fluent, LLC
33 Whitehall Street, 15th Floor, New York, NY 10004 |
| | Advertising | | |
First Lien Secured Term Loan
|
| |
9.52% (L+7.00%, 0.50% Floor)
|
| | | | 03/27/2023 | | | | | | 10,771 | | | | | | 10,771 | | | | | | 17.86 | | |
Fox Rent A Car, Inc.(5)
5500 W. Century Boulevard, Los Angeles, CA 90045 |
| | Trucking | | | Warrants | | | — | | | | | 12/31/2022 | | | | | | — | | | | | | 100 | | | | | | 0.77 | | |
FPT Operating Company, LLC/
TLabs Operating Company, LLC 12700 Park Central Drive, Suite 1100, Dallas, TX 75241 |
| |
Data Processing & Outsourced Services
|
| |
First Lien Secured Term Loan
|
| |
10.60% (L+8.25%, 1.00% Floor)
|
| | | | 12/23/2021 | | | | | | 25,394 | | | | | | 24,707 | | | | | | 50.00 | | |
Golden Pear Funding
Assetco, LLC(6) 100 Quentin Roosevelt Blvd., Garden City, NY 11530 |
| |
Specialized Finance
|
| |
Second Lien Secured
Term Loan |
| |
12.85% (L+10.50%, 1.00% Floor)
|
| | | | 03/20/2024 | | | | | | 17,500 | | | | | | 17,150 | | | | | | 54.69 | | |
Grupo HIMA San Pablo, Inc.
P.O. Box 4980, Caguas, PR 00726. |
| |
Health Care Facilities
|
| |
First Lien Secured Term Loan
|
| |
11.52% (L+9.00%, 1.50% Floor)
|
| | | | 05/31/2019 | | | | | | 14,065 | | | | | | 11,955 | | | | | | 13.27 | | |
| | | | | |
Second Lien Secured
Term Loan(9) |
| | 15.75% (2.00% PIK) | | | | | 07/31/2018 | | | | | | 1,028 | | | | | | 103 | | | | | | 1.19 | | |
Honors Holdings, LLC
900 Circle 75 Pkwy, Suite 860, Atlanta, GA 30339 |
| | Leisure Facilities | | |
First Lien Secured Term Loan
|
| |
11.37% (L+8.94%, 0.00% Floor)
|
| | | | 07/17/2023 | | | | | | 7,500 | | | | | | 7,355 | | | | | | 17.55 | | |
ImageOne Industries, LLC
677 Dunksferry Road, Bensalem, PA 19020 |
| |
Diversified Support
Services |
| |
First Lien Secured Term Loan
|
| |
12.52% (L+10.00%,
1.00% Floor, 2.00% PIK) |
| | | | 01/11/2023 | | | | | | 7,264 | | | | | | 6,683 | | | | | | 26.23 | | |
JVMC Holdings Corp.
222 S. Riverside Plaza, Suite 1200, Chicago, IL 60606 |
| |
Investment Banking
& Brokerage |
| |
First Lien First Out
Secured Term Loan |
| |
10.54% (L+8.02%, 1.00% Floor)
|
| | | | 05/05/2022 | | | | | | 12,488 | | | | | | 12,726 | | | | | | 12.27 | | |
| | | | | |
First Lien Last Out
Secured Term Loan |
| |
14.52% (L+12.00%, 1.00% Floor)
|
| | | | 05/05/2022 | | | | | | 4,625 | | | | | | 4,713 | | | | | | 7.69 | | |
Lenny & Larry’s, LLC
14300 Arminta Street, Panorama City, CA 91402 |
| |
Packaged Foods & Meats
|
| |
First Lien Secured Term Loan
|
| |
9.29% (L+6.84%, 1.00% Floor)
|
| | | | 05/15/2023 | | | | | | 13,449 | | | | | | 12,777 | | | | | | 14.34 | | |
Lift Brands, Inc.
2411 Galpin Court, Suite 110, Chanhassen, MN 55317 |
| | Leisure Facilities | | |
First Lien Secured Term Loan
|
| |
9.80% (L+7.00%, 1.00% Floor)
|
| | | | 04/16/2023 | | | | | | 10,858 | | | | | | 10,433 | | | | | | 9.10 | | |
| | | | |
First Lien Secured Revolving Loan(10)
|
| |
9.09% (L+7.00%, 1.00% Floor)
|
| | | | 04/16/2023 | | | | | | 128 | | | | | | 110 | | | | | | 7.52 | | | |
London Trust Media Incorporated
4643 S. Ulster Street, Suite 1120, Denver, CO 80237 |
| |
Internet Software &
Services |
| |
First Lien Secured Term Loan
|
| |
10.53% (L+8.00%, 1.00% Floor)
|
| | | | 02/01/2023 | | | | | | 10,925 | | | | | | 10,816 | | | | | | 32.86 | | |
LS GFG Holdings Inc.
5555 Glenridge Connector, Suite 850, Atlanta, GA 30342. |
| | Restaurants | | |
First Lien Secured Term Loan
|
| |
8.47% (L+6.00%, 1.00% Floor)
|
| | | | 11/19/2025 | | | | | | 10,340 | | | | | | 10,020 | | | | | | 4.14 | | |
Mills Fleet Farm Group, LLC
512 Laurel Street, Brainerd, MN 56401 |
| | Department Stores | | |
First Lien Secured Term Loan
|
| |
8.77% (L+6.25%, 1.00% Floor)
|
| | | | 10/24/2024 | | | | | | 15,000 | | | | | | 14,707 | | | | | | 3.75 | | |
Multicultural Radio
Broadcasting, Inc. 27 William Street, 11th Floor, New York, NY 10005 |
| | Broadcasting | | |
First Lien Secured Term Loan
|
| |
10.52% (L+8.00%, 1.00% Floor)
|
| | | | 12/28/2022 | | | | | | 17,882 | | | | | | 17,739 | | | | | | 23.53 | | |
Nelson Worldwide, LLC
226 Walnut Street, Philadelphia, PA, 19106. |
| |
Research & Consulting Services
|
| |
First Lien Secured Term Loan
|
| |
11.16% (L+8.75%, 1.00% Floor)
|
| | | | 01/09/2023 | | | | | | 14,303 | | | | | | 13,903 | | | | | | 25.18 | | |
Nicholas & Associates, LLC(5)
7660 Beverly Blvd. 167, Los Angeles, CA 90036 |
| | Food Retail | | | Warrants | | | — | | | | | 12/31/2024 | | | | | | 2 | | | | | | 131 | | | | | | 24.00 | | |
Name and Address of Portfolio
Company |
| |
Industry
|
| |
Type of Investment(1)
|
| |
Interest
Rate(2)(3) |
| |
Maturity
Date |
| |
$ Par/Share (in
thousands) |
| |
Fair Value of
Investments (in thousands) |
| |
Percentage of
Class Held(4) |
| ||||||||||||
NMFC Senior Loan Program I
LLC(5)(6)(7) 787 Seventh Avenue, New York, NY 10019 |
| |
Specialized Finance
|
| | LLC Units | | | — | | | | | 08/31/2021 | | | | | | 10,000 | | | | | | 9,630 | | | | | | 10.75 | | |
NNA Services, LLC
9350 De Soto Avenue, Chatsworth, CA 91313 |
| |
Diversified Support
Services |
| |
First Lien Secured Term Loan
|
| |
9.80% (L+7.00%, 1.00% Floor)
|
| | | | 10/16/2023 | | | | | | 10,434 | | | | | | 10,202 | | | | | | 30.00 | | |
Oasis Legal Finance, LLC(6)
9525 West Bryn Mawr Avenue, Suite 900, Rosemont, IL 60018 |
| |
Specialized Finance
|
| |
Second Lien Secured
Term Loan |
| |
13.10% (L+10.75%, 1.00% Floor)
|
| | | | 03/09/2022 | | | | | | 20,000 | | | | | | 20,000 | | | | | | 40.00 | | |
Outcome Health
330 N. Wabash Avenue, Suite 2500, Chicago, IL 60611 |
| | Advertising | | |
First Lien Secured Term Loan
|
| |
12.31% (L+9.50%,
1.00% Floor, 3.00% PIK) |
| | | | 12/22/2021 | | | | | | 7,943 | | | | | | 6,408 | | | | | | 3.31 | | |
Pinnacle Management Group, LLC(5)
4114 Columns Drive SE, Marietta, GA 30067. |
| | Food Retail | | | Warrants | | | — | | | | | 12/31/2024 | | | | | | 2 | | | | | | 131 | | | | | | 24.00 | | |
Planet Fit Indy 10 LLC
c/o Atlantic Street Capital Management, LLC, 281 Tresser Blvd., Suite 601, Stamford, CT 06901 |
| | Leisure Facilities | | |
First Lien
Incremental Term Loan |
| |
10.04% (L+7.25%, 1.00% Floor)
|
| | | | 03/07/2022 | | | | | | 9,892 | | | | | | 9,841 | | | | | | 17.28 | | |
| | | | | |
First Lien Initial Delayed Draw Loan
|
| |
9.82% (L+7.25%, 1.00% Floor)
|
| | | | 03/07/2022 | | | | | | 6,183 | | | | | | 6,153 | | | | | | 25.24 | | |
| | | | | |
First Lien Initial Term Loan
|
| |
10.02% (L+7.25%, 1.00% Floor)
|
| | | | 03/07/2022 | | | | | | 130 | | | | | | 130 | | | | | | 0.48 | | |
PMA Holdco, LLC
1580 Santa Barbara Blvd., The Villages, FL 32159 |
| |
Health Care Services
|
| |
First Lien Secured Term Loan
|
| |
10.30% (L+7.50%, 1.00% Floor)
|
| | | | 06/28/2023 | | | | | | 14,875 | | | | | | 14,577 | | | | | | 31.58 | | |
| | | | | | Warrants(5) | | | — | | | | | 06/28/2028 | | | | | | 8 | | | | | | 393 | | | | | | 0.79 | | |
Quest Events, LLC
2591 Dallas Parkway, Suite 201, Frisco, TX 75034 |
| |
Diversified Support
Services |
| |
First Lien Secured Term Loan
|
| |
8.81% (L+6.00%, 1.00% Floor)
|
| | | | 12/28/2024 | | | | | | 10,942 | | | | | | 10,724 | | | | | | 18.70 | | |
| | | | | |
First Lien Secured Revolving Loan(11)
|
| |
8.81% (L+6.00%, 1.00% Floor)
|
| | | | 12/28/2024 | | | | | | — | | | | | | — | | | | | | 18.71 | | |
| | | | | | Preferred Units(5) | | | — | | | | | — | | | | | | 317 | | | | | | 317 | | | | | | 0.54 | | |
RC3 Enterprises, LLC(5)
705 Town Boulevard 170, Atlanta, GA 30319 |
| | Food Retail | | | Warrants | | | — | | | | | 12/31/2024 | | | | | | 2 | | | | | | 131 | | | | | | 24.00 | | |
RCS Creditor Trust(5)(7)
c/o Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036 |
| |
Other Diversified
Financial Services |
| | Class B Units | | | — | | | | | — | | | | | | 143 | | | | | | 535 | | | | | | 13.83 | | |
Rural Media Group, Inc.
49 Music Square West, Suite 301, Nashville, TN 37203 |
| | Broadcasting | | |
First Lien Secured Term Loan
|
| |
10.38% (L+7.86%, 1.00% Floor)
|
| | | | 12/29/2022 | | | | | | 7,000 | | | | | | 6,860 | | | | | | 23.78 | | |
SFS Global Holding Company(5)
13190 Telfair Avenue, Sylmar, CA 91342. |
| |
Other Diversified
Financial Services |
| | Warrants | | | — | | | | | 12/28/2025 | | | | | | — | | | | | | — | | | | | | 9.00 | | |
Sigue Corporation(5)
13190 Telfair Avenue, Sylmar, CA 91342 |
| |
Other Diversified
Financial Services |
| |
Second Lien Secured
Term Loan |
| |
14.80% (L+12.00%, 1.00% Floor)
|
| | | | 09/30/2019 | | | | | | 24,904 | | | | | | 24,344 | | | | | | 100.00 | | |
| | | | | | Warrants | | | — | | | | | 12/28/2025 | | | | | | 7 | | | | | | 901 | | | | | | 9.00 | | |
Source Code Midco, LLC
159 Overland Road, Waltham, MA 02451 |
| |
Technology Hardware,
|
| |
First Lien Secured Term Loan
|
| |
11.28% (L+8.75%, 1.00% Floor)
|
| | | | 05/04/2023 | | | | | | 14,182 | | | | | | 13,898 | | | | | | 29.09 | | |
| | |
Storage & Peripherals
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Address of Portfolio
Company |
| |
Industry
|
| |
Type of Investment(1)
|
| |
Interest
Rate(2)(3) |
| |
Maturity
Date |
| |
$ Par/Share (in
thousands) |
| |
Fair Value of
Investments (in thousands) |
| |
Percentage of
Class Held(4) |
| ||||||||||||
StackPath, LLC & Highwinds
Capital, Inc. 2021 McKinney Avenue, Suite 1100, Dallas, TX 75201 |
| |
Internet Software &
Services |
| |
Second Lien Secured
Term Loan |
| |
12.33% (L+9.50%, 1.00% Floor)
|
| | | | 02/02/2024 | | | | | | 18,000 | | | | | | 14,760 | | | | | | 40.00 | | |
Sunteck/TTS Holdings, LLC
6413 Congress Avenue, Suite 260, Boca Raton, FL 33487 |
| | Trucking | | |
Second Lien Secured
Term Loan |
| |
11.79% (L+9.00%, 1.00% Floor)
|
| | | | 06/15/2022 | | | | | | 3,500 | | | | | | 3,468 | | | | | | 17.50 | | |
Sure Fit Home Products, LLC
8000 Quarry Road, Alburtis, PA 18011 |
| | Home Furnishings | | |
First Lien Secured Term Loan
|
| |
12.31% (L+9.50%, 1.00% Floor)
|
| | | | 07/13/2022 | | | | | | 5,530 | | | | | | 5,392 | | | | | | 9.03 | | |
Team Car Care Holdings, LLC
6250 North River Road, Rosemont, IL 60018 |
| | Automotive Retail | | |
First Lien Secured Term Loan
|
| |
10.54% (base
rate+7.99%, 1.00% Floor) |
| | | | 02/23/2023 | | | | | | 17,183 | | | | | | 16,840 | | | | | | 19.22 | | |
Total | | | | | | | | | | | | | | | | | | | | | | | | | $ | 469,564 | | | | | | | | |
Name, Age and
Address(1) |
| |
Position(s)
Held with the Company |
| |
Term of Office
and Length of Time Served |
| |
Principal
Occupation(s) During the Past Five Years |
| |
Other Directorships Held
by Directoror Nominee for Director During the Past Five Years(2) |
|
Independent Director
|
| | | | | ||||||||
Kevin F. Burke
(65) |
| | Director, Co-Chairman of the Nominating and Corporate Governance Committee | | | Class I director since 2017; term expires 2022 (if re-elected) | | | Mr. Burke serves as a Senior Advisor to THL Credit Advisors LLC, an alternative credit investment manager for both direct lending and broadly syndicated investments through public and private vehicles, and to Churchill Asset Management LLC, a leading provider of senior and unitranche debt financing to middle market companies. Previously, from January 2016 until December 2016, Mr. Burke was a Senior Managing Director responsible for Loan Syndication, Sales and Trading at Antares Capital, a company specializing in acquisition finance for private equity firms. Prior to this position, from April 2003 until December 2015, Mr. Burke was a Senior Managing Director of GE Capital, a leading provider of debt financing to the U.S. sponsor middle market. | | | None | |
G. Stacy Smith
(51) |
| | Director, Co-Chairman of the Nominating and Corporate Governance Committee | | | Class I director since 2015; term expires 2022 (if re-elected) | | | Mr. Smith has served as a partner of each of Trinity Investment Group, an investment firm, and SCW Capital, LP, a hedge fund, since 2013. From 1997 through December 2012, Mr. Smith was a partner at Walker Smith Capital, a hedge fund. | | | Mr. Smith currently serves on the board of directors of Independent Bank Group, a bank holding company, to which he was elected in February 2013. He also serves on the board of directors of USD Partners LP, an energy-related logistics company, to which he was elected in October 2015. | |
Independent Directors
|
| | | | | | | | | | | | |
Rick P. Frier
(57) |
| | Director, Chairman of the Compensation Committee | | | Class II director since 2016; term expires 2020 | | | Mr. Frier was Chief Financial Officer of Chiquita Brands International, Inc., a producer and distributor of produce, from April 2013 until January 2015. Before his position with Chiquita Brands, from March 2005 until October 2012, Mr. Frier served as the Executive Vice President and Chief Financial Officer of Catalina Marketing Corporation, a personalized digital media marketing firm. | | | Mr. Frier currently serves on the board of directors of Affinion Group, Inc., a company that provides loyalty program and customer engagement solutions for other businesses, to which he was elected in November 2015. He also serves as the Chairman of the board of directors of Exal Corporation, a producer of aluminum cans, to which he was elected in December 2016. | |
Rick D. Puckett | | | Director, | | | Class III director | | | Until his retirement in | | |
Mr. Puckett currently serves
|
|
Name, Age and
Address(1) |
| |
Position(s)
Held with the Company |
| |
Term of Office
and Length of Time Served |
| |
Principal
Occupation(s) During the Past Five Years |
| |
Other Directorships Held
by Directoror Nominee for Director During the Past Five Years(2) |
|
(65) | | | Chairman of the Audit Committee | | | since 2012; term expires 2021 | | | December 2017, Mr. Puckett served as Executive Vice President, Chief Financial Officer and Treasurer of Snyder’s-Lance, Inc., a food manufacturer since December 2010. Prior to holding this position, Mr. Puckett served as Executive Vice President, Chief Financial Officer and Treasurer of Lance, Inc. | | | on the board of directors of SPX Corporation, an industrial equipment and manufacturing company, to which he was elected in October 2015. Mr. Puckett also serves on the board of Driven Brands, Inc., an automotive aftermarket conglomerate. | |
Interested
Directors |
| | | | | ||||||||
Stuart Aronson
(56)(4) |
| | Chief Executive Officer and Director | | | Class II director since 2017; term expires 2020 | | | Mr. Aronson serves as Group Head of the U.S. direct lending platform of H.I.G. Capital, L.L.C. (“H.I.G. Capital”), a position he has held since February 2016. Prior to joining H.I.G. Capital, from July 1990 through December 2015 Mr. Aronson served as an officer of the General Electric Company and as the President and Chief Executive Officer of the U.S. Sponsor Finance business of GE Capital (“GSF”), a leading provider of debt financing to the U.S. sponsor middle market. | | | Mr. Aronson currently serves on the board of Kids in Crisis, a non-profit organization located in Greenwich, Connecticut. | |
John Bolduc
(54)(3) |
| | Chairman of the board | | | Class III director since 2012; term expires 2021 | | | Mr. Bolduc serves as an Executive Managing Director of H.I.G. Capital. | | | None | |
Jay Carvell
(53)(5) |
| | Director | | | Class II director since 2012; term expires 2020 | | | Mr. Carvell serves as a Managing Director at an investment adviser affiliated with H.I.G. Capital. Prior to joining H.I.G. Capital, Mr. Carvell was a partner at WhiteHorse Capital Partners, L.P. | | | None | |
Name
|
| |
Age
|
| |
Position
|
|
Edward J. Giordano | | |
48
|
| | Interim Chief Financial Officer | |
Marco Collazos | | |
43
|
| | Chief Compliance Officer | |
Name
|
| |
Aggregate
Compensation from WhiteHorse Finance |
| |
Pension or
Retirement Benefits Accrued as Part of Our Expenses(1) |
| |
Total
Compensation from WhiteHorse Finance |
| |||||||||
Independent Directors | | | | | | | | | | | | | | | | | | | |
Kevin F. Burke
|
| | | $ | 82,750 | | | | | | — | | | | | $ | 82,750 | | |
Rick P. Frier
|
| | | | 85,750 | | | | | | — | | | | | | 85,750 | | |
Rick D. Puckett
|
| | | | 91,500 | | | | | | — | | | | | | 91,500 | | |
G. Stacy Smith
|
| | | | 86,500 | | | | | | — | | | | | | 86,500 | | |
Interested Directors | | | | | | | | | | | | | | | | | | | |
Stuart Aronson
|
| | | | — | | | | | | — | | | | | | — | | |
John Bolduc
|
| | | | — | | | | | | — | | | | | | — | | |
Jay Carvell
|
| | | | — | | | | | | — | | | | | | — | | |
Name of Director
|
| |
Dollar Range of Equity
Securities in the Company(1) |
|
Independent Directors | | | | |
Kevin F. Burke
|
| |
$50,001 – $100,000
|
|
Rick P. Frier
|
| |
—
|
|
Rick D. Puckett
|
| |
Over $100,000
|
|
G. Stacy Smith
|
| |
—
|
|
Interested Directors | | | ||
Stuart Aronson
|
| |
Over $100,000
|
|
John Bolduc
|
| |
Over $100,000
|
|
Jay Carvell
|
| |
Over $100,000
|
|
Name
|
| |
Dollar Range of Equity
Securities in the Company(1) |
|
Sami Mnaymneh
|
| |
Over 1,000,000
|
|
Anthony Tamer
|
| |
Over 1,000,000
|
|
John Bolduc
|
| |
Over 1,000,000
|
|
Jay Carvell
|
| |
100,001 – 500,000
|
|
Brian Schwartz
|
| |
100,001 – 500,000
|
|
Pankaj Gupta
|
| |
100,001 – 500,000
|
|
Stuart Aronson
|
| |
100,001 – 500,000
|
|
Javier Casillas
|
| |
50,001 – 100,000
|
|
Mark Bernier
|
| |
None
|
|
David Indelicato
|
| |
None
|
|
Edward J. Giordano
|
| |
None
|
|
Marco Collazos
|
| |
None
|
|
| | | | | | | | |
Of Common Stock outstanding
|
| |||||||||
Name and Address
|
| |
Type of
Ownership |
| |
Shares
Owned |
| |
Percentage
|
| |||||||||
H.I.G. Bayside Debt & LBO Fund II, L.P.(1)
|
| | | | Beneficial | | | | | | 5,802,061 | | | | | | 28.2% | | |
H.I.G. Bayside Loan Opportunity Fund II, L.P.(1)
|
| | | | Beneficial | | | | | | 4,727,939 | | | | | | 23.0% | | |
Hamilton Lane Advisors, L.L.C.(2)
|
| | | | Beneficial | | | | | | 1,075,244 | | | | | | 5.2% | | |
Stuart Aronson(3)
|
| | | | Beneficial | | | | | | 18,000 | | | | | | * | | |
John Bolduc(3)(4)
|
| | | | Beneficial | | | | | | 191,975 | | | | | | * | | |
Jay Carvell(3)
|
| | | | Beneficial | | | | | | 15,629 | | | | | | * | | |
Sami Mnaymneh(5)(6)
|
| | | | Beneficial | | | | | | 10,816,697 | | | | | | 52.6% | | |
Anthony Tamer(5)(7)
|
| | | | Beneficial | | | | | | 10,806,117 | | | | | | 52.6% | | |
Kevin F. Burke(3)
|
| | | | Beneficial | | | | | | 4,530 | | | | | | * | | |
Rick P. Frier(3)
|
| | | | Beneficial | | | | | | — | | | | | | * | | |
Rick D. Puckett(3)(8)
|
| | | | Beneficial | | | | | | 18,912 | | | | | | * | | |
G. Stacy Smith(3)
|
| | | | Beneficial | | | | | | — | | | | | | * | | |
Marco Collazos(3)
|
| | | | Beneficial | | | | | | — | | | | | | * | | |
Edward J. Giordano(3)
|
| | | | Beneficial | | | | | | — | | | | | | * | | |
All officers and directors as a group (9 persons)
|
| | | | Beneficial | | | | | | 249,046 | | | | | | 1.2% | | |
| | |
Shares Beneficially Owned
Prior to Offering |
| |
Number of
Shares That May Be Offered |
| |
Shares Beneficially Owned
After Offering (Assuming All Offered Shares are Sold) |
| |||||||||||||||||||||
Stockholder
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Shares
|
| |
Percent
|
| |||||||||||||||
H.I.G. Bayside Debt & LBO Fund II, L.P.(1)
|
| | | | 5,802,061 | | | | | | 28.2% | | | | | | 5,802,061 | | | | | | — | | | | | | — | | |
H.I.G Bayside Loan Opportunity Fund II, L.P(1)
|
| | | | 4,727,939 | | | | | | 23.0% | | | | | | 4,727,939 | | | | | | — | | | | | | — | | |
Total
|
| | | | 10,530,000 | | | | | | 51.3% | | | | | | 10,530,000 | | | | | | — | | | | | | — | | |
(1)
Title of Class |
| |
(2)
Amount Authorized |
| |
(3)
Amount Held By us or for Our Account |
| |
(4)
Amount Outstanding Exclusive of Amounts Shown Under (3) |
| |||||||||
Common Stock
|
| | | | 100,000,000 | | | | | | — | | | | | | 20,546,032 | | |
Preferred Stock
|
| | | | 1,000,000 | | | | | | — | | | | | | — | | |